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. 1)
__________
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. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on May 19, 1995 (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 May 23, 1995, the Company and FMC entered into a
confidentiality agreement pursuant to which the Company has
begun to provide FMC with confidential information.
Item 8. Additional Information to be Furnished.
The description under Item 8 under the heading
"Litigation--Moorco International Inc. v. FMC Corp." is hereby
amended and supplemented by adding the following information:
On May 22, 1995, the Texas Court denied the Company's
motion for reconsideration of the Texas Court's order staying
the Texas Action.<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: May 24, 1995
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