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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 2-7803
MISSISSIPPI CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0292638
(State or other jurisdiction of incorporation or (IRS Employer Identification
organization) Number)
Highway 49 East, P.O. Box 388, Yazoo City, MS 39194
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (601) 746-4131
code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.01 The Nasdaq Stock Market's National Market
Preferred Stock Purchase Rights The Nasdaq Stock Market's National Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At, September 11, 1995, Mississippi Chemical Corporation had 22,902,672 shares
of common stock, par value $.01, outstanding. The Company estimates that the
aggregate market value of the common stock on September 11,1995 (based upon the
closing price of these shares on Nasdaq) held by non-affiliates was
approximately $491,033,288.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for fiscal year ended June 30, 1995 (Items 5, 6, 7
and 8 in Part II, and Item 14 in Part IV).
Proxy Statement for annual meeting of shareholders to be held on November 14,
1995 (Items 10, 11, 12 and 13 in Part III).
PART I
ITEM 1. BUSINESS
Mississippi Chemical Corporation (the "Company") was incorporated in
Mississippi on May 23, 1994, and is the successor by merger, effective July 1,
1994, to a business which was formed in 1948 as the first fertilizer cooperative
in the United States (the "Cooperative"). The address of the Company's
principal executive office is Owen Cooper Administration Building, Highway 49
East, Yazoo City, Mississippi 39194, and its telephone number is (601) 746-4131.
The term "Company" includes Mississippi Chemical Corporation and its wholly
owned subsidiaries, Mississippi Phosphates Corporation and Mississippi Potash,
Inc. References to the Company's operations prior to July 1, 1994, refer to the
Cooperative's operations.
The Cooperative was incorporated in Mississippi in September 1948 and
operated as a cooperative in accordance with the applicable provisions of the
Internal Revenue Code. The principal business of the Cooperative was to provide
fertilizer products to its shareholders pursuant to preferred patronage rights
which gave the shareholders the right to purchase fertilizer products and
receive a patronage refund on fertilizer purchases. On June 28, 1994, the
shareholders of the Cooperative approved a plan of reorganization (the
"Reorganization"), pursuant to which the Cooperative was merged into the
Company. Pursuant to the Reorganization, the capital stock of the Cooperative
was converted into common stock and/or cash. As a result of the Reorganization,
the Company no longer operates as a cooperative, but as a regular business
corporation.
In June 1994, the Cooperative divested a majority of its interest in
Newsprint South, Inc., its newsprint manufacturing subsidiary. In fiscal 1995,
the Company paid approximately $9 million to a third party as the final portion
of the divestiture costs.
NITROGEN FERTILIZER
Products
The Company produces nitrogen fertilizers at its Yazoo City, Mississippi,
production facility in Yazoo City, Mississippi, and through a 50%-owned
production facility at Donaldsonville, Louisiana. The Louisiana facility
("Triad") is operated as a joint venture by the Company and First Mississippi
Corporation. In fiscal 1995, the Company sold over 1.7 million tons of nitrogen
fertilizers to farmers, fertilizer dealers and distributors located primarily in
the southern United States. Sales of nitrogen fertilizer products by the
Company in fiscal 1995 were $240.7 million, which represented approximately 62%
of net sales.
The Company's principal nitrogen products include ammonia; fertilizer-grade
ammonium nitrate, which is sold under the Company's trade name Amtrate(R); UAN
solutions, which are sold under the Company's trade name N-Sol; and urea.
Although, to some extent, the various nitrogen fertilizers are
interchangeable, each has its own distinct characteristics which produce
agronomic preferences among end-users. Farmers decide which type of nitrogen
fertilizer to apply based on the crop planted, soil and weather conditions,
regional farming practices and relative nitrogen fertilizer prices.
Ammonia. The basic nitrogen product is anhydrous ammonia, which is the
simplest form of nitrogen fertilizer. Anhydrous ammonia, which is 82% nitrogen,
is the most concentrated form of nitrogen fertilizer available. It is
synthesized as a gas under high temperature and pressure. The raw materials
used to produce anhydrous ammonia are natural gas, atmospheric nitrogen and
steam.
In fiscal 1995, the Company produced approximately 728,000 tons of anhydrous
ammonia at its Yazoo City and Triad facilities and purchased approximately
50,000 tons. The Company sold approximately 35,000 tons of anhydrous ammonia for
direct-application fertilizer and industrial sales and used the balance as a raw
material to manufacture its other nitrogen fertilizer products. The Company's
subsidiary Mississippi Phosphates Corporation also purchased 171,000 tons of
ammonia for use in its phosphate operations. See "Phosphate Fertilizer."
In the Company's markets, ammonia is used primarily as a pre-emergent
fertilizer for most row crops. Although anhydrous ammonia is the least
expensive form of nitrogen, its use as a primary fertilizer has gradually
declined because of the difficulties of application and the high cost of
application equipment.
