<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROHM AND HAAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 23-1028370
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PENNSYLVANIA 19106-2399
(215) 592-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PENNSYLVANIA 19106-2399
(215) 592-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effectiveness of the Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
TITLE OF EACH PROPOSED MAXIMUM
CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities........................ $30,000,000(2) 100% $30,000,000 $9,090.91
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Debt Securities........................ $270,000,000(2)(3) 100% $270,000,000 $93,750(3)
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Common Stock ($2.50 par value)......... (4) (4) (4) (4)
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</TABLE>
(1) Exclusive of accrued interest and estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(o).
(2) Or, if any Debt Securities are issued at an Original Issue Discount, such
greater amount as shall result in an aggregate public offering price of
$300,000,000.
(3) Pursuant to Rule 429 of the Securities Act of 1933, as amended, Debt
Securities in the amounts of $95,000,000, $100,000,000 and $75,000,000 and
filing fees of $50,000, $25,000 and $18,750 are being carried forward from
Registration Statements No. 33-33670, 33-37757 and 33-42590, respectively.
(4) Such indeterminable number of shares of Common Stock shall be issued from
time to time upon conversion of the Debt Securities.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 11, 1996
PROSPECTUS
$300,000,000
ROHM AND HAAS COMPANY
DEBT SECURITIES
------------------------
Rohm and Haas Company (the "Company") may offer, from time to time, in one
or more series, debt securities (the "Debt Securities") which may consist of
convertible Debt Securities with an aggregate initial offering price not to
exceed $300,000,000. Unless previously redeemed or otherwise purchased or
acquired by the Company, convertible Debt Securities will be convertible at any
time during the specified conversion period into shares of the Company's common
stock, par value $2.50 per share (the "Common Stock"), unless the terms of the
specific convertible Debt Securities entitle the Company to pay cash in lieu of
delivering Common Stock upon conversion. Each series will be offered on terms to
be determined at the time of sale.
When a particular series of Debt Securities is offered (the "Offered Debt
Securities"), a supplement to this Prospectus (the "Prospectus Supplement") will
be delivered with this Prospectus setting forth with respect to such series the
specific designation, the ranking as senior or subordinated, the aggregate
principal amount, denominations, purchase price, maturity, rate (which may be
fixed or variable) and time of payment of interest (if any), redemption or
conversion terms, if any, any listing on a securities exchange and any other
terms of the Offered Debt Securities.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Offered Debt Securities will be sold directly by the Company, or
indirectly through agents designated from time to time or through underwriters
or dealers. If any agents, underwriters or dealers are involved in the sale of
the Offered Debt Securities, the names of such agents, underwriters or dealers
and any applicable commissions, fees or discounts will be set forth in the
Prospectus Supplement. The net proceeds to the Company from such sale will be
set forth in the Prospectus Supplement.
The date of this Prospectus is October , 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661. Copies of
the above-referenced materials may be obtained from the Public Reference Section
of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates or from the Commission's Internet web site at
http://www.sec.gov. Such reports, proxy or information statements and other
information concerning the Company can also be inspected at the offices of the
following exchange on which the Common Stock of the Company is listed: the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 relating to the Debt Securities (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), of which this Prospectus constitutes
a part. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1995, the Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996 and the description of the Company's Common Stock
contained in the Company's registration statement filed under the Exchange Act
and any amendments or reports filed for the purpose of updating such
description, are incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, after the effective date of the Registration
Statement and prior to the termination of the offering of the Debt Securities,
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is also, or is deemed to be, incorporated by
reference herein modifies or supersedes such earlier statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. The Company will provide without charge
to each person to whom a copy of this Prospectus is delivered, upon written or
oral request, a copy of any and all of the documents incorporated by reference
herein, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents. Any such request may
be directed to Rohm and Haas Company, Public Relations Department, at the
Company's principal executive offices, which are located at 100 Independence
Mall West, Philadelphia, Pennsylvania 19106-2399, telephone (215) 592-3000.
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<PAGE> 4
ROHM AND HAAS COMPANY
Rohm and Haas Company is engaged primarily in the research and development,
manufacture and sale of a diversified line of specialty chemicals and allied
products. Significant markets and industries into which its products are sold
include construction, transportation, coatings, plastics, agriculture, water
treatment, petroleum additives and electronics. Rohm and Haas Company has
subsidiaries and affiliates operating in the United States and abroad.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its consolidated subsidiaries for the periods shown. The ratios
were derived from the audited consolidated financial statements of the Company
for the years ended December 31, 1991, 1992, 1993, 1994 and 1995, and from the
unaudited consolidated financial statements of the Company for the six months
ended June 30, 1996.
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------------------
JUNE 30, 1996 1995 1994 1993 1992 1991
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........ 9.1 6.2 5.9 3.4 4.1 3.9
</TABLE>
For purposes of these computations, earnings consist of earnings before
taxes plus fixed charges after eliminating undistributed earnings of affiliates
and capitalized interest net of amortization of previously capitalized interest.
Fixed charges consist of interest expense and amortization of debt discount and
expense on all indebtedness plus a portion of rent expense, deemed to represent
an interest factor. All interest expense, including capitalized interest, and
amortization of debt discount and expense have been included in all ratios.
USE OF PROCEEDS
Except as otherwise provided in the applicable Prospectus Supplement, the
net proceeds from the sale of the Offered Debt Securities will be added to the
working capital of the Company and will be used for general corporate purposes,
the financing of a portion of the Company's capital expenditure programs and
possibly acquisitions. The Company has budgeted approximately $1.1 billion for
additions to land, buildings and equipment over the next three years, of which
approximately $315 million has been budgeted for 1996. Other sources of funds
for these capital expenditures include cash flow from operations and other
financing activities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may not apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities, which may be issued as convertible Debt Securities,
will constitute either senior or subordinated debt of the Company and will be
issued, in the case of senior Debt Securities, under an Indenture dated as of
April 1, 1986, as supplemented by a First Supplemental Indenture, dated as of
December 15, 1988 and a Second Supplemental Indenture dated as of May 1, 1992
(the "Senior Debt Indenture"), between the Company and Mellon Bank, N.A.,
successor to CoreStates Bank, N.A., formerly, The Philadelphia National Bank, as
Trustee, and, in the case of subordinated Debt Securities, under a Subordinated
Indenture dated as of May 1, 1992, between the Company and Wachovia Bank of
Georgia, National Association, as Trustee (the "Subordinated Debt Indenture").
