SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 2)
__________
MOORCO INTERNATIONAL INC.
(Name of Subject Company)
MOORCO INTERNATIONAL INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.01 per Share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
61559L100
(CUSIP Number of Class of Securities)
JAMES J. NELSON, ESQ.
Vice President, General Counsel
and Secretary
Moorco International Inc.
2800 Post Oak Boulevard, Suite 5701
Houston, Texas 77056-6111
(713) 993-0999
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
Copy to:
DANIEL A. NEFF, ESQ.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
<PAGE>
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on May 19, 1995, as amended by Amendment No. 1 filed with the
Commission on May 24, 1995 (as so amended, the "Schedule 14D-
9"), by Moorco International Inc., a Delaware corporation (the
"Company" or "Moorco"), relating to the tender offer by MII
Acquisition Corp. ("MII"), a wholly-owned subsidiary of FMC
Corporation ("FMC"), to purchase all of the outstanding shares
of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), and the associated Preferred Stock Purchase
Rights (the "Rights"), at a price of $20.00 per share, net to
the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 5,
1995, and in the related Letter of Transmittal (which together
constitute the "FMC Offer"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-9.
Item 7. Certain Negotiations and Transactions by the Subject
Company.
The description under Item 7(a) is hereby amended and
supplemented by adding the following information:
On June 12, 1995, the Company and FMC issued a joint
press release, announcing that on June 11, 1995, the Company,
MII and FMC entered into an Agreement and Plan of Merger, dated
as of June 11, 1995, which provides for, among other matters,
MII to amend the FMC Offer to increase the price offered to
$28.00 per share of Common Stock, net to the seller in cash. A
copy of the joint press release is filed as Exhibit 17 to the
Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 17 -- Joint Press Release dated June 12, 1995<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the in-
formation set forth in this statement is true, complete and
correct.
MOORCO INTERNATIONAL INC.
By: /s/ Michael L. Tiner
Michael L. Tiner
President and
Chief Executive Officer
Dated: June 12, 1995
-2-<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 17 - Joint Press Release dated June 12, 1995 5
Exhibit 17
[NEWS RELEASE LETTERHEAD]
FMC MOORCO
Immediate Lisa Azzarello James J. Nelson
(312) 861-6921 (713) 993-0999
FMC AND MOORCO ANNOUNCE DEFINITIVE MERGER AGREEMENT
FOR $28 PER MOORCO SHARE
CHICAGO and HOUSTON, June 12, 1995 -- FMC Corporation and
Moorco International Inc. today announced that they have signed
a definitive agreement and plan of merger under which MII Ac-
quisition Corp., a wholly-owned subsidiary of FMC Corporation,
will purchase all outstanding common shares of Moorco for $28
per share in cash. The Boards of Directors of both companies
have unanimously approved the agreement.
In order to effect the transaction, FMC announced that it
intends to amend its tender offer of May 5, 1995, to increase
the offering price to $28 per share and will extend the expi-
ration date of the tender offer to midnight, New York time, on
Monday, June 26, 1995. Consummation of the tender offer is
subject to customary terms and conditions.
"The more we found out about Moorco, the more we were im-
pressed by its management, operations, opportunities and the
synergies with our Petroleum Equipment operations," said Robert
N. Burt, FMC Chairman and CEO. "We look forward to building on
Moorco's strong business base." <PAGE>
Michael L. Tiner, Moorco's President and CEO, said, "This
transaction is the result of a process to maximize shareholder
value. The acquisition of Moorco by FMC will complete the
story of a successful leveraged buyout that began in 1984. We
are extremely pleased that Moorco's two operating subsidiaries,
Smith Meter and Crosby Valve & Gage, will continue to have
bright futures as part of FMC."
FMC stated that as of the close of business on Thursday,
June 1, 1995, approximately 48,789 shares of Moorco stock had
been tendered pursuant to the offer and not withdrawn. FMC
owns 100 shares of Moorco stock.
FMC Corporation is one of the world's leading producers of
chemicals and machinery for industry, government and agricul-
ture. The Chicago-based company reported annual sales of $4
billion in 1994, with international sales to more than 100
countries accounting for 49 percent of total annual revenues.
FMC employs 20,000 people at 97 manufacturing facilities and
mines in 21 countries. The company divides its businesses into
five major segments: Performance Chemicals, Industrial Chemi-
cals, Machinery and Equipment, Defense Systems and Precious
Metals.
Moorco International Inc., headquartered in Houston,
Texas, is a leading supplier of fluid measurement and pressure
control products for the petroleum, industrial process and
electric power generation industries.
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