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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1997
REGISTRATION NO. 33-33670
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROHM AND HAAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 23-1028370
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PA 19106-2399
(215) 592-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PA 19106-2399
(215) 592-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
Linda L. Griggs, Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036-5869
(202) 467-7000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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If the only securities being registered on this Form are being 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. [ ]
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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The $95,000,000 in principal amount of securities that were unsold at
the termination of the offering under this Registration Statement on Form S-3
(File No. 33-33670) (the "Registration Statement"), have been carried forward
to a new registration statement on Form S-3 (File No. 333-14017) and thereby
removed from registration under this Registration Statement. By this
Post-Effective Amendment No. 1, this Registration Statement is terminated.
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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
Post-Effective Amendment to the Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania, on March 19, 1997.
ROHM AND HAAS COMPANY
By: /s/ J. Lawrence Wilson
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J. Lawrence Wilson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ J. Lawrence Wilson Chairman of the Board, Chief Executive Officer
- ------------------------------ and Director (Principal Executive Officer) March 19, 1997
J. Lawrence Wilson
* Vice President and Chief Financial Officer March 19, 1997
- ------------------------------ (Principal Financial Officer and Principal
Fred W. Shafer Accounting Officer)
Director March __, 1997
- ------------------------------
George W. Beitzel
* Director March 19, 1997
- ------------------------------
Daniel B. Burke
* Director March 19, 1997
- ------------------------------
Earl G. Graves
* Director March 19, 1997
- ------------------------------
James A. Henderson
* Director March 19, 1997
- ------------------------------
John H. McArthur
Director March , 1997
- ------------------------------
Paul W. Miller, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
Director March __, 1997
- ------------------------------
Jorge P. Montoya
* Director March 19, 1997
- ------------------------------
Sandra O. Moose
* Director March 19, 1997
- ------------------------------
John P. Mulroney
* Director March 19, 1997
- ------------------------------
Gilbert S. Omenn
Director March __, 1997
- ------------------------------
Ronaldo H. Schmitz
* Director March 19, 1997
- ------------------------------
Alan Schriesheim
Director March __, 1997
- ------------------------------
Marna C. Whittington
</TABLE>
*J. Lawrence Wilson by signing his name hereto signs this document on behalf of
each of the persons indicated above pursuant to the powers of attorney executed
by such persons and set forth on the signature page of the Registration
Statement filed with the Securities and Exchange Commission on March 5, 1990.
/s/ J. Lawrence Wilson
-------------------------------------
J. Lawrence Wilson