The Senior Debt Indenture and the Subordinated Debt Indenture are sometimes
hereinafter referred to individually as an
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"Indenture" and collectively as the "Indentures." Mellon Bank, N.A. and Wachovia
Bank of Georgia, National Association are hereinafter referred to individually
as a "Trustee" and collectively as the "Trustees." The Indentures are filed as
Exhibits 4(c) and 4(d) to Registration Statement No. 33-42590 and incorporated
by reference herein. The following summaries of certain provisions of the
Indentures do not purport to be complete and such summaries are subject to and
are qualified in their entirety by reference to, all the provisions of the
applicable Indenture, including the definitions therein of certain terms.
Numerical references in parentheses below are to sections in the applicable
Indenture. Wherever particular sections or defined terms of the applicable
Indenture are referred to herein or in a Prospectus Supplement, such sections or
defined terms are incorporated herein or therein by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference. Capitalized terms not otherwise defined herein shall have the meaning
given to them in the applicable Indenture. The Indentures are substantially
identical except for provisions relating to subordination and covenants of the
Company. See "Subordinated Debt," "Restricted and Unrestricted Subsidiaries" and
"Limitations upon Secured Debt of the Company and its Restricted Subsidiaries."
The Debt Securities offered by this Prospectus and the accompanying Prospectus
Supplement are referred to herein as the "Offered Debt Securities."
GENERAL
The Debt Securities will be unsecured senior or subordinated obligations of
the Company.
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and both provide that Debt Securities
may be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) the classification as senior
or subordinated Debt Securities, the specific designation, aggregate principal
amount and purchase price; (ii) whether the Debt Securities are convertible into
Common Stock of the Company and, if so, the terms and conditions upon which such
conversion will be effected including the initial conversion price or rate, the
conversion period, the Company's right, if any, to pay cash in lieu of
delivering the Common Stock upon conversion, and other provisions in addition to
or in lieu of those described herein; (iii) the date of maturity; (iv) the
method by which amounts payable in respect of principal, premium, if any, or
interest on, or upon the redemption of, such Debt Securities may be calculated,
and any indices, or value, rate or price, relevant to such calculation; (v) the
interest rate or rates (or the method by which such rate or rates will be
determined), if any; (vi) the dates on which any such interest will be payable;
(vii) the place or places where the principal of, premium, if any, or interest
on, the Offered Debt Securities will be payable; (viii) any redemption,
repayment or sinking fund provisions; (ix) whether the Debt Securities will be
represented by a Global Security, and, if so, provisions with respect to such
Global Security and the related Depositary; and (x) any other specific terms of
the Offered Debt Securities, including any additional or different events of
default, remedies or covenants provided for with respect to such Debt
Securities, and any terms which may be required by or advisable under applicable
laws or regulations. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. (Section
302) No service charge will be made for any transfer or exchange of such Offered
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 305)
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. If the Offered Debt Securities are Original Issue
Discount Securities, the special federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Security" means any security which
provides for an amount less than the principal amount
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<PAGE> 6
thereof to be due and payable upon the declaration of acceleration of the
maturity thereof upon the occurrence of an Event of Default and the continuation
thereof.
GLOBAL SECURITIES
The Debt Securities may be issued in the form of one or more fully
registered global Securities (a "Global Security") that will be deposited with a
depositary (a "Depositary") or with a nominee of a Depositary identified in the
Prospectus Supplement relating to such Offered Debt Securities. In such case,
one or more Global Securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding Debt Securities of the series to be represented by such Global
Security or Global Securities. Unless and until it is exchanged in whole for
Debt Securities in definitive registered form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. (Section 205)
The specific terms of the depositary arrangement with respect to any
portion of a series of Offered Debt Securities to be represented by a Global
Security will be described in the Prospectus Supplement relating to such series.
CONVERTIBLE DEBT SECURITIES
The following provisions will apply to Offered Debt Securities that are
convertible Debt Securities unless otherwise provided in the Prospectus
Supplement for such Offered Debt Securities.
The Holder of any convertible Debt Securities will have the right,
exercisable at any time during the time period specified in the Prospectus
Supplement (unless such Debt Security is previously redeemed or otherwise
purchased or acquired by the Company), to convert such Debt Securities into
shares of Common Stock at the Conversion Price set forth in the Prospectus
Supplement, subject to adjustment. The Holder of a convertible Debt Security may
convert a portion thereof provided that the unconverted portion is an amount
equal to an authorized denomination. (Section 1302) In the case of Debt
Securities called for redemption, conversion rights will expire at the close of
business on the date specified in the Notice of Redemption, except that in the
case of redemption at the option of the Holder thereof, if applicable, such
right will terminate upon receipt of written notice of the exercise of such
option. In lieu of delivering shares of Common Stock upon notice of conversion
of any convertible Debt Securities, the Company may be entitled, pursuant to
Section 301 of each Indenture, to elect to pay the Holder surrendering such
convertible Debt Securities an amount in cash equal to the Conversion Market
Price of the shares of Common Stock into which the Debt Securities are
convertible on a date no later than the eighth Business Day following receipt by
the Conversion Agent of the notice of conversion relating to such Debt
Securities. (Sections 1104 and 1302)
In certain events, the Conversion Price will be subject to adjustment as
set forth in the Indentures. Such events include the issuance of shares of
capital stock of the Company as a dividend or distribution on the Common Stock;
subdivisions and combinations of the Common Stock; the issuance of any shares of
the Company's capital stock by reclassification of the Common Stock; the
issuance to all holders of Common Stock of rights or warrants entitling the
holders thereof (for a period not exceeding 60 days) to subscribe for or
purchase shares of Common Stock at a price per share less than the current
market price per share; and the distribution to substantially all holders of
Common Stock of debt securities or assets (excluding cash dividends and
distributions otherwise provided for in the Indentures). No adjustment of the
Conversion Price will be required unless an adjustment would require a
cumulative increase or decrease of at least 1% in the Conversion Price;
provided, however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment. (Section 1304) Fractional shares of Common Stock will not be issued
upon conversion, but, in lieu thereof, the Company will pay a cash adjustment.
