ROHM & HAAS CO, DEF 14A, 1997-03-21

ROHM & HAAS CO
DEF 14A, 1997-03-21
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS

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3/4/97
DRAFT

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Rohm and Haas Company
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Rohm and Haas Company
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

- - --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

- - --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):1

- - --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- - --------------------------------------------------------------------------------

(5) Total fee paid:

- - --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:
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- - --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- - --------------------------------------------------------------------------------

(3) Filing party:

- - --------------------------------------------------------------------------------

(4) Date filed:

- - --------------------------------------------------------------------------------

- - ----------

1 Set forth the amount on which the filing fee is calculated and
state how it was determined.

2
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100 INDEPENDENCE MALL WEST, PHILADELPHIA PA 19106-2399 TELEPHONE (215) 592-3000

[ROHM AND HAAS LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 5, 1997

The annual meeting of stockholders of Rohm and Haas Company will be held at
WHYY, Independence Mall West, 150 N. 6th Street, Philadelphia, Pennsylvania
19106, on Monday, May 5, 1997, at 10:30 a.m. to act upon the following matters:

1. Election of 14 directors;

2. Proposal to adopt the Rohm and Haas Company Annual Bonus Plan;

3. Proposal to adopt the Rohm and Haas Company Long-Term Bonus Plan;
and

4. Such other business as may properly come before the meeting.

Stockholders of record at the close of business on March 7, 1997, are
entitled to vote their shares.

It is important that your shares be voted at the meeting. Please sign, date
and return the enclosed proxy promptly. The accompanying envelope requires no
postage if mailed in the United States.

A summary report of the meeting will be mailed to stockholders.

Gail P. Granoff
Secretary

March 21, 1997
<PAGE> 4

ROHM AND HAAS COMPANY

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1997

The enclosed proxy is being solicited by Rohm and Haas Company's Board of
Directors for use at the annual meeting of stockholders, and any adjournment of
the meeting. The meeting will be held at WHYY, Independence Mall West, 150 N.
6th Street, Philadelphia, Pennsylvania 19106, on May 5, 1997. Stockholders of
record at the close of business on March 7, 1997 are entitled to notice of and
to vote at the meeting. As of March 7, 1997, the Company had outstanding
62,868,326 shares of common stock and 2,630,609 shares of preferred stock. Each
share of common and preferred stock is entitled to one vote.

All shares represented by properly executed proxies will be voted at the
meeting. Any stockholder may revoke a proxy at any time before it is voted by
providing written notice to the Company's Secretary. The Company has retained
Morrow & Co., Inc. to aid in the solicitation of proxies for a fee of $5,000
plus reasonable out-of-pocket expenses. The Company will pay the cost of
soliciting proxies, which are being mailed about March 21, 1997.

2
<PAGE> 5

ELECTION OF DIRECTORS

Fourteen directors are to be elected at the meeting. The directors will hold
office until the next annual meeting of stockholders, and until their successors
are elected.

The persons identified on pages 3 through 6 were nominated by the Board of
Directors upon the recommendation of the Nominating Committee. All nominees
currently serve on the Board of Directors. If any nominee is unable to serve as
a director, the people named in the proxy will vote for such other nominee as
may be designated by the Board of Directors. No nominee owns more than 1% of the
outstanding stock. Votes may be cast in favor of or withheld from each nominee.
If a quorum is present at the meeting, a nominee will be elected as a director
by receiving the affirmative vote of a majority of the stock represented (in
person or by proxy) at the meeting.