SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 1999
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12626 62-1539359
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
100 N. Eastman Road, Kingsport, Tennessee 37660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (423) 229-2000
ITEM 5. OTHER EVENTS.
On June 2, 1999, Eastman Chemical Company, a Delaware corporation (the
"Registrant"), completed its previously announced tender offer for all
outstanding shares of common stock, par value $1.00 per share (the "Shares"), of
Lawter International, Inc., a Delaware corporation ("Lawter"), at a price of
$12.25 per Share, net to the seller in cash (the "Offer").
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
June 1, 1999. In the Offer, the Registrant's wholly owned subsidiary, Lipstick
Acquisition Corp., a Delaware corporation (the "Purchaser"), purchased
31,019,533 Shares, which constituted approximately 93.8% of the outstanding
Shares. The aggregate purchase price for the Shares pursuant to the Offer was
$379,989,279.25.
On June 9, 1999, the Purchaser merged (the "Merger") with and into
Lawter pursuant to the Agreement and Plan of Merger, dated as of April 27, 1999,
by and among the Registrant, the Purchaser and Lawter (the "Merger Agreement"),
with Lawter being the surviving corporation and thereby becoming a wholly owned
subsidiary of the Registrant. Pursuant to the Merger Agreement, all remaining
outstanding Shares (other than Shares owned by Lawter as treasury stock, owned
by the Registrant or any wholly owned subsidiary of the Registrant, or Shares
held by stockholders exercising appraisal rights under Delaware law) were
converted into a right to receive $12.25 in cash, without interest.
A copy of the press release issued by the Registrant in respect of the
foregoing is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) Not required.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by
and among the Registrant, the Purchaser and Lawter
(incorporated by reference to Current Report on Form 8-K,
filed by the Registrant on May 3, 1999).
99.1 Text of Press Release dated June 9, 1999, issued by the
Registrant.
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 hereunto duly authorized.
EASTMAN CHEMICAL COMPANY
Date: June 9, 1999 By: /s/ Allan R. Rothwell
-----------------------------------
Name: Allan R. Rothwell
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by and among the
Registrant, the Purchaser and Lawter (incorporated by reference to Current
Report on Form 8-K, filed by the Registrant on May 3, 1999).
99.1 Text of Press Release dated June 9, 1999, issued by the Registrant.