<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
ROHM AND HAAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1028370
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities................ $700,000,000(2) 100% $700,000,000 $194,600
Common Stock ($2.50 par value) (3) (3) (3) (3)
===========================================================================================================
</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
$700,000,000.
(3) 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
[LOGO]
ROHM AND HAAS COMPANY
100 Independence Mall West
Philadelphia, Pennsylvania 19106-2399
(215) 592-3000
- --------------------------------------------------------------------------------
BY THIS PROSPECTUS, WE MAY OFFER
$700,000,000
DEBT SECURITIES
- --------------------------------------------------------------------------------
The information contained in this prospectus is not complete and may be changed.
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities nor determined if
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS ______________.
<PAGE> 3
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS..........................................................1
THE COMPANY....................................................................1
USE OF PROCEEDS................................................................2
RATIO OF EARNINGS TO FIXED CHARGES.............................................2
WHERE YOU CAN FIND MORE INFORMATION............................................2
DESCRIPTION OF THE DEBT SECURITIES.............................................3
GENERAL TERMS OF THE DEBT SECURITIES..................................4
TAX CONSIDERATIONS....................................................5
DENOMINATIONS.........................................................5
TRANSFER..............................................................5
GLOBAL SECURITIES.....................................................5
ORIGINAL ISSUE DISCOUNT SECURITIES....................................6
CONVERTIBLE DEBT SECURITIES...........................................6
SENIOR DEBT...........................................................8
SUBORDINATED DEBT.....................................................8
ABSENCE OF RIGHTS TO ASSETS OF SUBSIDIARIES...........................9
RESTRICTIVE PROVISIONS................................................9
RESTRICTIONS ON MERGER...............................................11
EVENTS OF DEFAULT....................................................11
MODIFICATION AND WAIVER..............................................12
DEFEASANCE PROVISIONS................................................13
THE TRUSTEES.........................................................13
DESCRIPTION OF CAPITAL STOCK..................................................14
COMMON STOCK.........................................................14
PREFERRED STOCK......................................................15
PLAN OF DISTRIBUTION..........................................................15
EXPERTS .....................................................................17
LEGAL OPINIONS................................................................17
<PAGE> 4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, we may sell any type of the debt securities
described in this prospectus in one or more offerings up to a total dollar
amount of $700,000,000. We provide information to you about the debt securities
in three documents that progressively provide more detail:
1. This Prospectus.
Contains general information that may or may not apply to each offering of
debt securities.
2. The Prospectus Supplement.
Will contain more specific information than this prospectus and may also
add, update or change information contained in this prospectus. To the
extent information differs from this prospectus, rely on the different
information in the prospectus supplement.
3. The Pricing Supplement.
If applicable, will provide final details about a specific offering and
the terms of the offered debt securities, including their price. To the
extent information differs from this prospectus or the prospectus
supplement, you should rely on the different information in the pricing
supplement.
You should read both this prospectus and any prospectus supplement together with
any additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION to learn about Rohm and Haas Company.
THE COMPANY
Rohm and Haas Company ("we" or "us") is a manufacturer of specialty chemicals.
Its products are those invisible ingredients that make things work better and
last longer. Our products are an essential component in a wide variety of items,
including laundry detergents, house paints, industrial coatings, food packaging,
computer equipment, cellular phones, window frames, diapers, refined sugar,
construction materials, magazines and products for the agricultural industry.
Our annual sales approach $4 billion and we report our financial performance
based upon our three groups: Performance Polymers, Chemical Specialties and
Electronic Materials. Performance Polymers accounts for approximately 70% of
total revenues. Chemical Specialties accounts for approximately 20% of total
revenues and Electronic Materials accounts for approximately 10%. We have
manufacturing facilities located in 26 countries and employ approximately 10,500
people worldwide.
[PIE CHART]
<PAGE> 5
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for general
corporate purposes, including capital expenditures and possibly acquisitions. In
1999, we expect to spend approximately $200 million for additions to land,
buildings and equipment. If we do not use the net proceeds immediately, we will
invest them in short-term, interest-bearing obligations.
- --------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
9.5 8.2 6.2 5.9 3.4
</TABLE>
NINE MONTHS ENDED
SEPTEMBER 30, 1998
------------------
12.6
- - Earnings consist of earnings before income taxes and extraordinary item 1/:
(a) excluding:
(i) undistributed earnings (losses) of affiliates; and
(ii) capitalized interest;
(b) plus:
(i) fixed charges; and
(ii) amortization of previously capitalized interest.
- - Fixed charges consist of:
(a) interest expensed and capitalized;
(b) amortized premiums, discounts and capitalized expenses related to
indebtedness; and
(c) a share of rental expense which is deemed to represent an interest
factor.
- ---------------------------
1/ Earnings used in the computation of the ratio of earnings to fixed charges
for the nine months ended September 30, 1998 include the impact of a $19
million extraordinary loss on the early extinguishment of debt.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement we filed with the SEC. The
registration statement contains additional information about us and the debt
securities. In addition, we file annual, quarterly and special reports, proxy
statements, and other information with the SEC. You may read and, for a set fee,
copy the registration statement, including exhibits, and any of the other
information we file at the following SEC public reference facilities:
- - 450 Fifth Street, N.W.