(Section 1303)
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<PAGE> 7
In case of any consolidation, merger or transfer of substantially all of
the assets of the Company, as an entirety (with certain exceptions), the Holder
of a convertible Debt Security may convert such Debt Security into the kind and
amount of securities, cash or other assets which he or she would have owned
immediately after the consolidation, merger or transfer had he or she converted
such Debt Security immediately before the effective date of the transaction.
If at any time the Company makes a distribution of property to its
stockholders which would be taxable to such stockholders as a dividend for
federal income tax purposes (e.g., distributions of evidences of indebtedness or
assets of the Company, but generally not stock dividends on Common Stock or
rights to subscribe for Common Stock) and, pursuant to the anti-dilution
provisions of the Indentures, the number of shares into which Debt Securities
are convertible is increased, such increase may be deemed for federal income tax
purposes to be the payment of a taxable dividend to Holders of such Debt
Securities. If the Offered Debt Securities are convertible Debt Securities, the
special federal income tax considerations applicable thereto will be described
in the related Prospectus Supplement.
SENIOR DEBT
The Debt Securities that will constitute part of the senior debt of the
Company will be issued under the Senior Debt Indenture and will rank pari passu
with all other unsecured and unsubordinated debt of the Company.
SUBORDINATED DEBT
The Debt Securities that will constitute part of the subordinated debt of
the Company (the "Subordinated Debt Securities") will be issued under the
Subordinated Debt Indenture and will be subordinate and subject in right of
payment, to the extent and in the manner set forth in the Subordinated Debt
Indenture, to all "Senior Indebtedness" of the Company. The Subordinated Debt
Indenture defines "Senior Indebtedness" as the principal of, premium, if any,
and interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any Bankruptcy Law) and other amounts due
on or in connection with any Debt incurred, assumed or guaranteed by the
Company, whether outstanding on the date of the Subordinated Debt Indenture or
thereafter incurred, assumed or guaranteed, and all renewals, extensions and
refundings of any such Debt. Excluded from the definition of Senior Indebtedness
are the following: (a) any Debt if the instrument creating the same or
evidencing the same or pursuant to which the same is outstanding expressly
provides (i) that such Debt shall not be Senior in right of payment to the
Subordinated Debt Securities, or (ii) that such Debt shall be subordinated to
any other Debt of the Company, unless such instrument expressly provides that
such Debt shall be senior in right of payment to the Subordinated Debt
Securities, and (b) any Debt of the Company in respect of the Subordinated Debt
Securities. "Debt" of the Company is defined in the Subordinated Debt Indenture
as (i) all obligations for borrowed money, (ii) all obligations evidenced by
bonds, debentures, notes or other similar instruments, (iii) all Debt of others
secured by a lien on any asset of the Company, whether or not such Debt is
assumed by the Company, and (iv) all Debt of others for the payment of which the
Company is responsible or liable as obligor or guarantor. (Section 1402)
By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the Holders of Subordinated Debt Securities will be required to pay over their
share of such distribution to the holders of Senior Indebtedness until such
Senior Indebtedness is paid in full, and (ii) creditors of the Company who are
not Holders of Subordinated Debt Securities or holders of Senior Indebtedness
may recover less, ratably, than holders of Senior Indebtedness and may recover
more, ratably, than the Holders of Subordinated Debt Securities. (Section 1403)
In the event that the Subordinated Debt Securities are declared due and
payable prior to their Stated Maturity by reason of the occurrence of an Event
of Default, then the Company is obligated to notify promptly holders of Senior
Indebtedness of such acceleration. The Company may not pay the Subordinated Debt
Securities until 180 days have passed after such acceleration occurs and may
thereafter pay
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<PAGE> 8
the Subordinated Debt Securities if the terms of the Subordinated Debt Indenture
otherwise permit payment at that time. (Section 1404)
No payment of the principal of or premium, if any, on any Subordinated Debt
Security at Maturity, the Redemption Price, the Conversion Market Price or
interest, if any, with respect to any of the Subordinated Debt Securities may be
made (except sinking fund payments made in Debt Securities acquired before the
default or event of default referred to in (i) and (ii) below), nor may the
Company acquire any Subordinated Debt Securities, if at the time of such payment
or acquisition or immediately after giving effect thereto, (i) there shall exist
a default in the payment of any amounts then due on any Senior Indebtedness,
(ii) there shall have occurred any event of default with respect to Senior
Indebtedness that permits the acceleration of the maturity thereof, or (iii)
there shall be pending any proceeding with respect to such default or event of
default referred to in (i) or (ii) above. (Section 1405)
The Subordinated Debt Securities are obligations of the Company and are
effectively subordinated to the indebtedness and other liabilities of each
subsidiary of the Company to the extent of the assets of each subsidiary. The
subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, to pay any amounts due pursuant to the Subordinated
Debt Securities or to make any funds available therefor, whether by dividends,
loans or other payments.
Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders of
the Subordinated Debt Securities to participate in those assets) will be
effectively subordinated to the claims of that subsidiary's creditors (including
trade creditors), except to the extent that the Company is itself recognized as
a creditor of such subsidiary, in which case the claims of the Company would
still be subordinate to any security interests in the assets of such subsidiary
and any indebtedness of such subsidiary senior to that held by the Company.
