UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED JUNE 30, 1994 COMMISSION FILE NUMBER 1-3507
R O H M A N D H A A S C O M P A N Y
(Exact name of registrant as specified in its charter)
DELAWARE 23-1028370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 INDEPENDENCE MALL WEST, PHILADELPHIA, PENNSYLVANIA 19106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 592-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Common stock outstanding at August 4, 1994: 67,769,050 SHARES
ROHM AND HAAS COMPANY AND SUBSIDIARIES
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following are incorporated herein by reference to pages 9 through
12 of the company's Quarterly Report to Stockholders for the second quarter
of 1994, a complete copy of which is attached as Exhibit 20.
1. Statements of Consolidated Earnings
2. Statements of Consolidated Cash Flows
3. Consolidated Balance Sheets
4. Notes to Consolidated Financial Statements
ITEM 2. - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The management discussion and analysis is incorporated herein by
reference to pages 2 through 5 of the company's Quarterly Report to
Stockholders for the second quarter of 1994, a complete copy of which is
attached as Exhibit 20.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A discussion of legal proceedings is incorporated herein by reference
to page 12 of the company's Quarterly Report to Stockholders for the second
quarter of 1994, a complete copy of which is attached as Exhibit 20.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The company's 75th annual meeting of stockholders was held on May
2, 1994, in Philadelphia, Pennsylvania.
(c) The following is a tabulation of the results of voting by security
holders:
1. Election of directors:
Nominees Votes For Votes Withheld
---------------------- ---------- --------------
George B. Beitzel 60,215,058 700,982
Daniel B. Burke 60,229,532 686,508
Earl G. Graves 60,224,393 691,647
James A. Henderson 60,232,911 683,129
John H. McArthur 60,233,267 682,773
Paul F. Miller, Jr. 60,226,703 689,337
Sandra O. Moose 60,232,672 683,368
John P. Mulroney 60,220,914 695,126
Robert E. Naylor, Jr. 60,197,886 718,154
Gilbert S. Omenn 60,233,848 682,192
Ronaldo H. Schmitz 60,087,880 828,160
Alan Schriesheim 60,234,725 681,315
Marna C. Whittington 60,233,637 682,403
J. Lawrence Wilson 60,224,655 691,385
2. Proposal to adopt the Rohm and Haas Top Executive Annual Award Plan:
For 57,266,758 Against 3,114,568 Abstain 534,444
---------- --------- -------
3. Proposal to adopt the Rohm and Haas Top Executive Long-term
Award Plan:
For 57,420,909 Against 2,952,963 Abstain 540,368
---------- --------- -------
4. Proposal to amend the Rohm and Haas Stock Option Plan of 1992:
For 58,128,375 Against 2,114,275 Abstain 672,850
---------- --------- -------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit (12) - Computation of Ratio of Earnings to Fixed Charges
for the company and subsidiaries.
Exhibit (20) - Copy of the company's Quarterly Report to
Stockholders for the quarter ended June 30, 1994.
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1994.
SIGNATURES
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 thereunto duly authorized.
DATE: August 10, 1994 ROHM AND HAAS COMPANY
--------------- (Registrant)
FRED W. SHAFFER
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
(Pursuant to Part 232.102(d) of Regulation S-T)
Exhibit
No. Description
- - ------- ----------------------------------------------------------
(12) Computation of Ratio of Earnings to Fixed Charges
(20) Copy of Quarterly Report to Stockholders