Washington, D.C. 20549
- - Seven World Trade Center
Suite 1300
New York, New York 10048
- - Citicorp Center
Suite 1400
500 West Madison Avenue
Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on these public
reference facilities.
You may also inspect this information at the New York Stock Exchange, the
exchange on which our common stock is listed. That address is:
New York Stock Exchange, Inc.
20 Broad Street
New York, New York 10005
Our SEC filings are also available to the public over the Internet at the SEC's
website (http://www.sec.gov) or our website (http://www.rohmhaas.com).
In addition, the SEC allows us to "incorporate by reference" the information in
documents that we file with them. This means that we can disclose important
information to you by referring you to those
-2-
<PAGE> 6
documents. The information incorporated by reference is an important part of
this prospectus, and information in documents that we file later with the SEC
will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all of the
debt securities.
- - Annual Report on Form 10-K for the year ended December 31, 1997;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998;
- - Current Report on Form 8-K dated May 7, 1998; and
- - The description of our common stock contained in our registration
statement filed under the Exchange Act, as amended in our quarterly report
on Form 10-Q for the quarter ending September 30, 1996.
You may request a copy of these filings, at no charge, by writing or telephoning
us at the following address:
Rohm and Haas Company
Public Relations Department
100 Independence Mall West
Philadelphia, PA 19106-2399
(215) 592-3000
In making your investment decision, you should rely only on the information
provided in this prospectus, any supplement, the registration statement, or any
information incorporated by reference. We have not authorized anyone else to
provide you with different information. In addition, you should not assume that
the information in this prospectus or any other document is accurate as of any
date other than the date on the front of those documents.
DESCRIPTION OF THE DEBT SECURITIES
This section describes the general terms and provisions of the debt securities.
Each time we offer debt securities, we will describe in a prospectus supplement
and possibly a pricing supplement the specific terms of that particular
offering.
We will issue either senior debt securities or subordinated debt securities. In
either case, the debt securities may be convertible into our common stock.
We will issue the senior debt securities under an indenture dated April 1, 1986,
between us and Mellon Bank, N.A., as Trustee. We have supplemented this
indenture by amendments dated December 15, 1988 and May 1, 1992.
We will issue the subordinated debt securities under an indenture dated May 1,
1992, between us and Wachovia Bank of Georgia, National Association, as Trustee.
The indentures are contracts between us and the Trustee. If we default on the
debt securities, the Trustee has the power to enforce your rights against us. In
addition, the Trustee performs administrative duties on our behalf, such as
sending you interest
-3-
<PAGE> 7
payments and transferring your debt securities to a new purchaser.
We have summarized selected provisions of the indentures below. Because this is
only a summary, it is not complete and does not describe every aspect of the
securities. The indentures are filed as exhibits to our registration statement.
Whenever we refer to particular sections or defined terms of the indentures in
this prospectus or in a prospectus supplement, such sections or defined terms
are incorporated by reference here or in the prospectus supplement. This summary
is also subject to and qualified by reference to the description of the
particular terms of your series described in the prospectus supplement. You
should read the indentures for provisions that may be important to you but which
are not included in this summary. Look under the heading WHERE TO FIND MORE
INFORMATION to find out how to locate the indentures.
In the summary below, we have included references to section numbers of the
applicable indentures so that you can easily locate these provisions. We have
capitalized those terms used in the summary that are defined in the indentures.
GENERAL TERMS OF THE DEBT SECURITIES
The debt securities will be our direct unsecured obligations. The senior debt
securities will rank equally with all of our other senior and unsubordinated
debt. The subordinated debt securities will have a junior position to our senior
debt. Under the indentures, we may issue an unlimited amount of debt securities
from time to time in one or more series.
A prospectus supplement or a pricing supplement for a specific series of offered
debt securities will describe the specific terms of those offered securities.
The supplement will address some or all of the following:
- - the title of the debt securities and whether the debt securities are
senior or subordinated;
- - the principal amount of the debt securities;
- - the price (expressed as a percentage of the aggregate principal amount) at
which we will sell the debt securities;
- - whether the debt securities will be convertible into common stock, and if
so, the specific conditions under which conversion will occur;
- - the date of maturity of the debt securities;
- - the methods by which amounts payable in respect of the principal of and
any premium on, or upon redemption of, the debt securities will be
calculated and the date or dates on which we will pay such amounts;
- - the interest rate or rates or the methods by which the interest rate or
rates on the debt securities will be calculated and the dates on which we
will pay the interest on the debt securities;
- - the place or places where the principal of, and any interest and premium
on, the debt securities will be payable;
-4-
<PAGE> 8
- - any obligation we will have to redeem or purchase the debt securities;
- - whether the debt securities will be represented by a global security, as
discussed in the section below entitled GLOBAL SECURITIES; and
- - any other additional or different terms of the debt securities. (Section
301).