If the Offered Debt Securities are Subordinated Debt Securities, the
related Prospectus Supplement will set forth the approximate amount of Senior
Indebtedness outstanding as of the end of the most recent fiscal quarter. There
are no restrictions in the Indenture on the creation of additional Senior
Indebtedness or any other indebtedness.
RESTRICTED AND UNRESTRICTED SUBSIDIARIES
The various restrictive provisions of the Senior Debt Indenture applicable
to the Company and its Restricted Subsidiaries do not apply to Unrestricted
Subsidiaries. However, the surplus, assets and indebtedness of Unrestricted
Subsidiaries are consolidated with those of the Company and its Restricted
Subsidiaries in calculating "Consolidated Net Worth" under the Senior Debt
Indenture, which is defined to mean the aggregate of capital stock (excluding
treasury shares) and surplus and surplus reserves which would be included on a
consolidated balance sheet of the Company and its Subsidiaries. A "Subsidiary"
is any corporation a majority of the Voting Shares of which is at the time owned
directly or indirectly by the Company and its other Subsidiaries. "Voting
Shares" are outstanding shares of capital stock having voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power because of default in dividends or other default.
A "Restricted Subsidiary" is any Subsidiary of the Company which owns or leases
any Principal Operating Property. "Principal Operating Property" is any
principal manufacturing plant and related physical facilities (other than
pollution control facilities constructed or acquired after December 31, 1985)
located in the United States, any of its territories or possessions or Puerto
Rico and owned and operated by the Company or any Subsidiary for more than 90
days, other than any such plant which, in the opinion of the Board of Directors,
is not of material importance to the business of the Company and its Restricted
Subsidiaries as a whole. An "Unrestricted Subsidiary" is any Subsidiary other
than a Restricted Subsidiary. (Section 101)
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LIMITATIONS UPON SECURED DEBT OF THE
COMPANY AND ITS RESTRICTED SUBSIDIARIES
The Senior Debt Indenture provides that if the Company or any Restricted
Subsidiary shall incur, suffer to exist or guarantee any indebtedness for money
borrowed ("Debt") secured by a mortgage ("Mortgage") on any Principal Operating
Property or on any shares of stock or Debt of any Restricted Subsidiary, the
Company will secure or cause such Restricted Subsidiary to secure the Offered
Debt Securities equally and ratably with (or, at the Company's option, prior to)
such secured Debt, unless the aggregate amount of all such secured Debt,
together with all Attributable Debt in respect of sale and leaseback
transactions involving Principal Operating Properties (other than those exempt
under clauses (b) through (g) under "Limitations upon Sale and Leaseback
Transactions" below), would not exceed 5% of Consolidated Net Worth. (Section
1009) This restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restriction, Debt secured by (a)
Mortgages on property of, or on any shares of stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (b) Mortgages in favor of the Company or a Restricted Subsidiary,
(c) Mortgages in favor of governmental bodies to secure progress or advance
payments, (d) Mortgages on property (including leasehold estates), shares of
stock or Debt existing at the time of acquisition thereof (including acquisition
through merger or consolidation) and purchase money and construction Mortgages
which are entered into or for which commitments are received within specified
time limits, and (e) any extension, renewal or refunding of any Mortgage
referred to in the foregoing clauses (a) through (d), inclusive. (Section 1009)
"Attributable Debt" is defined to mean the total net amount of rent required to
be paid during the remaining term of any lease, discounted at a rate per annum
not greater than the rate borne by any Debt Securities of any series, compounded
semi-annually. (Section 101)
LIMITATIONS UPON SALE AND LEASEBACK TRANSACTIONS
Pursuant to the Senior Debt Indenture, neither the Company nor any
Restricted Subsidiary may sell or transfer any Principal Operating Property with
the intention of taking back a lease thereof (a "sale and leaseback
transaction"). This restriction will not apply to any sale and leaseback
transaction if: (a) the Company or such Restricted Subsidiary could mortgage
such Principal Operating Property pursuant to Section 1009 of the Senior Debt
Indenture in an amount equal to the Attributable Debt with respect to the sale
and leaseback transaction without equally and ratably securing the Debt
Securities; (b) within 120 days after the sale or transfer is completed the
Company or a Restricted Subsidiary applies to the retirement of Funded Debt of
the Company or a Restricted Subsidiary an amount not less than the greater of
(i) the net proceeds of the sale of the Principal Operating Property leased or
(ii) the fair market value of the Principal Operating Property leased, subject
to certain credits for debt reacquired or retired; (c) within 120 days after the
sale or transfer is completed, the Company or a Restricted Subsidiary applies to
the purchase of a similar property an amount not less than the greater of (i)
the net proceeds of the sale of the Principal Operating Property leased or (ii)
the fair market value of the Principal Operating Property leased; (d) the sale
or transfer of the Principal Operating Property is made within 120 days after
the latest of (i) the acquisition of such Principal Operating Property, (ii) the
completion of construction or (iii) the commencement of full operation thereof;
(e) the sale or transfer of the Principal Operating Property is made pursuant to
a bona fide commitment for such sale or transfer entered into within 120 days
after the latest of the events specified in clause (d) above; (f) the lease in
such sale and leaseback transaction is for a period, including renewals, of not
in excess of three years; or (g) such arrangement is between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries. (Section 1010)
RESTRICTIONS ON MERGER
Each Indenture provides that the Company may not consolidate or merge with
or into any other corporation or sell or transfer all or substantially all of
its property and assets to another corporation unless (i) the successor
corporation is a corporation organized and existing under the laws of the United
States of America or a State thereof or the District of Columbia and assumes
payment of the principal of
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<PAGE> 10
and interest on the Debt Securities and the performance and the observance of
the Indenture, and (ii) such successor corporation shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any covenant or condition of the Indenture. (Section 801)
EVENTS OF DEFAULT
The following are Events of Default under each Indenture with respect to
Debt Securities of any series: (a) failure to pay principal of or premium, if
any, on any Debt Security of that series when due; (b) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of series of Debt Securities other than that series), continued
for 60 days after written notice as provided in the Indenture; (e) acceleration
of the maturity of any indebtedness of the Company if such acceleration results
from a default under the instrument giving rise to such indebtedness and is not
rescinded or annulled within ten days after written notice; (f) certain events
in bankruptcy, insolvency or reorganization; and (g) any other Event of Default
provided with respect to Debt Securities of that series. (Section 501)
If an Event of Default with respect to Outstanding Debt Securities of any
series shall occur and be continuing, either the Trustee or the holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series
may declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all Debt Securities of that series
to be due and payable immediately, subject however, to the provisions of the
Subordinated Debt Indenture which prohibit the Company from paying subordinated
Debt Securities until 180 days after acceleration occurs. (Section 1404) See
"Subordinated Debt." However, at any time after a declaration of acceleration
with respect to Debt Securities of any series has been made, but before a
judgment or decree based on such acceleration has been obtained, the holders of
a majority in principal amount of Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
502) For information as to waiver of defaults, see "Modification and Waiver."
