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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 1999
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12626 62-1539359
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
100 N. Eastman Road, Kingsport, Tennessee 37660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (423) 229-2000
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ITEM 5. OTHER EVENTS.
On June 2, 1999, Eastman Chemical 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
Lawter International, Inc., a Delaware corporation ("Lawter"), at a price of
$12.25 per Share, net to the seller in cash (the "Offer").
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
June 1, 1999. In the Offer, the Registrant's wholly owned subsidiary, Lipstick
Acquisition Corp., a Delaware corporation (the "Purchaser"), purchased
31,019,533 Shares, which constituted approximately 93.8% of the outstanding
Shares. The aggregate purchase price for the Shares pursuant to the Offer was
$379,989,279.25.
On June 9, 1999, the Purchaser merged (the "Merger") with and into
Lawter pursuant to the Agreement and Plan of Merger, dated as of April 27, 1999,
by and among the Registrant, the Purchaser and Lawter (the "Merger Agreement"),
with Lawter being the surviving corporation and thereby becoming a wholly owned
subsidiary of the Registrant. Pursuant to the Merger Agreement, all remaining
outstanding Shares (other than Shares owned by Lawter as treasury stock, owned
by the Registrant or any wholly owned subsidiary of the Registrant, or Shares
held by stockholders exercising appraisal rights under Delaware law) were
converted into a right to receive $12.25 in cash, without interest.
A copy of the press release issued by the Registrant in respect of the
foregoing is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) Not required.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by
and among the Registrant, the Purchaser and Lawter
(incorporated by reference to Current Report on Form 8-K,
filed by the Registrant on May 3, 1999).
99.1 Text of Press Release dated June 9, 1999, issued by the
Registrant.
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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.
EASTMAN CHEMICAL COMPANY
Date: June 9, 1999 By: /s/ Allan R. Rothwell
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Name: Allan R. Rothwell
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by and among the
Registrant, the Purchaser and Lawter (incorporated by reference to Current
Report on Form 8-K, filed by the Registrant on May 3, 1999).
99.1 Text of Press Release dated June 9, 1999, issued by the Registrant.
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For Release After 1:15 p.m., EDT
Wednesday, June 9, 1999
EASTMAN CHEMICAL COMPANY
Rod Irvin, APR
Director, Corporate Communication
Phone: (423) 229-4008
E-mail: [email protected]
EASTMAN COMPLETES ACQUISITION OF
LAWTER INTERNATIONAL, INC.
KINGSPORT, Tenn., June 9, 1999--Eastman Chemical Company (NYSE:EMN)
announced today that it successfully completed its acquisition of Lawter
International, Inc. (NYSE:LAW), when the merger of Lawter and a subsidiary of
Eastman became effective. As a result of the merger, Lawter has become a wholly
owned subsidiary of Eastman. Lawter stockholders who did not tender their Lawter
shares to Eastman in its tender offer (other than those stockholders who are
entitled to and who properly exercise appraisal rights under Delaware law) have
become entitled to receive $12.25 per share in cash, the same price paid for
Lawter shares in the tender offer.
In connection with the merger, Lawter terminated the registration of
its shares with the Securities and Exchange Commission and delisted its shares
from the New York Stock Exchange.
Earnest W. Deavenport, Jr., chairman and CEO, said he is encouraged by
the efficient teamwork of Lawter and Eastman employees he's seen since the
merger was announced April 28. "We've said that together we're better; and the
ability of our integration teams to complete the acquisition quickly
demonstrates great teamwork of Lawter and Eastman employees," Deavenport stated.
"Now we can concentrate on integrating the businesses to create value for our
customers, owners, employees, and other stakeholders," he noted.
Bruce Moore, Vice President and General Manager of Coatings, Inks and
Resins at Eastman, echoed Deavenport's "better together" statement. "Lawter
brings experience, expertise, and significant capacity for intermediates for the
inks market while Eastman contributes its leadership and presence in
intermediates for coatings, resins, and adhesives businesses," he said. "As a
result of this transaction we expect Eastman's presence in these markets to
represent approximately one billion dollars in annual revenues," Moore stated.
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Lawter, headquartered in Pleasant Prairie, Wis., is a worldwide leader
in the development, production and marketing of specialty products for the inks
and coatings markets. Lawter employs approximately 600 people and reported sales
of US$213 million in 1998.
Headquartered in Kingsport, Tenn., Eastman manufactures and markets
plastics, chemicals and fibers. The Company employs 16,000 people in more than
30 countries and had 1998 sales of US$4.48 billion.
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Additional information is available at http://www.eastman.com.
FORWARD-LOOKING STATEMENT
This release contains forward-looking statements within the definition of the
Securities Act of 1933 and the Securities Exchange Act of 1934. Although the
company believes that these statements are based on reasonable assumptions, it
can give no assurance that its goals will be achieved. The words "estimates,"
"believes," "expects," "anticipates," "plans," and "intends," variations of such
words, and similar expressions are intended to identify forward-looking
statements that involve risk and uncertainty. These statements are necessarily
based upon various assumptions involving judgements with respect to the future
including, among others, the ability to achieve synergies and revenue
enhancements; national, international, regional and local economic, competitive
and regulatory conditions and developments; technological developments; and
other uncertainties, all of which are difficult to predict and many of which are
beyond the control of the company. Accordingly, while the company believes that
the assumptions are reasonable, there can be no assurance that they will
approximate actual experience, or that the expectations will be realized. Other
risk factors are detailed from time to time in the company's SEC reports.
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