TAX CONSIDERATIONS
If we offer convertible debt securities, securities with Original Issue
Discount, certain variable rate securities or other debt securities with special
federal income tax considerations, we will address the federal income tax
considerations of those securities in greater detail in an applicable prospectus
supplement or pricing supplement.
DENOMINATIONS
Unless the prospectus supplement or a pricing supplement indicates otherwise, we
will issue the debt securities in registered form without coupons in
denominations of $1,000 and multiples of $1,000. (Section 302).
TRANSFER
You may transfer or exchange debt securities without a service charge. We may,
however, require a payment to cover any tax or governmental charge. (Section
305).
GLOBAL SECURITIES
We may issue debt securities in the form of one or more global securities that
will be registered in the name of a depository or its nominee and will be
deposited with the depository or its nominee or custodian, which will be
identified in the prospectus supplement.
LIMITATION ON YOUR ABILITY TO OBTAIN SECURITIES REGISTERED IN YOUR NAME
Global securities will not be registered in the name of any person, or exchanged
for debt securities that are registered in the name of any person, other than
the depository unless:
- - the depository notifies us that it is unwilling, unable or no longer
qualified to continue acting as depository and we do not appoint a
successor depository within 90 days of receipt of such notice;
- - we determine that debt securities of any series shall no longer be
represented by a global security; or
- - any other circumstance described in the prospectus supplement or a pricing
supplement shall exist.
In those circumstances, the depository will determine in whose names any debt
securities issued in exchange for the global security shall be registered.
(Section 205).
The depository or its nominee will be considered the sole owner and holder of
the global security for all purposes, and as a result:
- - you cannot get debt securities registered in your name if they are
represented by the global security;
-5-
<PAGE> 9
- - you cannot receive certificated (physical) debt securities in exchange for
your beneficial interest in the global security;
- - you will not be considered to be the owner or holder of the global
security or any debt securities it represents for any purpose; and
- - all payments on the global security will be made to the depository or its
nominee.
Note that the laws of some jurisdictions require that certain kinds of
purchasers (for example, certain insurance companies) can only own securities in
definitive (certificated) form. These laws may limit your ability to transfer
your beneficial interests in the global security to these types of purchasers.
BENEFICIAL INTERESTS IN GLOBAL SECURITIES
Only institutions (such as a securities broker or dealer) that have accounts
with the depository or its nominee (and are called "participants") and persons
who may hold beneficial interests through participants can own a beneficial
interest in the global security. The only place where the ownership of
beneficial interests in the global security will appear and the only way the
transfer of those interests can be made will be on the records kept by the
depository (for their participants' interests) and the records kept by those
participants (for interests of persons held by participants on their behalf).
The specific terms of the depository arrangement will be described in the
prospectus supplement or the pricing supplement.
ORIGINAL ISSUE DISCOUNT SECURITIES
We may sell the debt securities at a substantial discount below the principal
amount. These securities would be called Original Issue Discount Securities. In
the event of a default and acceleration of repayment, the Original Issue
Discount Securities will be due and payable for an amount less than the
principal. You should refer to the section entitled EVENTS OF DEFAULT for more
information on what constitutes a default.
The prospectus supplement or the pricing supplement will indicate whether the
offered debt securities are Original Issue Discount Securities and will describe
the special tax, accounting and other considerations applicable to such
securities.
CONVERTIBLE DEBT SECURITIES
We may also issue debt securities that are convertible. These securities will be
convertible at any time during a specified period into shares of our common
stock at a specified conversion price. The conversion price will be specified in
the prospectus supplement or a pricing supplement. You will be able to convert a
portion of a convertible debt security if the unconverted amount of your debt
security is equal to an authorized denomination. (Section 1302).
REDEMPTION
If we give you notice that we are redeeming the convertible debt securities, you
will have until close of business on the date specified in the notice of
redemption to decide whether to exercise your right to convert.
-6-
<PAGE> 10
If you have the right to require us to redeem the debt securities, your
conversion right will expire upon our receipt of written notice that you have
exercised your redemption right. (Sections 1104 and 1106).
PAYMENT OPTIONS
If you exercise your right to convert your debt securities, we may elect to pay
you an amount in cash equal to the market value of the shares of common stock
rather than deliver the shares of common stock. We must make such a cash payment
no later than eight business days following receipt of your notice of
conversion. (Sections 301, 1104 and 1302).
FRACTIONAL SHARES
We will not issue fractional shares upon conversion. Instead, we will pay you
cash in an amount equal to the market value of the fractional shares. (Section
1303).
PRICE ADJUSTMENT
The conversion price of the convertible debt securities will be subject to
adjustment under certain circumstances. These include:
- - the issuance of shares of our capital stock as a dividend or distribution
on our common stock;
- - subdivisions and combinations of common stock;
- - the issuance of shares of capital stock due to a reclassification of the
common stock;
- - the issuance to all holders of common stock of rights or warrants that
entitle them to purchase shares of common stock at a price lower than the
current market price per share (for a period not exceeding 60 days); and
- - the distribution of debt securities or assets, other than cash dividends
or distributions provided for in the indentures, to all of the holders of
common stock in connection with any merger or consolidation.
