-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwkWG83wV7CvpKgRIEHE1gjPXpvF+eJIkWnVhksc6CecVj0fifv36PyGZnS5s4lq fV6ljhOwi6qD59mFOLqmdw== 0000058091-99-000001.txt : 19990430 0000058091-99-000001.hdr.sgml : 19990430 ACCESSION NUMBER: 0000058091-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAWTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000058091 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 361370818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07558 FILM NUMBER: 99603882 BUSINESS ADDRESS: STREET 1: ONE TERRA WAY STREET 2: 8601 95TH STREET CITY: KENOSHA STATE: WI ZIP: 53412-7716 BUSINESS PHONE: 4149477300 MAIL ADDRESS: STREET 1: ONE TERRA WAY STREET 2: 8601 95TH STREET CITY: KENOSHA STATE: WI ZIP: 53412-7716 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 28, 1999 ____________________ LAWTER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-07558 36-1370818 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 1 Terra Way 8601 95th Street Pleasant Prairie, Wisconsin 53158 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 414-947-7300 ____________________ Item 5. Other Events. On April 28, 1999, Lawter International, Inc. (the "Company") and Eastman Chemical Company ("Parent") announced that they had entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Lipstick Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), will commence a cash tender offer (the "Offer"), to purchase all the issued and outstanding shares of common stock of the Company, $1.00 par value per share (the "Shares"), at a price of $12.25 per Share, net to the seller in cash, without interest thereon, subject to the terms and conditions of the Offer. The obligation of Purchaser to accept for payment or pay for Shares is subject to the satisfaction of the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis, and certain other conditions. The Merger Agreement provides that, following the consummation of the Offer, upon the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held in the treasury of the Company, Shares owned by Parent, Purchaser or any other wholly owned subsidiary of Parent, or Shares held by stockholders who properly perfect their dissenters' rights under the Delaware General Corporation Law) will be converted, by virtue of the Merger and without any action by the holder thereof, into the right to receive $12.25 per Share (or any higher price paid per Share in the Offer) (the "Offer Price"), net to the seller in cash, without interest thereon. In connection with the Merger Agreement and pursuant to a Stock Option Agreement dated as of April 28, 1999 among the Company, Parent and Purchaser, the Company has granted Purchaser an irrevocable option to purchase up to that number of newly issued Shares equal to the number of Shares (not to exceed 19.9% of the number of Shares outstanding on April 28, 1999) that, when added to the number of Shares owned by Purchaser and its affiliates immediately following consummation of the Offer, shall constitute 90% of the Shares then outstanding on a fully diluted basis (giving effect to the issuance of such option shares) for a consideration per option share equal to the Offer Price. As of April 28, 1999, there were approximately 33,000,000 Shares issued and outstanding. The transaction is subject to various regulatory approvals, including Hart-Scott-Rodino clearance, and to the satisfaction of certain other conditions, and also provides for the payment of a break-up fee and reimbursement of certain expenses under certain conditions. The Company is a worldwide leader in the development, production and marketing of specialty products for the inks and coatings markets. The joint press release of the Company and Parent announcing the signing of the Merger Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The Company's press release announcing its earnings for the quarter ended March 31, 1999 is filed herewith as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press Release dated April 28, 1999, of Lawter International, Inc. and Eastman Chemical Company announcing the signing of the Merger Agreement. 99.2 Press Release dated April 28, 1999 of Lawter International, Inc. announcing first quarter earnings. SIGNATURE 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. LAWTER INTERNATIONAL, INC. By: /s/ John P. O'Mahoney John P. O'Mahoney Chairman and Chief Executive Officer Dated: April 28, 1999 EX-99 2 Exhibit 99.1 For Release After 7:00 a.m. (EDT) Wednesday, April 28, 1999 EASTMAN CHEMICAL COMPANY: LAWTER INTERNATIONAL, INC. Rod Irvin, APR Mark Joslin Director, Corporate Communications CFO PHONE: (423) 229-4008 PHONE: (414) 947-7300 EMAIL: rodirvin@eastman.com EMAIL: joslin@lawter.com Eastman to acquire Lawter International, Inc. for $12.25 per share KINGSPORT, Tenn. and PLEASANT PRAIRIE, Wis.--April 28, 1999--Eastman Chemical Company (NYSE-EMN) and Lawter International, Inc. (NYSE-LAW) today announced that their boards of directors have approved a definitive merger agreement under which Eastman will acquire the shares of Lawter for approximately $400 million in cash. Including debt, the transaction is valued at approximately $500 million. Under the terms of the agreement, Eastman will commence a tender offer to purchase all outstanding shares of Lawter common stock for $12.25 per share in cash. Lawter's board of directors has approved the merger agreement and recommended that Lawter stockholders tender their shares. Following completion of the tender offer, Eastman intends to consummate a cash merger to acquire any shares not previously tendered. Lawter has approximately 33 million shares outstanding on a diluted basis. The transaction, which will be accounted for as a purchase, is anticipated to be accretive to Eastman's earnings in the first full year after the merger. The transaction increases Eastman's presence in the coatings, inks, resins and adhesives market s to approximately one billion dollars in annual revenues. "This transaction represents a significant step in Eastman's strategy of pursuing growth opportunities in specialty