0000899657-95-000144.txt : 19950918 0000899657-95-000144.hdr.sgml : 19950918 ACCESSION NUMBER: 0000899657-95-000144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950915 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HACH CO CENTRAL INDEX KEY: 0000044764 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 420704420 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09995 FILM NUMBER: 95574176 BUSINESS ADDRESS: STREET 1: 5600 LINDBERGH DRIVE CITY: LOVELAND STATE: CO ZIP: 80537 BUSINESS PHONE: 3036693050 MAIL ADDRESS: STREET 1: 5600 LINDBERGH DRIVE CITY: LOVELAND STATE: CO ZIP: 80537 FORMER COMPANY: FORMER CONFORMED NAME: HACH CHEMICAL CO DATE OF NAME CHANGE: 19810120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000058091 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 361370818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 990 SKOKIE BLVD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 7084984700 FORMER COMPANY: FORMER CONFORMED NAME: LAWTER CHEMICALS INC DATE OF NAME CHANGE: 19810602 FORMER COMPANY: FORMER CONFORMED NAME: KRUMBHAAR CHEMICALS INC DATE OF NAME CHANGE: 19701117 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* HACH COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 40450410 (CUSIP Number) Richard D. Nordman Lawter International, Inc. 990 Skokie Boulevard, Northbrook, IL 60062 (708) 498-4700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 40450410 1 NAME OF REPORTING PERSON/S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: LAWTER INTERNATIONAL, INC./36-1370818 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a ( ) b ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC/00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 3,157,220 8 SHARED VOTING POWER: 0 9 SOLE DISPOSITIVE POWER: 3,157,220 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,157,220 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.8% 14 TYPE OF REPORTING PERSON: CO 3 CUSIP NO. 40450410 Introduction This Amendment No. 7 relates to the Schedule 13D filed on January 4, 1985, by Lawter International, Inc. ("Lawter"), with respect to the shares of the Common Stock, $1.00 par value (the "Common Stock"), of Hach Company, a Delaware corporation (the "Company"), as previously amended (the "Schedule 13D"). All terms used herein, unless otherwise defined, shall have the same meaning as in the Schedule 13D. This Amendment supplements the aforementioned Schedule 13D and should be read in conjunction therewith. Item 4. Purpose of Transaction. On September 13, 1995, Lawter announced that it received a letter from Kathryn Hach-Darrow, the Chairman of the Company, stating that the Company's Board had voted to decline Lawter's previously announced offer of $21.00 per share to purchase the balance of the Common Stock that Lawter does not already own. The Company's response stated that the Hach family controls approximately 42% of the Hach outstanding shares of Common Stock and that, as a practical matter, any transaction would require the support of the family shareholders. In view of the response by the Company's Board, the acquisition of the business of the Company would not be possible and, therefore, Lawter has terminated its offer. Lawter expects to review its alternatives with respect to its investment in the Company. These alternatives may include, among other things, Lawter continuing to hold the Common Stock for investment purposes, Lawter from time to time acquiring additional shares in the open market or in privately negotiated transactions, or, alternatively, the sale by Lawter of any of its shares of the Company in the open market or in privately negotiated transactions to one or more purchasers. Page Item 7. Material to be Filed as Exhibits. Number* 1. Press release dated September 13, 1995. 5 4 SIGNATURE After reasonable 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. LAWTER INTERNATIONAL, INC. By:/s/ Richard D. Nordman ---------------------- Richard D. Nordman President September 15, 1995 5 Exhibit 1 LAWTER INTERNATIONAL, INC. 990 Skokie Boulevard, Northbrook, IL 60062 - 708-498-4700 - FAX 708-498-0066 For further information, please contact: Mr. Richard D. Nordman, President NEWS RELEASE ------------ September 13, 1995 -- Northbrook, Illinois -- Lawter International, Inc. announced that it received a letter from Kathryn Hach-Darrow, Chairman of Hach Company, stating that their Board had voted to decline Lawter's offer of $21.00 per share to purchase the balance of Hach stock that Lawter does not already own. Hach's response stated that the Hach family controls approximately 42% of the Hach outstanding shares and that, as a practical matter, any transaction would require the support of the family shareholders. In view of the response by Hach's Board, the acquisition of the business of Hach would not be possible and, therefore, Lawter has terminated its offer.