We will not adjust the conversion price if the total increase or decrease is
less than 1% of the conversion price. We will, however, take into account the
amount that the conversion price would have been adjusted in determining the
need for any future adjustment. (Section 1304).
CHANGE IN OWNERSHIP
If we undergo a merger, consolidation or transfer of substantially all of our
assets, you may still exercise your right to convert any convertible debt
security. You may convert the debt securities after the transaction into the
same securities, cash or other assets that you would have been entitled to
receive in the transaction if you had converted the debt securities immediately
prior to the transaction.
TAX DISTRIBUTION
If we distribute property to our stockholders that is taxable as a dividend for
federal income tax purposes, the number of shares into which the debt securities
are convertible may be increased under the anti-dilution provisions of the
indentures. Such an
-7-
<PAGE> 11
increase may be deemed to be the payment of a taxable dividend.
SENIOR DEBT
If we issue debt securities that are part of our senior debt, they will be
issued under the senior debt indenture. Senior debt securities will rank equally
with all of our unsecured and unsubordinated debt.
SUBORDINATED DEBT
If we issue debt securities that are part of our subordinated debt, they will be
issued under the subordinated debt indenture. The payment of principal of, and
any interest and premium on, the subordinated debt securities will generally be
junior in right of payment to the prior payment in full of all senior debt.
Debt is defined in the subordinated debt indenture to include:
- - all obligations for borrowed money;
- - all obligations evidenced by bonds, debentures, notes or other similar
instruments;
- - all debt of others secured by a lien on any of our assets; and
- - all debt of others for which we are responsible as obligor or guarantor.
(Section 101 of the subordinated debt indenture).
Senior debt is defined in the subordinated debt indenture to include all of our
debt except:
- - debt securities issued under the subordinated debt indenture; and
- - debt evidenced by an instrument that expressly provides that the debt is
subordinated to the debt securities issued under the subordinated debt
indenture or to other debt. (Section 1402 of the subordinated debt
indenture).
If we dissolve, file for bankruptcy, or become insolvent and subsequently
distribute assets to debtholders, holders of subordinated debt securities will
be required to pay their share of the distributed assets to the holders of
senior debt securities until the senior debt obligations have been paid in full.
Creditors of our company who hold neither senior nor subordinated debt would
recover proportionately less than holders of senior debt securities but
proportionately more than holders of subordinated debt securities. (Section 1403
of the subordinated debt indenture).
If we are required to repay the subordinated debt securities prior to their
maturity date when an event of default occurs, we must notify all holders of
senior debt securities. The subordinated debt indenture prohibits us from paying
the subordinated debt securities for 180 days following an acceleration due to a
default. After 180 days, we may only pay the holders of the subordinated debt
securities if the subordinated debt indenture allows us to do so. (Section 1404
of the subordinated debt indenture).
-8-
<PAGE> 12
If:
- - we have defaulted on our senior debt;
- - an event of default that permits acceleration of our senior debt has
occurred, and is continuing; or
- - a judicial action relating to such default or acceleration is pending; or
- - such default, acceleration or judicial action occurs immediately after an
acquisition, payment, redemption or purchase;
then we may not:
- - acquire;
- - pay the principal of, any interest or any premium on;
- - redeem;
- - purchase; or
- - pay cash upon conversion of
any subordinated debt securities. The only exception to this is sinking fund
purchases of debt securities before a default. (Section 1405 of the subordinated
debt indenture).
If we offer subordinated debt securities, the prospectus supplement or the
pricing supplement will disclose the amount of outstanding senior debt at the
end of the most recent fiscal quarter. The indentures place no restrictions on
the creation of any other indebtedness, including additional senior debt.
ABSENCE OF RIGHTS TO ASSETS OF SUBSIDIARIES
Our subsidiaries are separate legal entities and have no obligation to pay any
amounts due to the holders of the debt securities. The debt securities are our
obligations and are effectively subordinated to the indebtedness of our
subsidiaries.
We may have the right to receive assets of a subsidiary should it liquidate or
reorganize. Our right will be subordinated to the rights of creditors of that
subsidiary, including trade creditors. Therefore, your right, as a holder of our
debt securities, to receive some of the assets of the liquidating or
reorganizing subsidiary will be subordinated to the rights of the subsidiary's
creditors. If we are a creditor of the subsidiary, we would receive any assets
remaining after the secured creditors and other debtholders of the subsidiary
are paid.
RESTRICTIVE PROVISIONS
The senior debt indenture contains restrictive provisions that apply to us and
to our Restricted Subsidiaries, as defined in that indenture. These provisions
are effective whenever senior debt securities issued under the senior debt
indenture are outstanding.
