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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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McWhorter Technologies, Inc.
(Name of Subject Company (Issuer))
Tartan, Inc.
a wholly owned subsidiary of
Eastman Chemical Company
(Name of Filing Persons (Offerors))
Common Stock, par value $0.01 per share
(Including the Associated Rights to Purchase Preferred Stock)
(Title of Class of Securities)
582803102
(CUSIP Number of Class of Securities)
Theresa K. Lee
100 North Eastman Road
Kingsport, Tennessee 37662
Telephone: (423) 229-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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with a copy to:
Michael P. Rogan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 371-7000
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Calculation of Filing Fee
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Transaction valuation* Amount of filing fee*
$196,028,495 $39,206
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of an aggregate of 9,950,685 shares of common stock of
McWorter Technologies, Inc. at $19.70 per share. The amount of the filing
fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange
Act of 1934, as amended, equals 1/50th of one percent of the transaction
value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $39,206 Filing Party: Tartan, Inc. and
Eastman Chemical
Company
Form or Registration No.: Schedule TO Date Filed: May 12, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed on May 12, 2000 (as amended, the "Schedule
TO") by Eastman Chemical Company, a Delaware corporation ("Parent"), and Tartan,
Inc., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of
Parent. The Schedule TO relates to the offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share, including the
associated rights to purchase preferred stock (collectively, the "Shares"), of
McWhorter Technologies, Inc., a Delaware corporation (the "Company"), at $19.70
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 12, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal, copies of which are attached
as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Schedule TO and the Offer to Purchase. Except as amended and
supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended as
follows:
The applicable waiting period under the HSR Act expired at 11:59 p.m., New
York City time, on May 23, 2000. On May 24, 2000, Parent issued a press release
to such effect. The full text of the press release is filed herewith as Exhibit
(a)(9) and is incorporated by reference herein.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following exhibit
thereto:
(a)(9) Text of Press Release, dated May 24, 2000, issued by Parent
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Tartan, Inc.
By: /s/ Allan R. Rothwell
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Name: Allan R. Rothwell
Title: President
Eastman Chemical Company
By: /s/ Allan R. Rothwell
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Name: Allan R. Rothwell
Title: President Chemicals
Business Group
Dated: May 24, 2000
EXHIBIT (a)(9)
For Immediate Release
EASTMAN CHEMICAL COMPANY CONTACTS:
Media: Martha Lawson
423.229-6574
Investors: MaryAnn Arico
423.229-8692
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
FOR EASTMAN'S CASH OFFER FOR
McWHORTER TECHNOLOGIES, INC.
KINGSPORT, Tenn. - May 24, 2000 - Eastman Chemical Company (NYSE: EMN) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending cash tender offer by a wholly owned
subsidiary for all outstanding shares of common stock of McWhorter Technologies,
Inc. (NYSE: MWT) has expired. The tender offer remains subject to the other
conditions listed in the Offer to Purchase. The tender offer is scheduled to
expire at 12:00 midnight, New York City time, on Friday, June 9, 2000, unless
extended.
Headquartered in Kingsport, Tenn., Eastman manufactures and markets plastics,
chemicals and fibers. The company employs 15,000 people in more than 30
countries and had 1999 sales of US$4.6 billion.
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