SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________
June 7, 1999
(Date of earliest event reported)
ROHM AND HAAS COMPANY
(Exact name of registrant as specified in charter)
_____________________
Delaware
(State of Incorporation)
1-3507
(Commission File Number)
23-1028370
(IRS Employer Identification No.)
100 Independence Mall West, Philadelphia, Pennsylvania 19106
(Address of Principal Executive Offices)(Zip Code)
(215) 592-3000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
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On June 7, 1999, Rohm and Haas Company, a Delaware corporation (the
"Company"), Morton Acquisition Corp. (formerly Gershwin Acquisition Corp.),
an Indiana corporation and a wholly owned subsidiary of the Company, ("Merger
Sub") and Morton International, Inc., an Indiana corporation ("Morton"),
entered into an Amendment (the "Amendment") to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 31, 1999, by and among
the Company, Merger Sub and Morton. The full text of the Amendment is
attached as Exhibit 2.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
2.1 Amendment, dated as of June 7, 1999, to the Agreement and
Plan of Merger, dated as of January 31, 1999, by and
among Rohm and Haas Company, Morton Acquisition Corp. and
Morton International, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
ROHM AND HAAS COMPANY
By: /s/ Robert P. Vogel
----------------------
Name: Robert P. Vogel
Title: Vice President and
General Counsel
Date: June 8, 1999
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Amendment, dated as of June 7, 1999, to the Agreement and Plan of
Merger, dated as of January 31, 1999, by and among Rohm and Haas
Company, Morton Acquisition Corp. and Morton International, Inc.
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AMENDMENT
AMENDMENT, dated as of June 7, 1999, to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 31, 1999, among Rohm and
Haas Company, a Delaware corporation ("Parent"), Morton Acquisition Corp.
(formerly Gershwin Acquisition Corp.), an Indiana corporation and a wholly
owned subsidiary of Parent ("Purchaser"), and Morton International, Inc., an
Indiana corporation (the "Company").
WHEREAS, Section 8.4 of the Merger Agreement provides that the
Merger Agreement may be amended by the parties hereto by action taken by or
on behalf of their respective Boards of Directors;
WHEREAS, the Boards of Directors of Parent, Purchaser and the
Company have duly approved this Amendment;
NOW, THEREFORE, in consideration of the foregoing, Parent,
Purchaser and the Company hereby agree as follows:
1. Section 2.4(a) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
"(a) The articles of incorporation of the Company as in
effect immediately prior to the Effective Time shall be the
articles of incorporation of the Surviving Corporation until
thereafter amended as provided therein and under the BCL."
2. Exhibit 2.4 to the Merger Agreement is deleted.
3. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Indiana, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.
4. This Amendment may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
ROHM AND HAAS COMPANY
By: /s/ Bradley J. Bell
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Name: Bradley J. Bell
Title: Senior Vice President
MORTON ACQUISITION CORP.
By: /s/ Robert P. Vogel
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Name: Robert P. Vogel
Title: Vice President
MORTON INTERNATIONAL, INC.
By: /s/ S. Jay Stewart
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Name: S. Jay Stewart
Title: Chairman and Chief
Executive Officer
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