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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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MORTON INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
MORTON ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ROHM AND HAAS COMPANY
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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619335102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PENNSYLVANIA 19106
(215) 592-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
With a Copy to:
WILLIAM E. CURBOW
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 455-2000
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on February 5, 1999 (as amended, the "Schedule 14D-1")
relating to the offer by Morton Acquisition Corp. (formerly known as Gershwin
Acquisition Corp.), an Indiana corporation ("Purchaser") and a wholly owned
subsidiary of Rohm and Haas Company, a Delaware corporation ("Parent"), to
purchase up to 80,916,766 shares (representing 67% of the issued and outstanding
shares as of January 29, 1999) of common stock, par value $1.00 per share (the
"Shares"), of Morton International, Inc., an Indiana corporation (the
"Company"), and the associated preferred share purchase rights ("Rights") at a
purchase price of $37.125 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase of Purchaser and Parent dated February 5, 1999 (the "Offer to
Purchase"), as amended as set forth herein, and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). The Rights will expire immediately prior to the
consummation of the Offer. Unless the context otherwise requires references
herein to "Shares" shall be deemed to include the associated Rights.
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b), (c) and (d) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On February 18, 1999 Parent issued a press release announcing that on such
date Parent filed a Notification and Report Form with respect to the Offer and
the Merger under the HSR Act. Unless the Antitrust Division or the FTC request
additional information from Parent, the waiting period under the HSR Act will
expire at 11:59 p.m., New York City time, on March 5, 1999. The full text of the
press release is set forth in Exhibit 11(a)(9) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(9) Press Release dated February 18, 1999.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
MORTON ACQUISITION CORP.
BY: /s/ GAIL P. GRANOFF
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NAME: Gail P. Granoff
TITLE: Secretary and Assistant
Treasurer
ROHM AND HAAS COMPANY
BY: /s/ BRADLEY J. BELL
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NAME: Bradley J. Bell
TITLE: Chief Financial Officer and
Vice President
Dated: February 19, 1999
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INDEX TO EXHIBITS
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(a)(9) Press Release dated February 18, 1999.......................
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JOHN P. MCGINNIS
ROHM AND HAAS
(215) 592-2409
PHILADELPHIA (February 18, 1999) -- Rohm and Haas Company (NYSE: ROH) today
filed notification of its pending acquisition of Morton International, Inc.
(NYSE: MII) under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Rohm and Haas's filing today initiates the 15-calendar-day waiting period called
for under Hart-Scott-Rodino. Unless the Justice Department or Federal Trade
Commission requests additional information from the company, the waiting period
will expire at 11:59 p.m., New York City time, on March 5, 1999.
As previously announced, under its merger agreement with Morton, on February 5,
1999, Rohm and Haas and its wholly owned subsidiary Morton Acquisition Corp.
commenced a cash tender offer to purchase up to 80,916,766 shares of Morton for
$37.125 per share. The offer is conditioned upon, among other things, the valid
tender of shares representing at least 50.1% of the shares of Morton's
outstanding common stock on a fully diluted basis. The offer, proration period
and withdrawal rights are scheduled to expire at 12:00 midnight, New York City
time, on Friday, March 5, 1999, unless the offer is extended.
Also as previously announced, Rohm and Haas has agreed to acquire the remaining
Morton shares in a second-step merger in which the remaining Morton shares will
be exchanged for Rohm and Haas shares valued at $37.125, subject to a collar, or
if fewer than 80,916,766 shares are purchased in the tender offer, for a
combination of cash and Rohm and Haas stock. Completion of the second-step
merger is anticipated in the second quarter of 1999. Haas Family interests,
representing approximately 39% of Rohm and Haas shares, have indicated their
support for the transaction.
Wasserstein, Perrella is acting as the dealer manager of the transaction, and
D.F. King & Company, Inc. is acting as the information agent for the tender
offer.
Rohm and Haas is a specialty chemical company with nearly $4 billion in annual
sales. The company's special products are found in many items that improve the
quality of life, including decorative and industrial paints, semiconductors,
shampoos and other personal-care items, and water purification systems.
Chicago-based Morton International, a maker of specialty chemicals and salt
products, had sales of $2.5 billion for its fiscal year ended June 30, 1998.
Rohm and Haas contacts:
Media:
John P. McGinnis
(215) 592-2409
Investors:
Eric W. Norris
(215) 592-2664
D.F. King and Company, Inc.
(800) 431-9633
(212) 269-5550
