Moorco International Inc – ‘SC 14D9/A’ on 6/14/95 re: Moorco International Inc

As of:  Wednesday, 6/14/95   ·   Accession #:  950123-95-1722   ·   File #:  5-43045

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 3 to Schedule 14D-9                      5     22K 
 2: EX-99.18    Supplement to Offer to Purchase                       28    115K 
 3: EX-99.19    Agreement and Plan of Merger                          40    118K 
 4: EX-99.20    Opinion of Salomon Brothers Inc                        3     12K 
 5: EX-99.21    Letter to Moorco Stockholders                          1      8K 

SC 14D9/A   —   Amendment No. 3 to Schedule 14D-9
Document Table of Contents

SC 14D9/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------- 

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT 
PURSUANT TO SECTION 14(D)(4) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

(AMENDMENT NO. 3) 

--------------------- 

MOORCO INTERNATIONAL INC. 
(NAME OF SUBJECT COMPANY) 

MOORCO INTERNATIONAL INC. 
(NAME OF PERSON FILING STATEMENT) 

COMMON STOCK, PAR VALUE $.01 PER SHARE
(AND ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

61559L100 
(CUSIP NUMBER OF CLASS OF SECURITIES) 

JAMES J. NELSON, ESQ. 
VICE PRESIDENT, GENERAL COUNSEL 
AND SECRETARY 
MOORCO INTERNATIONAL INC. 
2800 POST OAK BOULEVARD, SUITE 5701 
HOUSTON, TEXAS 77056-6111 
(713) 993-0999
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON 
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS 
ON BEHALF OF THE PERSON FILING STATEMENT) 

COPY TO:

DANIEL A. NEFF, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET 
NEW YORK, NEW YORK 10019
(212) 403-1000

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SC 14D9/A
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     This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission   
(the "Commission") on May 19, 1995, as amended by Amendment No. 1 filed with the
Commission on May 24, 1995 and Amendment No. 2 filed with the Commission on June
12, 1995 (as so amended, the "Schedule 14D-9"), by Moorco International Inc., a 
Delaware corporation (the "Company" or "Moorco"), relating to the tender offer  
by MII Acquisition Corp. ("MII"), a wholly owned subsidiary of FMC Corporation  
("FMC"), to purchase all of the outstanding shares of the Company's Common      
Stock, par value $.01 per share (the "Common Stock"), and the associated        
Preferred Stock Purchase Rights (the "Rights"), at a price of $28.00 per share, 
net to the seller in cash without interest thereon, upon the terms and subject  
to the conditions set forth in the Offer to Purchase, dated May 5, 1995, as     
amended and supplemented by the Supplement to the Offer to Purchase dated June  
13, 1995 and in the related Letters of Transmittal (which collectively          
constitute the "Amended FMC Offer"). Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings ascribed to them in   
the Schedule 14D-9.                                                             

ITEM 3.  IDENTITY AND BACKGROUND.                                               

The description under Item 3(b) is hereby amended and supplemented by 
adding the following information:                                               

  On June 11, 1995, the Company, MII and FMC entered into an Agreement and
Plan of Merger, dated as of June 11, 1995 (the "Merger Agreement") which        
provides, among other things, for the increase in the price to be paid pursuant 
to the FMC Offer to $28.00 per share of Common Stock, net to the seller in cash 
without interest thereon, and, subject to certain conditions, for the merger    
(the "Merger") of MII with and into the Company as soon as practicable after the
consummation of the Amended FMC Offer. In the Merger, each outstanding share of 
Common Stock (other than shares held by FMC, MII, any wholly owned subsidiary of
FMC or MII, in the treasury of the Company or by any wholly owned subsidiary of 
the Company, and shares held by stockholders, if any, who perfect their         
dissenters' rights under Delaware law) will be converted into the right to      
receive $28.00 in cash without interest thereon.                                

  The Merger Agreement provides that if the Merger Agreement is terminated
under certain circumstances involving a withdrawal, modification or change of   
recommendation of the Company's Board with respect to the Amended FMC Offer, or 
termination of the Merger Agreement by the Company if the Company's Board       
approves an alternative transaction involving the Company, the Company will be  
required to promptly reimburse FMC for the documented fees and expenses of FMC  
and MII related to the Merger Agreement, the transactions contemplated thereby  
and any related financing (subject to a maximum of $2,400,000), and pay FMC a   
termination fee of $8,000,000.                                                  

     A description of the Merger Agreement is contained in the Supplement to the
Offer to Purchase, dated June 13, 1995, which is filed as Exhibit 18 to the     
Schedule 14D-9 and is incorporated herein by reference. Such supplement is being
mailed to the Company's stockholders together with this Amendment No. 3 to the  
Schedule 14D-9. Such description is qualified in its entirety by reference to   
the Merger Agreement, a copy of which is filed as Exhibit 19 to the Schedule    
14D-9 and is incorporated herein by reference.                                  