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
Each Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification of the Trustee, the holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series. (Section 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1008 of Senior
Debt Indenture and Section 1004 of Subordinated Debt Indenture)
MODIFICATION AND WAIVER
Modifications and amendments of each Indenture may be made by the Company
and the Trustees with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of each series affected thereby;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby, (a)
change the stated maturity date of the principal of, or any installment of
principal of or interest on, any Debt Security, (b) reduce the principal amount
of, or the rate of interest, or the premium, if any, on any Debt Security,
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<PAGE> 11
(c) reduce the amount of principal of any Original Issue Discount Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or premium, if any, or interest, if any,
on, any Debt Security, (e) adversely affect the right to convert any Security,
(f) impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security, (g) reduce the percentage in principal amount
of Outstanding Debt Securities of any series, the consent of the holders of
which is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults or (h) adversely affect the applicable subordination provisions, if
any. (Section 902) The Subordinated Debt Indenture may not be amended to impair
the senior position of the holders of Senior Indebtedness without their consent.
(Section 907)
The Senior Debt Indenture provides that holders of a majority in principal
amount of the Outstanding Debt Securities of any series may on behalf of the
Holders of all Debt Securities of that series waive, insofar as that series is
concerned, compliance by the Company with certain restrictive provisions of the
Indenture. (Section 1012) Each Indenture provides that holders of a majority in
principal amount of the Outstanding Debt Securities of any series may on behalf
of the holders of all Debt Securities of that series waive any past default
under the Indenture with respect to Debt Securities of that series, except a
default in the payment of the principal of, premium or interest, if any, on, any
Debt Security of that series or in respect of any provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each Outstanding Debt Security of that series affected. (Section 513)
DEFEASANCE PROVISIONS
Defeasance and Discharge. Each Indenture provides that the Company will be
discharged from any and all obligations in respect of the Debt Securities
(except for certain obligations to register the transfer or exchange of Debt
Securities, to replace stolen, lost or mutilated Debt Securities, to maintain
paying agencies, to hold moneys for payment in trust and to convert Securities,
if applicable) effective the 91st day following the deposit with the Trustee, in
trust, of money or U.S. Government Obligations, which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal of,
premium and interest, if any, on and any mandatory sinking fund payments in
respect of the Debt Securities on the Stated Maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such
discharge may only occur if the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling to the effect
that such a discharge will not be deemed, or result in, a taxable event with
respect to holders of the Debt Securities; and such discharge will not be
applicable to Debt Securities then listed on the New York Stock Exchange, if
any, if the provision would cause such Debt Securities to be delisted as a
result thereof. (Section 403)
Defeasance of Certain Covenants. The Senior Debt Indenture also provides
the Company with the option to omit to comply with certain restrictive covenants
described in Sections 1009 and 1010. The Company, in order to exercise such
option, will be required to deposit with the Trustee money or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay principal of, premium, interest, if any, on and any mandatory
sinking fund payments in respect of the Debt Securities on the Stated Maturity
of such payments in accordance with the terms of the Senior Debt Indenture and
such Debt Securities. The Company will also be required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the Debt Securities to
recognize income, gain or loss for Federal income tax purposes. (Section 1011 of
the Senior Debt Indenture)
Defeasance and Events of Default. In the event the Company exercises its
option to omit compliance with certain covenants of the Senior Debt Indenture
and the Debt Securities are declared due and payable because of the occurrence
of any Event of Default, the amount of money and U.S. Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the Debt
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<PAGE> 12
Securities at the time of the acceleration resulting from such Event of Default.
However, the Company shall remain liable for such payments.
THE TRUSTEES
Mellon Bank, N.A. is the trustee under the Senior Debt Indenture pursuant
to which the Company's 9 3/8% Debentures due November 15, 2019, its 9 7/8% Notes
due September 1, 2000, its 9.50% Medium-Term Notes due 2021, its 5.65%
Medium-Term Notes due March 5, 1998, its 5.69% Medium-Term Notes due March 5,
1998 and its 5.67% Medium-Term Notes due March 5, 1998 were issued. Under an
indenture dated as of April 1, 1990, Mellon Bank, N.A. is also trustee for the
9.80% Amortizing Debentures due April 15, 2020 of Rohm and Haas Holdings Ltd.,
which are guaranteed by the Company. Mellon Bank, N.A., a successor in interest
to Ameritrust Company National Association, is also trustee under the Trust
Indenture and Security Agreement dated as of December 20, 1991 in connection
with a sale and leaseback of assets at the Company's Texas subsidiary. Mellon
Bank, N.A. also acts as a depository for funds of, makes loans to, and performs
other services for, the Company in the normal course of business.
Wachovia Bank of Georgia, National Association is the trustee under the
Subordinated Debt Indenture, but it does not provide other banking services to
the Company.
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of the material provisions
relating to the Company's preferred stock and Common Stock and are qualified in
their entirety by the provisions of the Company's Restated Certificate of
Incorporation, which has been filed with the Commission.
