SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 2)
__________
MOORCO INTERNATIONAL INC.
(Name of Subject Company)
MOORCO INTERNATIONAL INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.01 per Share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
61559L100
(CUSIP Number of Class of Securities)
JAMES J. NELSON, ESQ.
Vice President, General Counsel
and Secretary
Moorco International Inc.
2800 Post Oak Boulevard, Suite 5701
Houston, Texas 77056-6111
(713) 993-0999
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
Copy to:
DANIEL A. NEFF, ESQ.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on May 19, 1995, as amended by Amendment No. 1 filed with the
Commission on May 24, 1995 (as so amended, the "Schedule 14D-
9"), by Moorco International Inc., a Delaware corporation (the
"Company" or "Moorco"), relating to the tender offer by MII
Acquisition Corp. ("MII"), a wholly-owned subsidiary of FMC
Corporation ("FMC"), to purchase all of the outstanding shares
of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), and the associated Preferred Stock Purchase
Rights (the "Rights"), at a price of $20.00 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 5,
1995, and in the related Letter of Transmittal (which together
constitute the "FMC Offer"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-9.
Item 7. Certain Negotiations and Transactions by the Subject
Company.
The description under Item 7(a) is hereby amended and
supplemented by adding the following information:
On June 12, 1995, the Company and FMC issued a joint
press release, announcing that on June 11, 1995, the Company,
MII and FMC entered into an Agreement and Plan of Merger, dated
as of June 11, 1995, which provides for, among other matters,
MII to amend the FMC Offer to increase the price offered to
$28.00 per share of Common Stock, net to the seller in cash. A
copy of the joint press release is filed as Exhibit 17 to the
Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 17 -- Joint Press Release dated June 12, 1995
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the in-
formation set forth in this statement is true, complete and
correct.
MOORCO INTERNATIONAL INC.
By: /s/ Michael L. Tiner
Michael L. Tiner
President and
Chief Executive Officer
Dated: June 12, 1995
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EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 17 - Joint Press Release dated June 12, 1995 5