SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
---------------
MCWHORTER TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
TARTAN, INC.
A WHOLLY OWNED SUBSIDIARY OF
EASTMAN CHEMICAL COMPANY
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
(Title of Class of Securities)
582803102
(CUSIP Number of Class of Securities)
THERESA K. LEE
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 Bidders)
---------------
WITH A COPY TO:
MICHAEL P. ROGAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 371-7000
CALCULATION OF FILING FEE
=============================================================================
Transaction valuation* Amount of Filing Fee*
$196,028,495 $39,206
=============================================================================
* For purposes of calculating the filing fee only. This calculation
assumes the purchase of an aggregate of 9,950,685 shares of common
stock of McWhorter Technologies, Inc. at $19.70 per share. The amount
of the filing fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously $39,206 Filing Party: Tartan, Inc. and
Eastman Chemical
Company
Form or RegistratiSchedule TO Date Filed: May 12, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ X ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule TO filed on May 12, 2000, as amended by Amendment No. 1 filed
on May 24, 2000, Amendment No. 2 filed on June 2, 2000 and Amendment No. 3
filed on June 9, 2000 (as amended, the "Schedule TO"), by Eastman Chemical
Company, a Delaware corporation ("Parent"), and Tartan, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Parent. The
Schedule TO relates to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $0.01 per share, including the associated
rights to purchase preferred stock (collectively, the "Shares"), of
McWhorter Technologies, Inc., a Delaware corporation (the "Company"), at
$19.70 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 12, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal, copies of
which are attached as Exhibits (a)(1) and (a)(2), respectively, to the
Schedule TO. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule TO and the Offer
to Purchase. Except as amended and supplemented hereby, the Schedule TO
remains in effect.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
On June 30, 2000, Eastman announced that it extended the Offer to 12:00
midnight, New York City time, on Monday, July 10, 2000.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following
exhibit thereto:
(a)(11) Text of Press Release, dated June 30, 2000, 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.
Tartan, Inc.
By: /s/ Allan R. Rothwell
--------------------------------------
Name: Allan R. Rothwell
Title: President
Eastman Chemical Company
By: /s/ Allan R. Rothwell
--------------------------------------
Name: Allan R. Rothwell
Title: President Chemicals Business Group
Dated: June 30, 2000