The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock, par value $2.50 per share and 25,000,000 shares of preferred
stock, par value $1.00 per share. No stockholder has any preemptive right to
subscribe for additional shares of capital stock.
PREFERRED STOCK
The Company's Restated Certificate of Incorporation, as amended, authorizes
the Board of Directors (without stockholder approval) to, among other things,
issue shares of preferred stock from time to time in one or more series, each
series to have such powers, designations, preferences and rights, and
qualifications, limitations or restrictions thereof, as may be determined by the
Board of Directors.
On June 12, 1992, the Company issued one series of preferred stock having
2,646,061 shares (the "Preferred Stock"). The Preferred Stock is senior to the
Company's Common Stock with respect to dividends and upon liquidation,
dissolution or winding up. It is entitled to cumulative, preferential dividends
at the annual rate of $2.75 per share, payable quarterly. The liquidation
preference is $50 per share, plus accrued and unpaid dividends. The holders of
the Preferred Stock are entitled to one vote per share on all matters submitted
to a vote of the holders of Common Stock except when entitled to exercise
certain special voting rights. Each share of the Preferred Stock is convertible
at any time at the holder's option into 0.7812 shares of Common Stock, subject
to certain adjustments. The Company has the option to redeem the Preferred Stock
on and after June 15, 1999, at a fixed redemption price reducing annually from
$50.15 per share on and after June 15, 2000 to $50 per share on and after June
15, 2002, payable, except in certain limited circumstances, in shares of Common
Stock. The holders of Preferred Stock have antidilution protection against stock
splits, stock dividends, and certain issuances of additional securities and
extraordinary dividends.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held
for the election of directors and for all matters to be submitted to a vote of
the Company's stockholders and to receive such dividends as may be legally
declared by the Board of Directors. Certain of the Company's credit facilities
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<PAGE> 13
contain restrictions which may limit the ability of the Company to pay
dividends. In any event of liquidation of the Company, the holders of Common
Stock are entitled to share in the assets available for distribution after the
rights of preferred stockholders, if any, and creditors have been satisfied.
The Company's stockholders are furnished with annual reports containing
audited consolidated financial statements of the Company and its subsidiaries
and quarterly reports containing unaudited consolidated financial information.
The Company's Common Stock trades on the New York Stock Exchange under the
"ROH" symbol. Wachovia Bank of North Carolina, N.A. is the transfer agent and
registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of institutional
purchasers or to a single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to the Offered Debt Securities will set forth the terms
of the offering of the Offered Debt Securities, including the name or names of
any agents, dealers or underwriters, the purchase price of the Offered Debt
Securities and the proceeds to the Company from such sale, any underwriting
commissions, fees or discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts, concessions
or commissions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Debt Securities may be listed. The distribution
of the Debt Securities may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the Offered Debt Securities if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. The Offered Debt Securities
also may be sold to dealers at the applicable price to the public set forth in
the Prospectus Supplement relating to a particular series of Debt Securities.
Such dealers may later resell the Debt Securities to investors and may be deemed
to be "underwriters" within the meaning of the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Institutions with which such contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. Such contracts will be subject
only to those conditions set forth in the Prospectus Supplement and the
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts. None of such agents, underwriters or dealers will have any
responsibility in respect of the validity or performance of such contracts.
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<PAGE> 14
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Agents and underwriters have
engaged and may engage in transactions with, or perform services for, the
Company in the ordinary course of business, including commercial banking and
investment banking transactions.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company as of December 31, 1995 and 1994 and for each of the
years in the three-year period ended December 31, 1995 included or incorporated
by reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated by reference herein, have been audited and
reported upon by KPMG Peat Marwick LLP, independent certified public
accountants. Such consolidated financial statements and schedules have been
incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick LLP incorporated by reference herein and upon the authority of said firm
as experts in accounting and auditing.
VALIDITY OF SECURITIES
The validity of the Debt Securities offered hereby will be passed upon for
the Company by Robert P. Vogel, General Counsel, Rohm and Haas Company, 100
Independence Mall West, Philadelphia, Pennsylvania 19106-2399. As of September
6, 1996, Mr. Vogel owned beneficially 2,204 shares of Common Stock of the
Company, including shares allocated to his account under the Company's savings
and employee stock ownership plans as of December 31, 1995, and 13,367 shares
subject to options exercisable currently or within sixty days.
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<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing Fee for Registration Statement................................. $ 9,090.91
Rating Agencies' Fees................................................. 15,000
Legal Fees and Expenses............................................... 25,000
Accounting Fees and Expenses.......................................... 6,000
Trustee's Fees and Expenses........................................... 25,000
Printing.............................................................. 15,000
Blue Sky Fees and Expenses............................................ 3,000
Miscellaneous......................................................... 1,909.09
----------
Total....................................................... $ 100,000
==========
</TABLE>
- ---------------
* The foregoing expenses, except Filing Fee for Registration Statement, are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Bylaws provides that the Company shall indemnify
any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, either civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer or employee of the Company (including the subsidiaries
of the Company) or of a constituent corporation absorbed in a consolidation or
merger (a "Constituent Corporation"), or is or was serving at the request of the
Company or a Constituent Corporation as a director, officer, or employee of
another enterprise, or is or was a director, officer or employee of the Company
or a Constituent Corporation serving at its request as an administrator, trustee
or other fiduciary of one or more of the employee benefit plans of the Company
or of another enterprise, against expenses (including attorney's fees),
judgments, fines, excise taxes, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding to
the extent that such person is not insured or otherwise indemnified and the
power to so indemnify has been or may be granted by statute. The determination
of the Company's duty or power to indemnify any such person under the applicable
statutory standards shall be made (1) by the majority vote of a quorum of
directors who are not parties to such action, suit or proceeding, (2) if such a
quorum is not obtainable, or if a quorum of disinterested directors so directs,
by a written opinion of independent legal counsel (who may but need not be
regular counsel to the Company), or (3) by the stockholders. Expenses (including
attorneys' fees) incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding (a) for any present
director or officer of the Company upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company, or (b) for
any other person, upon such terms and conditions as the Company's Audit
Committee deems appropriate. The Company is a Delaware corporation and Section
145 of the General Corporation Law of Delaware governs the authority of Delaware
corporations to indemnify their directors, officers, employees and agents.
