-----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, Lh5defE9lOETaCBgiRclWDu89UItAaJVv39E6S3CIx1IagVoHhTRRTNjCazXEddb ukuGkLX+xYSkTIyepV+P4w== 0000950172-99-000674.txt : 19990603 0000950172-99-000674.hdr.sgml : 19990603 ACCESSION NUMBER: 0000950172-99-000674 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990602 SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-14022 FILM NUMBER: 99638997 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN CHEMICAL CO CENTRAL INDEX KEY: 0000915389 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 621539359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: PO BOX 511 STREET 2: 100 N EASTMAN ROAD CITY: KINGSPORT STATE: TN ZIP: 37662 BUSINESS PHONE: 6152292000 MAIL ADDRESS: STREET 1: P O BOX BOX 511 B-54D CITY: KINGSPORT STATE: TN ZIP: 37662 SC 14D1/A 1 AMENDMENT 3 TO 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 - FINAL AMENDMENT) --------------- LAWTER INTERNATIONAL, INC. (NAME OF SUBJECT COMPANY) LIPSTICK ACQUISITION CORP. EASTMAN CHEMICAL COMPANY (BIDDERS) COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) 520786104 (CUSIP NUMBER OF CLASS OF SECURITIES) HAROLD L. HENDERSON 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 BIDDER) --------------- WITH A COPY TO: MICHAEL P. ROGAN, ESQ. MARCIA R. NIRENSTEIN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005 TELEPHONE: (202) 371-7000 ================================================================================ - -------------------------------------------------------------------------------- CUSIP NO. 52078614 14D-1 PAGE 2 OF 7 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lipstick Acquisition Corp. (E.I.N. 62-1778549) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,926,069 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 93.52% 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 52078614 14D-1 PAGE 3 OF 7 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eastman Chemical Company (E.I.N. 62-1539359) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,926,069 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 93.52% 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on May 4, 1999, as amended by Amendment No. 1 filed on May 20, 1999 and Amendment No. 2 filed on June 1, 1999 (as amended, the "Schedule 14D-1"), by Eastman Chemical Company, a Delaware corporation ("Parent"), and its wholly owned subsidiary, Lipstick Acquisition Corp., a Delaware corporation (the "Purchaser"), relating to the Purchaser's tender offer for all outstanding shares of common stock, par value $1.00 per share, of Lawter International, Inc., a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 1999 (the "Offer to Purchase"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 14D-1 and the Offer to Purchase. Except as amended and supplemented hereby, the Schedule 14D-1 remains in effect. Pursuant to Instruction D of the "Special Instructions for Complying With Schedule 14D-1," this Amendment constitutes the final amendment to the Schedule 14D- 1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby amended and supplemented by adding the following thereto: The Offer expired at 12:00 Midnight, New York City time, on Tuesday, June 1, 1999. Based on information provided by the Depositary, approximately 30,926,069 Shares or 93.52% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including 2,160,012 Shares tendered by means of guaranteed delivery). The Purchaser has accepted for payment and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the terms of the Offer. On June 2, 1999, Parent issued a press release to such effect. The full text of the press release is filed herewith as Exhibit (a)(11) and is incorporated by reference herein. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following exhibit thereto: (a)(11) Text of press release, dated June 2, 1999, issued by Parent. 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. Dated: June 2, 1999 LIPSTICK ACQUISITION CORP. By: /s/ Allan R. Rothwell ----------------------------------- Name: Allan R. Rothwell Title: President EASTMAN CHEMICAL COMPANY By: /s/ Allan R. Rothwell ----------------------------------- Name: Allan R. Rothwell Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX (a) (1) Offer to Purchase, dated May 4, 1999. (2) Letter of Transmittal. (3) Notice of Guaranteed Delivery. (4) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (7) Summary Advertisement as published on May 4, 1999. (8) Text of Press Release, dated April 28, 1999, issued by Parent (incorporated by reference to Current Report on Form 8-K, filed by Parent on May 3, 1999). (9) Text of Press Release, dated May 4, 1999, issued by Parent. (10) Text of Press Release, dated May 20, 1999, issued by Parent. (11) Text of Press Release, dated June 2, 1999, issued by Parent.* (b) Not applicable. (c) (1) Agreement and Plan of Merger, dated as of April 27, 1999 by and among Parent, the Purchaser and the Company (incorporated by reference to Current Report on Form 8-K, filed by Parent on May 3, 1999). (2) Short Form Merger Option Agreement, dated as of April 27, 1999 by and among Parent, the Purchaser and the Company (incorporated by reference to Current Report on Form 8-K, filed by Parent on May 3, 1999). (3) Confidentiality Agreement, dated as of October 30, 1998 by and among Parent and the Company. (4) Employment Agreement, dated as of April 27, 1999 between Parent, the Company and John P. O'Mahoney. (5) Letter Agreement, dated April 27, 1999 between Parent and John P. O'Mahoney, granting stock options. (d) Not applicable. (e) Not applicable. (f) Not applicable. - --------------- * Filed herewith. EX-99 2 EXHIBIT (A)(11) Exhibit (a) (11) For Release After 7:00 a.m., EDT Wednesday, June 2, 1999 EASTMAN CHEMICAL COMPANY Rod Irvin, APR Director, Corporate Communication Phone: (423) 229-4008 E-mail: rodirvin@eastman.com EASTMAN SUCCESSFULLY COMPLETES TENDER OFFER FOR LAWTER INTERNATIONAL, INC. KINGSPORT, Tenn., June 2, 1999--Eastman Chemical Company (NYSE:EMN) announced today that it has successfully completed it cash tender offer to purchase outstanding shares of common stock of Lawter International, Inc. (NYSE:LAW) at a price of $12.25 per share. The offer expired, as scheduled, at 12:00 midnight, New York City time, on Tuesday, June 1, 1999. As of the expiration of the offer, based on a preliminary count from the depositary for the offer, approximately 30,926,069 shares of Lawter common stock were tendered pursuant to the tender offer (including 2,160,012 shares subject to guarantees of delivery). All such shares have been accepted for payment. After giving effect to the purchase of the shares tendered, Eastman will beneficially own approximately 93.52% of the outstanding Lawter shares. Eastman and Lawter now expect to complete a merger pursuant to which Lawter will become a wholly-owned subsidiary of Eastman and all remaining Lawter stockholders (other than Eastman and its subsidiaries) will have the right to receive the same $12.25 per share in cash payable pursuant to the tender offer. Earnest W. Deavenport, Jr., Eastman's Chairman and CEO, said, "We are excited about the combination of Eastman and Lawter. With the successful completion of our tender offer, we can now move forward quickly to realize the substantial benefits that this combination will bring to our shareholders, customers and employees." 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 http://www.eastman.com. -----END PRIVACY-ENHANCED MESSAGE-----