Under the senior debt indenture, a Subsidiary is a corporation that we control
because we, or any of our Subsidiaries, own a majority of the Subsidiary's
voting shares, which gives us the right to elect its directors. A Restricted
Subsidiary is a Subsidiary that owns or leases any Principal Operating Property.
A Principal Operating Property is any principal manufacturing facility (or
certain
-9-
<PAGE> 13
related facility) in the United States, any of its territories or possessions,
or Puerto Rico that we, or any Subsidiary, have owned and operated for more than
90 days. A Subsidiary will not be a Restricted Subsidiary if our Board of
Directors determines that the facility is not material to our business as a
whole. Any Subsidiary that is not a Restricted Subsidiary is an Unrestricted
Subsidiary. (Section 101 of the senior debt indenture).
LIMITATIONS ON MORTGAGES
Under the senior debt indenture, if we, or any of our Restricted Subsidiaries,
incur debt that is secured by a Principal Operating Property or stock or debt of
a Restricted Subsidiary, we must secure the senior debt securities at least
equally and ratably with the secured debt. However, if the total amount of our
secured debt and the present value of any remaining rent payments for certain
sale and leaseback transactions involving a Principal Operating Property would
not exceed 5% of our consolidated net worth, this requirement does not apply.
(Section 1009 of the senior debt indenture). In calculating our consolidated net
worth under the senior debt indenture, we include capital stock, surpluses, and
surplus reserves of our Unrestricted Subsidiaries, as defined in the senior debt
indenture. However, in calculating the aggregate amount of secured debt, we may
exclude:
- - mortgages that existed at the time the company became a Restricted
Subsidiary;
- - mortgages in our favor or in favor of a Restricted Subsidiary;
- - mortgages in favor of governmental bodies that secure progress or advance
payments;
- - mortgages existing at the time of an acquisition;
- - purchase money and construction mortgages which are entered into or for
which commitments are received within a certain time period; and
- - any extensions, renewals or refunding of these categories of mortgages.
LIMITATIONS ON SALES AND LEASEBACKS
The senior debt indenture prohibits us and any Restricted Subsidiary from
selling or transferring a Principal Operating Property with the intention of
leasing it back. However, this restriction does not apply in the following
situations:
- - if we or the Restricted Subsidiary could mortgage the Principal Operating
Property for an amount equal to the present value of any remaining rent
payments without equally and proportionately securing the senior debt
securities;
- - if, within 120 days after the sale or transfer, we or the Restricted
Subsidiary uses the greater of the net proceeds from the sale of the
property or the fair market value of the property (subject to certain
credits) to retire its long-term debt;
- - if, within 120 days after the sale or transfer, we or the Restricted
Subsidiary uses an amount equal to the greater of the net proceeds from
the sale of the property or
-10-
<PAGE> 14
the fair market value of the property to purchase a similar property;
- - if we or the Restricted Subsidiary sells or transfers the property (or
enters into an agreement for such a sale or transfer) within 120 days
after the latest of the acquisition of the property, the completion of its
construction, or the start of full operations;
- - if the lease period, including renewals, is for not more than three years;
or
- - if the sale and leaseback transaction is between us and a Restricted
Subsidiary or between Restricted Subsidiaries. (Section 1010 of the senior
debt indenture).
RESTRICTIONS ON MERGER
We may not merge or consolidate with any corporation or sell substantially all
of our assets to another corporation unless:
- - the successor corporation is incorporated under the laws of the United
States or a state of the United States or the District of Columbia and
assumes the payment of principal of, and any interest and premium on, the
debt securities and the performance and observance of the covenants and
conditions of the indenture; and
- - the successor corporation is not in default in the performance of any
covenant or condition of the indenture immediately following the merger,
consolidation, or sale. (Section 801).
EVENTS OF DEFAULT
Under the indentures, it is an event of default if:
- - we fail to pay the principal of, or any premium on, any debt security when
due;
- - we fail to pay interest on any debt security for 30 days;
- - we fail to deposit any sinking fund payment when due;
- - we fail to perform any other covenant in the indenture for 60 days after
we receive written notice of such failure;
- - there is an acceleration of the maturity of any of our indebtedness
because of a default that continues for ten days after we receive written
notice of such default;
- - certain events in bankruptcy, insolvency or reorganization occur; or
- - any other event of default prescribed for the particular series of debt
securities occurs. (Section 501).
REMEDIES IF AN EVENT OF DEFAULT OCCURS
If an event of default for any series of debt securities occurs and is
continuing, the Trustee or the holders of at least 25% in total principal amount
of the debt securities of the relevant series may declare the entire principal
amount of that series due and payable immediately. Subject to certain
conditions, if the debt is accelerated, the holders of a majority of the total
principal
-11-
<PAGE> 15
amount of the debt securities of that series can rescind the declaration of
acceleration. (Section 502).
If the debt securities are Original Issue Discount Securities, the prospectus
supplement or a pricing supplement will specify the portion of the principal of
that series that will be due and payable upon an acceleration.