Article X of the Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or to any
stockholder for monetary damages for any breach of duty as a director except to
the extent such exemption from liability is not permitted under the Delaware
General Corporation Law as currently in effect or hereafter amended. This
provision does not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of
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Delaware (relating to the declaration of dividends and purchase or redemption of
shares in violation of the General Corporation Law of Delaware) and (iv) for
transactions from which the director derived an improper personal benefit.
There is presently in force liability insurance for directors and officers
of the Company acting in such capacities.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
3(a) Restated Certificate of Incorporation of the Company as amended to date
(incorporated by reference from Exhibit 3 of the Company's Annual Report on Form
10-K for the year ended December 31, 1994).
(b) Bylaws of the Company as amended to date (incorporated by reference from Exhibit 3
of the Company's Annual Report on Form 10-K for the year ended December 31,
1994).
4(a) Indenture dated as of April 1, 1986 between the Company and Mellon Bank, N.A., as
successor to CoreStates Bank, N.A., formerly, The Philadelphia National Bank, as
Trustee, restated to give effect to the First Supplemental Indenture dated as of
December 15, 1988 and the Second Supplemental Indenture dated as of May 1, 1992
(incorporated by reference from Exhibit 4(c) of Registration Statement No.
33-42590).
(b) Subordinated Indenture dated as of May 1, 1992 between the Company and Wachovia
Bank of Georgia, National Association, as Trustee (incorporated by reference
from Exhibit 4(d) of Registration Statement No. 33-42590).
5 Opinion of Robert P. Vogel, Esq. General Counsel for the Company.
12 Computation of Ratio of Earnings to Fixed Charges of the Company and Subsidiaries.
23(a) Consent of KPMG Peat Marwick LLP.
(b) Consent of Robert P. Vogel, Esq. (included in Exhibit 5).
24 Power of Attorney (included on pages II-4 and II-5 of this Registration
Statement).
25(a) Statement of Eligibility and Qualification on Form T-1 of CoreStates Bank, N.A.,
predecessor to Mellon Bank, N.A., to act as Trustee under the Senior Debt
Indenture (incorporated by reference from Exhibit 26 of Registration Statement
No. 33-42590).
(b) Statement of Eligibility and Qualification on Form T-1 of Wachovia Bank of
Georgia, National Association to act as Trustee under the Subordinated Debt
Indenture (incorporated by reference from Exhibit 26 of Registration Statement
No. 33-42590.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) RULE 415 OFFERING. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
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<PAGE> 17
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) INDEMNIFICATION. Insofar as indemnification by the Company for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON THE
11TH DAY OF OCTOBER, 1996.
ROHM AND HAAS COMPANY
(REGISTRANT)
BY /s/ J. LAWRENCE WILSON
------------------------------------
J. LAWRENCE WILSON
CHAIRMAN OF THE BOARD
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
POWER OF ATTORNEY
EACH OF THE UNDERSIGNED HEREBY AUTHORIZES ROBERT P. VOGEL AND J. LAWRENCE
WILSON, AND EACH OF THEM, AS HIS OR HER ATTORNEYS-IN-FACT TO EXECUTE IN THE NAME
OF EACH SUCH PERSON AND TO FILE SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT AS THE REGISTRANT DEEMS APPROPRIATE,
AND APPOINTS EACH OF SUCH PERSONS AS ATTORNEYS-IN-FACT TO SIGN ON HIS OR HER
BEHALF INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW AND TO FILE ALL
AMENDMENTS, EXHIBITS, SUPPLEMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ J. LAWRENCE WILSON CHAIRMAN OF THE BOARD, CHIEF
- ------------------------------------- EXECUTIVE OFFICER AND
(J. LAWRENCE WILSON) DIRECTOR
/s/ FRED W/ SHAFFER VICE PRESIDENT AND CHIEF
- ------------------------------------- FINANCIAL OFFICER (PRINCIPAL
FRED W. SHAFFER FINANCIAL AND ACCOUNTING
OFFICER)
/s/ GEORGE B. BEITZEL DIRECTOR
- -------------------------------------
(GEORGE B. BEITZEL)
/s/ DANIEL B. BURKE DIRECTOR OCTOBER 11, 1996
- -------------------------------------
(DANIEL B. BURKE)
- ------------------------------------- DIRECTOR
(EARL G. GRAVES)
/s/ JAMES A. HENDERSON DIRECTOR
- -------------------------------------
(JAMES A. HENDERSON)
/s/ JOHN H. MCARTHUR DIRECTOR
- -------------------------------------
(JOHN H. MCARTHUR)
</TABLE>
II-4
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PAUL F. MILLER, JR. DIRECTOR
- -------------------------------------
(PAUL F. MILLER, JR.)
- ------------------------------------- DIRECTOR
(JORGE P. MONTOYA)
/s/ SANDRA O. MOOSE DIRECTOR
- -------------------------------------
(SANDRA O. MOOSE)
/s/ JOHN P. MULRONEY DIRECTOR
- -------------------------------------
(JOHN P. MULRONEY)
OCTOBER 11, 1996
/s/ GILBERT S. OMENN DIRECTOR
- -------------------------------------
(GILBERT S. OMENN)
- ------------------------------------- DIRECTOR
(RONALDO H. SCHMITZ)
/s/ ALAN SCHRIESHEIM DIRECTOR
- -------------------------------------
(ALAN SCHRIESHEIM)
/s/ MARNA C. WHITTINGTON DIRECTOR
- -------------------------------------
(MARNA C. WHITTINGTON)
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ------------------------------------------------------------------------ ----------
<C> <S> <C>
3(a) Restated Certificate of Incorporation of the Company as amended to date
(incorporated by reference from Exhibit 3 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994).............
