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
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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
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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of the Offer and not withdrawn a number of Shares which, together with the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
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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