MODIFICATION AND WAIVER
Under the indentures, in order to change our rights and obligations and the
rights of any holders of debt securities, a majority of the holders of the total
principal amount of the debt securities of that series must consent to the
change. However, we may not make any of the following changes unless each holder
of debt securities affected by such change gives his or her specific consent:
- - changes to the maturity date of the principal of, any installment of the
principal of, or any interest on, the debt securities;
- - reduction of the principal amount of, or the rate of interest or any
premium on, the debt securities;
- - reduction of the amount of principal of any Original Issue Discount
Security that becomes payable on acceleration;
- - change in the place or currency of payment of principal of, or interest or
any premium on, the debt securities;
- - changes that adversely affect any available right of conversion;
- - changes that impair the right to institute suit for payment or to enforce
a conversion right; and
- - changes that reduce the percentage of principal amount held by holders
required to amend the indentures or waive certain defaults. (Section 902).
Under the indentures, a majority of the holders of debt securities of any series
may waive past defaults with respect to that series other than:
- - defaults in the payment of principal of or interest or any premium on that
series of debt securities; or
- - defaults regarding provisions that cannot be modified or amended without
the consent of each holder of that series. (Section 513).
HOLDERS OF SENIOR DEBT
The holders of a majority of the total principal amount of the senior debt
securities of any series may waive certain requirements of the senior debt
indenture on behalf of the entire class of holders of that series.
(Section 1012 of the senior debt indenture).
We may not make any changes in the subordinated debt indenture that would impair
your superior position as a holder of senior debt without your consent. (Section
907 of the subordinated debt indenture).
HOLDERS OF SUBORDINATED DEBT
We may not make any changes that adversely affect any subordination provisions
unless each holder of debt
-12-
<PAGE> 16
securities affected by such change gives his or her specific consent. (Section
902 of the subordinated debt indenture).
DEFEASANCE PROVISIONS
DEFEASANCE AND DISCHARGE
We will be discharged from our obligations on the debt securities of any series
if we deposit with the Trustee sufficient cash or government securities to pay
the principal of, any interest or premium on, and any sinking fund payments with
respect to that series as required by the terms of that series. This discharge
will become effective 91 days after we deposit the cash or securities with the
Trustee. If we are discharged, we must continue to register the transfer and
exchange of the debt securities, replace lost, stolen or mutilated debt
securities and, if necessary, convert the debt securities.
We will only be eligible for discharge if the Internal Revenue Service rules
that a discharge is not a taxable event to the holders of the debt securities.
We will not be eligible for discharge if a discharge would cause debt securities
that are listed on the New York Stock Exchange to be delisted. (Section 403).
DEFEASANCE OF CERTAIN COVENANTS
The senior debt indenture provides us with the option to not comply with the
restrictive covenants of Sections 1009 and 1010. Section 1009 refers to
limitations on mortgages and Section 1010 refers to limitations on sale and
leaseback transactions.
To exercise our option, we must deposit with the Trustee sufficient cash or
government securities to pay the principal of, any interest or premium on, and
any sinking fund payments with respect to that series as required by the terms
of that series. In addition, we will have to deliver to the Trustee an opinion
of counsel that the holders of the debt securities will not have to recognize
income, gain or loss for Federal income tax purposes as a result of our covenant
defeasance. (Section 1011 of the senior debt indenture).
DEFEASANCE AND EVENTS OF DEFAULT
If an event of default occurs after we exercise our option to not comply with
certain covenants of the senior debt indenture, as discussed above, the debt
securities may become due and payable. If the amount of money and government
securities held by the Trustee is not sufficient to pay the amounts due upon
acceleration, we will remain liable to pay the amounts due on the debt
securities.
THE TRUSTEES
SENIOR DEBT INDENTURE
Mellon Bank, N.A. is the trustee under the senior debt indenture. We have issued
several series of securities under that indenture:
- - 9 3/8% Debentures due November 15, 2019;
- - 9 7/8% Notes due September 1, 2000; and
- - 9.50% Medium-Term Notes due 2021.
Mellon Bank, N.A. is also the trustee under an indenture dated April 1, 1990
under which Rohm and Haas Holdings, Ltd., a
-13-
<PAGE> 17
wholly owned subsidiary, issued 9.80% Amortizing Debentures due April 15, 2020.
We have guaranteed these Debentures.
In addition, Mellon Bank, N.A. is the trustee under an indenture dated December
20, 1991 relating to a sale and leaseback of assets at our Texas subsidiary.
Mellon Bank, N.A. also acts as a depository for our funds, makes loans to us,
and performs other services for us in the normal course of business.
SUBORDINATED DEBT INDENTURE
Wachovia Bank of Georgia, National Association is the trustee under the
subordinated debt indenture. It provides no other banking services to us.
THE OBLIGATIONS OF THE TRUSTEE
Other than its duty in the event of a default to act with the required standard
of care, the Trustee is not obligated to exercise its rights or powers under the
indentures at the request or direction of any of the holders of debt securities
unless the holders agree to indemnify the Trustee. (Section 603). If the holders
of the debt securities agree to indemnify the Trustee, the holders of a majority
of the total principal amount of any series of debt securities may take, or
direct the Trustee to take, certain actions. For example, they may direct the
time, method and place of:
- - conducting any proceeding or 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).