(b) Bylaws of the Company as amended to date (incorporated by reference from
Exhibit 3 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994)..............................................
4(a) Indenture dated as of April 1, 1986 between the Company and Mellon Bank,
N.A., as successor to CoreStates Bank, N.A., formerly, The
Philadelphia National Bank, as Trustee, restated to give effect to the
First Supplemental Indenture dated as of December 15, 1988 and the
Second Supplemental Indenture dated as of May 1, 1992 (incorporated by
reference from Exhibit 4(c) of Registration Statement No.
33-42590).............................................................
(b) Subordinated Indenture dated as of May 1, 1992 between the Company and
Wachovia Bank of Georgia, National Association, as Trustee
(incorporated by reference from Exhibit 4(d) of Registration Statement
No. 33-42590).........................................................
5 Opinion of Robert P. Vogel, Esq. General Counsel for the Company........
12 Computation of Ratio of Earnings to Fixed Charges of the Company and
Subsidiaries..........................................................
23(a) Consent of KPMG Peat Marwick LLP........................................
(b) Consent of Robert P. Vogel, Esq. (included in Exhibit 5)................
24 Power of Attorney (included on pages II-4 and II-5 of this Registration
Statement)............................................................
25(a) Statement of Eligibility and Qualification on Form T-1 of CoreStates
Bank, N.A., predecessor to Mellon Bank, N.A., to act as Trustee under
the Senior Debt Indenture (incorporated by reference from Exhibit 26
of Registration Statement No. 33-42590)...............................
(b) Statement of Eligibility and Qualification on Form T-1 of Wachovia Bank
of Georgia, National Association to act as Trustee under the
Subordinated Debt Indenture (incorporated by reference from Exhibit 26
of Registration Statement No. 33-42590................................
</TABLE>
<PAGE> 1
[ROHM AND HAAS COMPANY LETTERHEAD]
Exhibit 5
October 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration Statement on Form S-3 for
Debt Securities to be Offered Pursuant to Rule 415
I have acted as counsel to Rohm and Haas Company (the "Company") in
connection with the preparation and filing today with the Securities and
Exchange Commission of a Registration Statement (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to the proposed issuance
and sale from time to time by the Company of up to $300,000,000 aggregate
offering price of debt securities ("Debt Securities"), each series of which will
be offered on terms to be determined at the time of sale. Certain series of the
Debt Securities may be convertible into shares of common stock, par value $2.50
per share (the "Common Stock"), of the Company issuable upon the conversion
of the applicable series of the Debt Securities (the "Conversion Shares").
The Debt Securities are to be issued either pursuant to the terms of
(a) an Indenture dated as of April 1, 1986, as supplemented by a First
Supplemental Indenture dated as of December 15, 1988 and a Second Supplemental
Indenture dated as of May 1, 1992, as incorporated by reference in the
Registration Statement, between the Company and Mellon Bank, N.A., successor to
CoreStates Bank, N.A., as Trustee (the "Indenture") or (b) the Subordinated
Indenture dated as of May 1, 1992, as incorporated by reference in the
Registration Statement, between the Company and Wachovia Bank of Georgia,
National Association, as Trustee (the "Subordinated Indenture"), and may be sold
directly or indirectly to purchasers, through agents, to dealers or to
underwriters, as described in the Registration Statement. The Indenture and the
Subordinated Indenture provide for the issuance of Debt Securities in
<PAGE> 2
Securities and Exchange Commission
October 11, 1996
Page 2
series having such terms, conditions and other provisions as may be authorized
and designated in accordance with the procedures set forth therein.
I have examined the corporate records and documents, statements and
certificates of officers of the Company and other matters which I have
considered appropriate to enable me to give this opinion.
Based upon the foregoing, I am of the opinion that (i) when (a) the
actions required by the Indenture or the Subordinated Indenture, as the case may
be, for the authorization and designation of a series of Debt Securities and the
establishment of the form, terms, conditions and other provisions of Debt
Securities of such series have been duly and properly taken, (b) the Debt
Securities have been executed and authenticated in accordance with the
provisions of the Indenture or the Subordinated Indenture, as the case may be
and (c) the Debt Securities have been issued and delivered against payment
therefor, such Debt Securities will be validly issued and binding obligations of
the Company, subject to bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting the enforcement of creditors' rights,
including laws governing the payment and collection of interest, and to general
equity principles, and (ii) the Conversion Shares, when and to the extent issued
upon conversion of an applicable series of Debt Securities pursuant to the terms
thereof, will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Validity of
Securities" in the related Preliminary Prospectus dated October 11, 1996, and
in any supplemented or definitive versions of the Preliminary Prospectus.
Sincerely,
Robert P. Vogel
Vice President and General Counsel
RPV/sb
<PAGE> 1
EXHIBIT 12
ROHM AND HAAS COMPANY
AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings before income
taxes $294 $441 $407 $194 $261 $240
Fixed charges 37 84 82 79 83 79
Capitalized interest
adjustment (2) (5) (2) (7) (3) (6)
Undistributed earnings
adjustment 8 (3) (2) 6 2 (2)
---- ---- ---- ---- ---- ----
Earnings $337 $517 $485 $272 $343 $311
---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges 9.1 6.2 5.9 3.4 4.1 3.9
---- ---- ---- ---- ---- ----
</TABLE>
Note: Earnings consist of earnings before income taxes and fixed charges
after eliminating undistributed earnings (losses) of affiliates and
capitalized interest net of amortization of previously capitalized
interest. Fixed charges consist of interest expense, including
capitalized interest, and amortization of debt discount and expense on
all indebtedness, plus one-third of rent expense deemed to represent
an interest factor.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Rohm and Haas Company:
We consent to the use of our report included herein by reference in this
registration statement on Form S-3 and to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
October 10, 1996
