-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cg9sz3mGUV1L1WOK2VUiJjd/sQAtpw/qI9Qc5G6mATkfXg3v+xf6YbXnLO/H2D4R SxtV0OAEvJ4OxYW2deACQg== 0001193125-09-074302.txt : 20090407 0001193125-09-074302.hdr.sgml : 20090407 20090407091310 ACCESSION NUMBER: 0001193125-09-074302 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090407 DATE AS OF CHANGE: 20090407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROHM & HAAS CO CENTRAL INDEX KEY: 0000084792 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 231028370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13368 FILM NUMBER: 09736453 BUSINESS ADDRESS: STREET 1: 100 INDEPENDENCE MALL WEST CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 2155923000 MAIL ADDRESS: STREET 1: 100 INDEPENDENCE MALL WEST CITY: PHILADELPHIA STATE: PA ZIP: 19106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Otto Haas Charitable Trust dated September 28, 1956 CENTRAL INDEX KEY: 0001436131 IRS NUMBER: 236233448 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1717 ARCH STREET, 14TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (215) 557-9577 MAIL ADDRESS: STREET 1: 1717 ARCH STREET, 14TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A AMENDMENT NO. 1 -- OTTO HAAS Schedule 13G/A Amendment No. 1 -- Otto Haas

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

Rohm and Haas Company

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

775371-10-7

(CUSIP Number)

 

 

April 1, 2009

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 775371-10-7   13G/A   Page 2 of 6 Pages

 

  1.  

Names of Reporting Persons.

 

Otto Haas Charitable Trust dated September 28, 1956

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Citizenship or Place of Organization

 

Pennsylvania

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

 

  

  5.    Sole Voting Power

 

          0

 

  6.    Shared Voting Power

 

          0

 

  7.    Sole Dispositive Power

 

          0

 

  8.    Shared Dispositive Power

 

          0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

    
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

  

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

    
12.  

Type of Reporting Person (See Instructions)

 

OO

    

 

CUSIP No. 775371-10-7   13G/A   Page 3 of 6 Pages

 

   
Item 1(a)    Name of Issuer
  

Rohm and Haas Company (the “Company”)

Item 1(b)    Address of Issuer’s Principal Executive Offices
  

100 Independence Mall West, Philadelphia, Pennsylvania 19106

Item 2(a)    Name of Person Filing
  

Otto Haas Charitable Trust dated September 28, 1956

Item 2(b)    Address of Principal Business Office or, if None, Residence
  

1717 Arch Street, 14th Floor

  

Philadelphia, PA 19103

Item 2(c)    Citizenship
  

Not Applicable

Item 2(d)    Title of Class of Securities
  

Common Stock

Item 2(e)    CUSIP Number
  

775371-10-7

Item 3   

If this Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check

Whether the Person Filing is a: Not Applicable.

  

(a)  ¨  Broker or dealer registered under Section 15 of the Exchange Act;

  

(b)  ¨  Bank as defined in Section 3(a)(6) of the Exchange Act;

  

(c)  ¨  Insurance company as defined in Section 3(a)(19) of the Exchange Act;

  

(d)  ¨  Investment company registered under Section 8 of the Investment Company Act;

  

(e)  ¨  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

  

(f)  ¨  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

  

(g)  ¨  A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G);

  

(h)  ¨  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

  

(i)   ¨  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the

Investment Company Act; or

  

(j)   ¨  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

CUSIP No. 775371-10-7   13G/A   Page 4 of 6 Pages

 

     
Item 4    Ownership1   
   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   (a)    Amount Beneficially Owned
      0   
   (b)    Percent of Class
      0%   
   (c)    Number of Shares as to Which such Person Has:
      (i)    Sole Power to Vote or to Direct the Vote
         0
      (ii)    Shared Power to Vote or to Direct the Vote
         0
      (iii)    Sole Power to Dispose or to Direct the Disposition of
         0
      (iv)    Shared Power to Dispose or to Direct the Disposition of
         0
Item 5    Ownership of Five Percent or Less of a Class2
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following x.
Item 6    Ownership of More than Five Percent on Behalf of Another Person
   Not Applicable
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
   Not Applicable

 

1

  

The holdings reported herein do not include shares of common stock of the Company owned by five other trusts (the “Other Haas Family Trusts”) and shares of common stock of the Company reported as beneficially owned by the trustees of the reporting person who are members of the Haas family. The Other Haas Family Trusts and such members of the Haas family beneficially own, in the aggregate, no shares of common stock of the Company. The reporting person currently has several trustees in common with the Other Haas Family Trusts, including John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas. John C. Haas is a retired officer and director of the Company. John O. Haas, William D. Haas and Thomas W. Haas are nephews of John C. Haas. Thomas W. Haas is a former director of the Company. The reporting person disclaims beneficial ownership of the shares of common stock of the Company owned by the Other Haas Family Trusts and by the members of the Haas family who are trustees of the reporting person.

2

  

On April 1, 2009, 21,600,755 shares of common stock of the Company held by the reporting person were disposed of pursuant to an agreement and plan of merger dated as of July 10, 2008, among The Dow Chemical Company (“Dow”), Ramses Acquisition Corp., a wholly owned subsidiary of Dow, and the Company, in exchange for $78.97 in cash per share of common stock of the Company.

CUSIP No. 775371-10-7   13G/A   Page 5 of 6 Pages

 

   
Item 8    Identification and Classification of Members of the Group
   Not Applicable
Item 9    Notice of Dissolution of Group
   Not Applicable
Item 10    Certifications
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 775371-10-7   13G/A   Page 6 of 6 Pages

SIGNATURE

After reasonable 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.

 

OTTO HAAS CHARITABLE TRUST DATED

SEPTEMBER 28, 1956

April 6, 2009
Date
/s/ John C. Haas
Signature
John C. Haas, Trustee
Name/Title
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