- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 5 - Final Amendment)
---------------
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 Paid: $39,206 Filing Party: Tartan, Inc. and
Eastman Chemical
Company
Form or Registration No.: Schedule 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: [X]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 5, which is the final amendment to the Tender Offer
Statement on Schedule TO (as amended, the "Schedule TO"), filed initially with
the Securities and Exchange Commission on May 12, 2000, relates to the offer by
Tartan, Inc., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Eastman Chemical Company, a Delaware corporation ("Parent"), 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.
Item 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended and supplemented by adding the following thereto:
The Offer expired at 12:00 Midnight, New York City time, on Monday, July
10, 2000. Based on information provided by the Depositary, approximately
9,376,422 Shares, or 94.2% of the outstanding Shares, were validly tendered and
not withdrawn pursuant to the Offer. The Purchaser has accepted for payment and
has notified the Depositary to promptly pay for the tendered and accepted
Shares, in accordance with the terms of the Offer. On July 11, 2000, Parent
issued a press release to such effect. The full text of the press release is
filed herewith as Exhibit (a)(12) and is incorporated by reference herein.
Item 12. Exhibits
Item 12 is hereby amended and supplemented by adding the following exhibit
thereto:
(a)(12) Text of Press Release, dated July 11, 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: July 11, 2000