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, 1998 COMMISSION FILE NUMBER 1-3507
R O H M A N D H A A S C O M P A N Y
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(Exact name of registrant as specified in its charter)
DELAWARE 23-1028370
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 INDEPENDENCE MALL WEST, PHILADELPHIA, PENNSYLVANIA 19106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 592-3000
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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
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Common stock outstanding at August 7, 1998: 59,411,762 SHARES
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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 1998, 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 6 of the company's Quarterly Report to
Stockholders for the second quarter of 1998, a complete copy of which is
attached as Exhibit 20.
ITEM 3. - MARKET RISK DISCUSSION
Management's discussion of market risk is incorporated herein by reference
to page 32 of the 1997 Stockholders' Report filed as Exhibit 13 to the
report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission on March 27, 1998.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A discussion of legal proceedings is incorporated herein by reference to
pages 5 and 12 of the company's Quarterly Report to Stockholders for the
second quarter of 1998, 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 79th annual meeting of stockholders was held on May 4,
1998, in Philadelphia, Pennsylvania.
(c) The following is a tabulation of the results of voting by security
holders:
Election of directors:
Nominees Votes For Votes Withheld
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William J. Avery 57,075,811 356,246
Daniel B. Burke 57,000,063 431,994
Earl G. Graves 57,054,926 377,131
James A. Henderson 57,069,445 372,612
John H. McArthur 57,081,424 350,633
Jorge P. Montoya 57,069,587 362,470
Sandra O. Moose 57,047,381 384,676
John P. Mulroney 57,077,265 354,792
Gilbert S. Omenn 57,097,839 334,218
Ronaldo H. Schmitz 57,080,696 351,361
Alan Schriesheim 57,028,740 403,317
Marna C. Whittington 57,079,427 352,630
J. Lawrence Wilson 57,082,617 349,440
Proposal to increase the number of authorized shares of common stock:
Common stock only: Total common and preferred stock combined:
For 52,168,027 For 54,405,631
Against 2,771,777 Against 2,771,777
Abstain 254,239 Abstain 254,649
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit (3)(i) - Articles of Incorporation restated as of
May 4, 1998.
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, 1998.
Exhibit (27) - Financial Data Schedules
(b) On May 7, 1998 the company filed a Report on Form 8-K with the
Securities and Exchange Commission, reporting, under Item 4 of
said Report, a change in its certifying accountants.
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 12, 1998 ROHM AND HAAS COMPANY
--------------- (Registrant)
BRADLEY J. BELL
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
(Pursuant to Part 232.102(d) of Regulation S-T)
Exhibit
No. Description
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(3)(i) Articles of Incorporation restated as of May 4, 1998
(12) Computation of Ratio of Earnings to Fixed Charges
(20) Copy of Quarterly Report to Stockholders
(27.1) Financial Data Schedule
(27.2) Financial Data Schedule