OUR DUTIES TO THE TRUSTEE
We are required to give the Trustee an annual statement about our performance of
certain of our obligations under the indentures. In addition, we must inform the
Trustee of any default in this performance. (Section 1008 of the senior debt
indenture and Section 1004 of the subordinated debt indenture).
DESCRIPTION OF CAPITAL STOCK
As of October 4, 1998 our authorized capital stock was 225,000,000 shares. Those
shares consisted of:
- - 200,000,000 of common stock, of which 166,481,479 shares were outstanding;
and
- - 25,000,000 shares of preferred stock, of which 2,198,590 shares were
outstanding.
Our stockholders receive copies of our annual report, which contains audited
consolidated financial statements of the company. Stockholders also receive
quarterly reports which contain unaudited consolidated financial statements.
Please refer to WHERE YOU CAN FIND MORE INFORMATION to determine how to obtain
copies of these reports.
COMMON STOCK
This summary is subject to and qualified in its entirety by reference to all of
the provisions of the description of common
-14-
<PAGE> 18
stock contained in our registration statement filed under the Exchange Act, as
amended in our quarterly report on Form 10-Q for the quarter ending September
30, 1996, which are incorporated by reference in this prospectus. For
information on how to obtain a copy of this report, please refer to WHERE YOU
CAN FIND MORE INFORMATION.
VOTING RIGHTS
The holders of common stock are entitled to one vote for each share of common
stock held in the election of directors and other matters.
DIVIDENDS
Common stockholders may receive dividends when declared by the Board of
Directors. Arrangements with several of our creditors contain restrictions that
may limit our ability to pay dividends.
OTHER RIGHTS
If we liquidate our business, common stockholders will share equally in the
assets remaining after we pay our creditors and preferred stockholders. Common
stockholders are not entitled to preemptive rights to subscribe for additional
shares of capital stock.
LISTING
Our outstanding shares of common stock are listed on the New York Stock Exchange
under the symbol "ROH".
TRANSFER AGENT AND REGISTRAR
Wachovia Bank of North Carolina, N.A. is the transfer agent and registrar for
the common stock.
PREFERRED STOCK
Our Board of Directors can issue one or more series of preferred stock without
stockholder approval. Pursuant to that authority, on June 12, 1992, we issued a
series of convertible preferred stock having initially 2,646,061 shares. The
holders of shares of this series are entitled to cumulative, preferential
dividends at an annual rate of $2.75 per share, payable quarterly.
PLAN OF DISTRIBUTION
We may sell the debt securities through:
- - underwriters or dealers;
- - agents; or
- - directly to one or more institutional purchasers.
The prospectus supplement or the pricing supplement will supply the details of
the plan of distribution, including the offering price, our proceeds from the
sale, the names of the agents, underwriters or dealers and their commissions,
fees or discounts.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of 1933,
as amended (the "Act"). Any discounts or commissions they
-15-
<PAGE> 19
receive from us and any profits they receive on the resale of the offered debt
securities may be treated as underwriting discounts and commissions under the
Act.
We may sell the offered debt securities to dealers at the price offered to the
public. When the dealers later resell these securities, they may be deemed
"underwriters" by the SEC. We will identify any underwriters and agents and
describe their compensation in the prospectus supplement or the pricing
supplement.
We may have agreements with the underwriters and agents to indemnify them
against certain civil liabilities, including liabilities under the Act. Agents
and underwriters may engage in transactions with, or perform services for, us in
the ordinary course of business. This includes commercial banking and investment
banking transactions.
UNDERWRITERS
If underwriters are used in the sale, they will acquire the offered securities
for their own account. The underwriters may resell the securities in one or more
transactions, including negotiated transactions. These sales will be made at a
fixed public offering price or at varying prices determined at the time of the
sale. We may offer the debt securities to the public through an underwriting
syndicate or through a single underwriter.
Unless the prospectus supplement or the pricing supplement states otherwise, the
obligations of the underwriters to purchase the offered securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all of the securities of the series offered if any of the securities are
purchased, unless the prospectus supplement or the pricing supplement says
otherwise. Any initial public offering price and any discounts or concessions
allowed, re-allowed or paid to dealers may be changed from time to time.
AGENTS
We may designate agents to sell the securities. The agents will agree to use
their best efforts to solicit purchases for the period of their appointment.
DIRECT SALES
We may choose to sell the offered debt securities directly. In this case, no
underwriters or agents would be involved.
INSTITUTIONAL PURCHASERS
We may authorize agents, dealers, or underwriters to solicit certain
institutional investors to purchase offered debt securities on a delayed
delivery basis, which provides for payment and delivery on a specified future
date. The prospectus supplement or the pricing supplement will provide the
details of any such arrangement, including the offering price and commissions
payable on the solicitations.