ITEM 4.  THE SOLICITATION OR RECOMMENDATION.                                    

   The description under Item 4 is hereby amended and supplemented by adding
the following information:                                                      

At a meeting of the Board of Directors on June 11, 1995, the Board of 
Directors of the Company determined that the Amended FMC Offer and the Merger   
are fair to and in the best interests of the Company and its stockholders. THE  
BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE AMENDED
FMC OFFER AND TENDER THEIR SHARES OF COMMON STOCK PURSUANT TO THE AMENDED FMC   
OFFER.                                                                          

SC 14D9/A
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In reaching its conclusions with respect to the Amended FMC Offer, the
Board of Directors considered a number of factors, including the following:     

        (a) The terms and conditions of the Amended FMC Offer and the Merger
    Agreement, including the price to be paid in the Amended FMC Offer and the
 Merger, and the fact that the Amended FMC Offer could be consummated as
early as midnight on Monday, June 26, 1995;                           

          (b) The written opinion of Salomon Brothers Inc ("Salomon") that as of
the date of such opinion the $28.00 per share of Common Stock to be   
  received by the stockholders of the Company (other than FMC) pursuant to
  the Amended FMC Offer and the Merger is fair to such stockholders from a
   financial point of view (a copy of such opinion setting forth assumptions
made and matters considered and limitations set forth by Salomon, is  
    included as Annex A hereto and stockholders are urged to read such opinion
in its entirety);                                                     

        (c) The recommendation of management of the Company that the Amended
FMC Offer and the Merger be approved;                                 

     (d) The directors' knowledge of the Company's business, financial
condition, results of operations, current business strategy and future
 prospects, the nature of the markets in which the Company operates, the
Company's position in such markets, and the efforts by the Company's  
management with the advice and assistance of its legal and financial  
     advisors, to explore other possible transactions involving the Company; and

      (e) The historical and current market prices for the Common Stock.

The foregoing discussion of the information and factors considered and
given weight by the Board is not intended to be exhaustive. In view of the      
variety of factors considered in connection with its evaluation of the Amended  
FMC Offer, the Board did not find it practicable to, and did not, quantify or   
otherwise assign relative weights to the specific factors considered in reaching
its determination. In addition, individual members of the Board may have given  
different weights to different factors.                                         

 At the June 11, 1995, meeting of the Board of Directors, the Board also
approved the Amended FMC Offer and the Merger for the purposes of eliminating   
the application of Section 203 of the Delaware Law.                             

A copy of the letter to the Company's stockholders communicating the  
Board's recommendation is filed as Exhibit 21 to the Schedule 14D-9 and is      
incorporated herein by reference.                                               

ITEM 7.  CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.          

   The description under Item 7 is hereby amended and supplemented by adding
the following information:                                                      

  On June 11, 1995, the Company entered into the Merger Agreement with FMC
and MII. Reference is made to the information set forth under Item 3 above.     

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.                                      

The following Exhibits are filed herewith:                            

                                                                [Download Table]
                                                                        
Exhibit 18  --   Supplement to the Offer to Purchase dated June 13, 1995
Exhibit 19  --   Agreement and Plan of Merger, dated as of June 11, 1995
Exhibit 20  --   Opinion of Salomon Brothers Inc dated June 11, 1995*   
Exhibit 21  --   Letter to Moorco Stockholders dated June 13, 1995*     

---------------                                                                 

* Included in copy mailed to stockholders.                                      

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SC 14D9/A
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SIGNATURE 

   After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                             MOORCO INTERNATIONAL INC.

                                 By:     /s/  MICHAEL L. TINER

                                            ------------------------------------
                                            Michael L. Tiner
                                           President and Chief Executive
                                             Officer

Dated: June 13, 1995                                                            

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SC 14D9/A
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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

 EXHIBIT                                                                                      
  NUMBER                                      DESCRIPTION                                 PAGE
----------     -------------------------------------------------------------------------  ----
                                                                                              
Exhibit 18  -- Supplement to the Offer to Purchase dated June 13, 1995                        
Exhibit 19  -- Agreement and Plan of Merger, dated as of June 11, 1995                        
Exhibit 20  -- Opinion of Salomon Brothers Inc dated June 11, 1995                            
Exhibit 21  -- Letter to Moorco Stockholders dated June 13, 1995                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		6/26/95		3
Filed on:		6/14/95
		6/13/95		2		5			SC 14D1/A
		6/12/95		2					SC 14D1/A,  SC 14D9/A
		6/11/95		2		5
		5/24/95		2					SC 14D1/A,  SC 14D9/A
		5/19/95		2					SC 14D9
		5/5/95		2					SC 14D1,  SC 14D1/A
									List all Filings