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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
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January 22, 1999
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(Date of earliest event reported)
ROHM AND HAAS COMPANY
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(Exact name of registrant as specified in charter)
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Delaware 1-3507 23-1028370
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
100 Independence Mall West, Philadelphia, Pennsylvania 19106
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number including area code: (215) 592-3000
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ITEM 2. Acquisition or Disposition of Assets.
On January 23, 1999, Rohm and Haas Company, a Delaware corporation
(the "Registrant"), completed its previously announced tender offer for all
outstanding shares of common stock, par value $1.00 per share (the "Shares"), of
LeaRonal, Inc. ("LeaRonal"), at a price of $34.00 per Share, net to the seller
in cash (the "Offer").
The Offer expired at 12:00 midnight, New York City time, on Friday,
January 22, 1999. In the Offer, Registrant's wholly owned subsidiary, Lightning
Acquisition Corp., a New York corporation (the "Purchaser") purchased 12,029,687
Shares (which amount included 93,755 Shares tendered pursuant to guarantees of
delivery (the "Guaranteed Shares")), which together with the Shares then owned
by Registrant, Purchaser, and other wholly owned subsidiaries of Registrant,
constituted approximately 95.9% of the outstanding Shares. The aggregate
purchase price for the Shares (including the Guaranteed Shares) purchased
pursuant to the Offer was $409,009,358.
On January 26, 1999, Purchaser merged (the "Merger") with and into
LeaRonal, pursuant to the Agreement and Plan of Merger, dated as of December 20,
1998, by and among LeaRonal, Registrant and Purchaser (the "Merger Agreement"),
with LeaRonal being the surviving corporation and thereby becoming a wholly
owned subsidiary of Registrant. Pursuant to the Merger Agreement, all remaining
outstanding Shares (other than Shares owned by LeaRonal as treasury stock, owned
by Registrant or any subsidiary of Registrant, or Shares held by shareholders
exercising appraisal rights under New York law) were converted into a right to
receive $34.00 in cash, without interest (the "Merger Consideration").
Purchaser estimates that the total amount of funds required by
Purchaser to consummate the Offer and the Merger, including the fees and
expenses of the Offer and the Merger and refinancing of existing indebtedness of
LeaRonal, is approximately $460 million. Purchaser will obtain all such funds
from Registrant in the form of capital contributions. Registrant intends to
fund the capital contributions through commercial paper, short-term notes, or a
combination thereof.
A copy of Registrant's press release dated January 23, 1999 is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
A copy of the Merger Agreement is filed herewith as Exhibit 10.1 and
is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
10.1 Agreement and Plan of Merger, dated as of December 20, 1998,
by and among Rohm and Haas Company, Lightning Acquisition
Corp. and
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LeaRonal, Inc. (incorporated herein by reference to
Exhibit 10.1 to Registrant's Form 8-K filed with the
Commission on December 23, 1998).
99.1 Press Release dated January 23, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROHM AND HAAS COMPANY
By: /s/ J. Lawrence Wilson
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Name: J. Lawrence Wilson
Title: Chief Executive Officer
Date: January 26, 1999
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EXHIBIT INDEX
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Exhibit No. Exhibit
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10.1 Agreement and Plan of Merger, dated as of December 20, 1998, by and
among Rohm and Haas Company, Lightning Acquisition Corp. and
LeaRonal, Inc. (incorporated herein by reference to Exhibit 10.1 to
Registrant's Form 8-K filed with the Commission on December 23,
1998).
99.1 Press Release dated January 23, 1999.
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EXHIBIT 99.1
[LETTERHEAD OF ROHM & HAAS COMPANY APPEARS HERE]
ROHM AND HAAS COMPLETES TENDER OFFER FOR LEARONAL SHARES
Philadelphia, PA, January 23, 1999 -- Specialty chemical manufacturer Rohm and
Haas Company (NYSE:ROH) today announced that its wholly owned subsidiary,
Lightning Acquisition Corp., has completed its all-cash tender offer for the
outstanding common stock of LeaRonal, Inc. (NYSE:LRI) at a price of $34 per
share. LeaRonal is a leader in the development and marketing of specialty
chemical additives used by the electronics and metal finishing industries. The
tender offer expired, as scheduled, on Friday, January 22nd at midnight
(Eastern Standard Time). The total value of the transaction is approximately
$460 million.
In earlier announcements, Rohm and Haas has said the acquisition of LeaRonal
will increase its opportunities for growth in the printed circuit board segment
of the fast-growing electronic materials market. When the acquisition is
completed, LeaRonal will be combined with the printed wiring board operations of
Rohm and Haas's Shipley subsidiary. The resulting division of Shipley Company
will be called Shipley Ronal.
A preliminary count shows that approximately 12,029,687 shares of LeaRonal
common stock had been tendered and accepted for payment as of the termination of
the offer (including approximately 93,755 shares subject to guarantees of
delivery). These tendered shares represent approximately 95.9 percent of
LeaRonal's outstanding common stock. Rohm and Haas and LeaRonal will now
proceed with the merger. Under the agreement, Rohm and Haas will acquire each
of the remaining shares of LeaRonal for $34 in cash.
This merger is expected to be completed before the end of January.
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Rohm and Haas is a Fortune 400 specialty chemical company with approximately
$4 billion in annual sales. The company's specialty products are found in many
items that improve the quality of life, including decorative and industrial
paints, semiconductors, shampoos and other personal care products, and water
purification systems. LeaRonal, which is based in Freeport, New York, reported
sales of approximately $240 million for its last fiscal year.
CONTACT: Rohm and Haas Company
- ------- Laura L. Hadden
(215) 592-3054 (work) or (610) 296-3783 (home)
[email protected] (e-mail)