We will only enter into such delayed delivery contracts with institutional
purchasers that we approve. Such institutions may include commercial and savings
banks, insurance companies, pension funds, investment companies, and educational
and charitable institutions.
The agents, underwriters or dealers will have
-16-
<PAGE> 20
no responsibility to assure the validity or performance of these contracts.
EXPERTS
KPMG Peat Marwick LLP, independent certified accountants, audited our financial
statements and related schedules incorporated by reference in this prospectus.
These documents are incorporated by reference in reliance upon the authority of
KPMG Peat Marwick LLP as experts in accounting and auditing.
LEGAL OPINION
Robert P. Vogel, Esquire, who is our General Counsel, will issue an opinion
about the legality of the offered securities. As of December 15, 1998 Mr. Vogel
beneficially owned 54,494 shares of common stock, including shares allocated to
his account under certain of our employee benefit plans and 45,822 shares
subject to options exercisable currently or within sixty days.
-17-
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Filing fee for registration statement............................$194,600
Rating agencies' fees............................................ 15,000
Legal fees and expenses.......................................... 25,000
Accounting fees and expenses..................................... 18,000
Trustee's fees and expenses...................................... 25,000
Printing......................................................... 15,000
Blue sky fees and expenses....................................... 3,000
Miscellaneous.................................................... 2,000
---------
Total......................................................$297,600
=========
- ----------
* 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
<PAGE> 22
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 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
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-5 and II-6 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.
II-2
<PAGE> 23
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.
(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
II-3
<PAGE> 24
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-4
<PAGE> 25
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
21ST DAY OF DECEMBER, 1998.
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.
SIGNATURE TITLE DATE
/s/ J. Lawrence Wilson Chairman of the Board, Chief
_______________________ Executive Officer and Director December 21, 1998
J. Lawrence Wilson
/s/ Bradley J. Bell Vice President and Chief
_______________________ Financial Officer (Principal
Bradley J. Bell Financial and Accounting Officer) December 21, 1998
/s/ William J. Avery December 21, 1998
_______________________ Director
William J. Avery
/s/ Daniel B. Burke December 21, 1998
_______________________ Director
Daniel B. Burke
II-5
<PAGE> 26
SIGNATURE TITLE DATE
/s/ Earl G. Graves December 21, 1998
________________________ Director
Earl G. Graves
/s/ James A. Henderson December 21, 1998
________________________ Director
James A. Henderson
/s/ John H. McArthur December 21, 1998
________________________ Director
John H. McArthur
/s/ Jorge P. Montoya December 21, 1998
________________________ Director
Jorge P. Montoya
/s/ Sandra O. Moose December 21, 1998
________________________ Director
Sandra O. Moose
/s/ John P. Mulroney December 21, 1998
________________________ Director
John P. Mulroney
/s/ Gilbert S. Omenn December 21, 1998
________________________ Director
Gilbert S. Omenn
/s/ Ronaldo H. Schmitz December 21, 1998
________________________ Director
Ronaldo H. Schmitz
/s/ Alan Schriesheim December 21, 1998
________________________ Director
Alan Schriesheim
/s/ Marna C. Whittington December 21, 1998
________________________ Director
Marna C. Whittington
II-6
<PAGE> 27
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
- --------------------------------------------------------------------------------
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-5 and II-6 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).......................
<PAGE> 1
EXHIBIT 5
December 21, 1998
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
Ladies and Gentlemen:
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 $700,000,000 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 series having such terms, conditions and
other provisions as may be authorized and designated in accordance with the
procedures set forth therein.
<PAGE> 2
For purposes of this opinion, I have assumed the proper reservation for
issuance of any Conversion Shares prior to such time, if any, that convertible
Debt Securities are issued.
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 December 21, 1998, and in any
supplemented or definitive versions of the Preliminary Prospectus.
Sincerely,
Robert P. Vogel
Vice President and General Counsel
<PAGE> 1
EXHIBIT 12
ROHM AND HAAS COMPANY
AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(millions of dollars)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
---------------------------------------------
1998 1997 1996 1995 1994 1993
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before income $ 575 $ 611 $ 530 $ 441 $ 407 $ 194
taxes
Fixed charges 50 71 75 84 82 79
Capitalized interest 4 3 (1) (5) (2) (7)
adjustment
Undistributed earnings (1) (11) 12 (3) (2) 6
adjustment
-------------------------------------------------------------
Earnings $ 628 $ 674 $ 616 $ 517 $ 485 $ 272
-------------------------------------------------------------
Ratio of earnings to fixed 12.6 9.5 8.2 6.2 5.9 3.4
charges
</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 incorporation by reference in the registration statement on Form
S-3 of Rohm and Haas Company of our report dated February 23, 1998, relating to
the consolidated balance sheets of Rohm and Haas Company and subsidiaries as of
December 31, 1997 and 1996, the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, and the related consolidated financial
statement schedule as listed in Item 14 of the Form 10-K for the year 1997
under the heading "Financial Statement Schedule," which report appears in the
December 31, 1997 annual report on Form 10-K of Rohm and Haas Company.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
December 21, 1998