chemicals, which are characterized by higher earnings and lower cyclicality," said Earnest W. Deavenport, Jr., Eastman's Chairman and CEO. "Lawter has 59 years of experience focusing on satisfying customers in the inks market," Deavenport said. "We are very excited about this acquisition and look forward to welcoming Lawter employees to Eastman." -More- Eastman to acquire Lawter International, Inc. for $12.25 per share Page Two Bruce Moore, Vice President and General Manager of Coatings, Inks & Resins at Eastman, said, "This acquisition creates value by leveraging our combined strengths in customer relationships, global manufacturing and new product development. We expect the combined business to grow at a significantly faster rate than either business could on a stand-alone basis, offering our customers a multitude of products and technology from a single source," he said. John O'Mahoney, Chairman and CEO of Lawter International, said, "This agreement is in line with our strategic goals and philosophy. It benefits our shareholders, our employees and our customers. Our customers will benefit from the combination of Lawter's and Eastman's technical and operating capabilities, a renewed commitment to research supporting a broader product line and strengthening our ability to be the supplier of choice in an evolving industry." The tender offer is conditioned, among other things, upon a minimum tender of 50.1 percent of the outstanding Lawter shares on a fully diluted basis and receipt of regulatory approvals. Merrill Lynch & Co. acted as the financial advisor to Eastman in connection with this transaction. ABN AMRO Inc. served as financial advisor to Lawter. Headquartered in Pleasant Prairie, Wis., Lawter International, Inc. is a worldwide leader in the development, production and marketing of specialty products for the inks and coatings markets. Lawter, which employs approximately 600 people, 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. Additional information is available at eastman.com and lawter.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 companies believe that these statements are based on reasonable assumptions, they can give no assurance that their 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 a nd 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 companies. Accordingly, while the companies believe 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 two companies' SEC reports. # # # EX-99 3 Exhibit 99.2 NEWS RELEASE For further information, please contact: Mr. John O'Mahoney, Chairman/CEO, or Mr. Mark Joslin, CFO & Treasurer LAWTER INTERNATIONAL FIRST QUARTER EPS INCREASES 21% Pleasant Prairie, Wisconsin - April 28, 1999 -- Lawter International, Inc. announced today fully diluted earnings per share of $0.17 for the quarter ended March 31, 1999 compared to $0.14 for the first quarter of 1998. Sales revenue for the first quarter of 1999 was $55,102,000, an improvement of 4% over first quarter 1998 sales revenue of $52,755,000. Sales volumes were up 9% for the quarter including the business purchased on December 31, 1998 from Robert Kraeme r. Excluding this acquisition, worldwide sales volumes would have been up 1%. Sales gains in North America were largely offset by lower volumes in Europe, where difficult economic conditions adversely impacted the European graphic arts market, part icularly in January. Gross margins for the first quarter of 1999 improved to 31% of sales compared to 30% of sales for the 1998 period. Margins in 1999 benefited from cost reduction programs initiated in Europe in 1998 and from strategic purchases of raw materials. By holding growth in selling, administration, research and distribution expenses to 3%, income from operations of $9,859,000 for the first quarter of 1999 was 12% ahead of 1998 first quarter income from operations. Despite the improvement in operating earnings, interest expense incurred on borrowings to repurchase 11.5 million shares of the company stock on April 1, 1998, resulted in lower net earnings of $5,468,000 for the first quarter of 1999,14% below 1998 first quarter net earnings. With fewer shares outstanding in 1999 however, earnings per share increased 21% over the comparable 1998 period. Lawter is a specialty chemical company, with 17 facilities in 11 countries throughout the world. It is a major manufacturer and distributor of printing ink vehicles, wax compounds and powders, and synthetic and hydrocarbon resins to the graphic arts industry. Lawter also serves the industrial coatings, adhesives and rubber industries. This press release contains forward-looking statements which are not historical facts. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, certain global and regional economic conditions and factors detailed in the Company's Securities and Exchange Commission filings. News Release - continued: CONDENSED CONSOLIDATED REPORT OF EARNINGS (In thousands, except per share figures) (Unaudited) Three Months Ended March 31 ------------------ % Inc. 1999 1998 (Dec.) -------- -------- ------ Net Sales $ 55,102 $ 52,755 4 Cost of Goods Sold 38,014 36,935 3 -------- -------- Gross Margin $ 17,088 $ 15,820 8 Selling, Admin., Research and Distribution Exps. 7,229 7,017 3 -------- -------- Income from Operations $ 9,859 $ 8,803 12 Investment Income 360 1,072 (66) Interest Expense (2,408) (745) 223 -------- -------- Earnings before Tax $ 7,811 $ 9,130 (14) Income Taxes 2,343 2,739 (14) -------- -------- Net Earnings $ 5,468 $ 6,391 (14) ======== ======== Earnings Per Share $ 0.17 $ 0.14 Average Shares Outstanding 33,068 45,533 CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) Mar. 31 Dec. 31 1999 1998 -------- -------- Cash and Equivalents $ 43,825 $ 40,078 Other Current Assets 87,127 92,964 Net PP&E 88,203 92,142 Other Assets 27,367 29,066 -------- -------- $246,522 $254,250 ======== ======== Current Liabilities $ 51,974 $ 56,332 Deferred Income Taxes 35,816 35,344 Long-Term Obligations 129,050 129,050 Stockholders' Equity 29,682 33,524 -------- -------- $246,522 $254,250 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----