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Moorco International Inc – ‘SC 14D9/A’ on 5/24/95 re: Moorco International Inc

As of:  Wednesday, 5/24/95   ·   Accession #:  898822-95-63   ·   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 to Tender-Offer                              3     10K 
                          Solicitation/Recommendation Statement                  

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. 1)
  __________

 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

SC 14D9/A
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     This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed 
with the Securities and Exchange Commission (the "Commission")
on May 19, 1995 (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 $20.00 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 5, 1995, and in the related Letter of     
Transmittal (which together constitute the "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 7.   Certain Negotiations and Transactions by the Subject
Company.                                  

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

         On May 23, 1995, the Company and FMC entered into a
confidentiality agreement pursuant to which the Company has   
begun to provide FMC with confidential information.           

Item 8.  Additional Information to be Furnished.              

    The description under Item 8 under the heading
"Litigation--Moorco International Inc. v. FMC Corp." is hereby
amended and supplemented by adding the following information: 

           On May 22, 1995, the Texas Court denied the Company's
motion for reconsideration of the Texas Court's order staying 
the Texas Action.                                             

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 in-  
formation 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:  May 24, 1995                                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/24/95		3					SC 14D1/A
		5/23/95		2
		5/22/95		2
		5/19/95		2					SC 14D9
		5/5/95		2					SC 14D1,  SC 14D1/A
									List all Filings