Ammonium Nitrate. The Company is the largest manufacturer and marketer of
ammonium nitrate fertilizer in the United States. Ammonium nitrate, which is
34% nitrogen, is produced by reacting anhydrous ammonia and nitric acid.
Ammonium nitrate is less subject to volatilization (evaporation) losses than
other nitrogen fertilizer forms. Due to its stable nature, ammonium nitrate is
the product of choice for such uses as pastures and no-till row crops where
fertilizer is spread upon the surface and is subject to volatilization losses.
Although the consumption of ammonium nitrate in the U.S. has been stable in
recent years, the use of conservation tillage, which reduces soil erosion, is
increasing in the U.S. and should have a positive impact on ammonium nitrate
demand.
In fiscal 1995, the Company sold approximately 857,000 tons of solid
ammonium nitrate fertilizer, the majority of which was produced at the Company's
Yazoo City facility, and the balance of which was purchased from third parties,
primarily Air Products and Chemicals, Inc. ("Air Products"). The ammonium
nitrate produced at the Company's Yazoo City facility is sold under the
registered trade name Amtrate(R). Due to its superior shipping and storage
characteristics, Amtrate(R) has established excellent brand name recognition and
a reputation as a high-quality product.
In September 1994, the Company and Air Products concluded arrangements
whereby the Company agreed to purchase all of the ammonium nitrate fertilizer
produced at Air Products' Pace, Florida, facility (up to 240,000 tons per year)
during the 15-year term of the agreement. Approximately 144,000 tons of
ammonium nitrate were purchased in fiscal 1995 pursuant to this agreement. Air
Products recently announced its intention to suspend ammonium nitrate production
at its Pace facility until October 1996 due to sustained high ammonia costs.
N-Sol. In fiscal 1995, the Company sold approximately 609,000 tons of
N-Sol, the vast majority of which it produces at its Yazoo City facility. N-Sol
is a 32% nitrogen product that is made by mixing urea liquor and ammonium
nitrate liquor. N-Sol is used in direct application to cotton, corn, grains and
pastures as well as for use in liquid fertilizer blends. Over the past 20
years, there has been a substantial shift in product preference from directly
applied ammonia to UAN solutions because of the difficulties of applying and the
high cost of application equipment for ammonia.
Urea. In fiscal 1995, the Company sold approximately 171,000 tons of
prilled urea and approximately 77,000 tons of urea melt which it produces at its
Triad facility. Under a long-term contract with Melamine Chemicals, Inc.
("Melamine"), the Company is obligated to sell up to 75,000 tons per year of
urea melt at prevailing market prices to Melamine's facility located adjacent to
the Triad facility. Urea is synthesized by the reaction of ammonia and carbon
dioxide and then solidified in prill form. At 46% nitrogen by weight, urea is
the most concentrated form of dry nitrogen. Because urea undergoes a complex
series of changes within the soil before the nitrogen it contains is ultimately
converted into a form which can be used by plants, it is considered a
long-lasting form of nitrogen. As a fertilizer product, urea is acceptable as
both a direct-application material and as an ingredient in fertilizer blends.
Urea consumption has increased modestly in recent years. In the Company's trade
area, prilled urea is used primarily for topdressing rice. Most of the
Company's prilled urea is aerially broadcast on rice crops in Arkansas,
Louisiana, Mississippi and Texas.
Production and Properties
Yazoo City, Mississippi. The Yazoo City facility is a closely integrated,
multi-plant nitrogen fertilizer production complex located on approximately
1,180 acres. The complex includes an anhydrous ammonia plant, four nitric acid
plants, an ammonium nitrate plant and a UAN solutions plant. In 1993, the
Company spent $32 million to expand its nitrogen production capacity at its
Yazoo City facility, which increased nitric acid production capacity by
approximately 300 tons per day and ammonium nitrate capacity by approximately
375 tons per day.
The Yazoo City ammonia plant has been continuously retrofitted to
incorporate energy-saving technology and improve efficiencies. The Yazoo City
facility includes a 20.5 megawatt cogeneration facility which produces
significant savings by the sequential generation of electricity and process
steam. The Yazoo City plant has direct access to water, rail and truck
transportation and is strategically located for the purchase of competitively
priced natural gas. See "-Raw Materials-Natural Gas."
Donaldsonville, Louisiana. The Triad facility is a closely integrated,
multi-plant nitrogen fertilizer complex located on approximately 46 acres
fronting the Mississippi River. At the Triad plant, the Company produces
anhydrous ammonia and urea. The Company is entitled to one-half of the
production from the Donaldsonville facility as the co-owner of Triad with First
Mississippi Corporation. The Triad ammonia plant has been retrofitted on
several occasions to increase production and enhance operating efficiency.
Triad has ready access to rail and truck transportation. The plant is also
equipped with a deep-water port facility on the Mississippi River, allowing
access to economical barge and ship transport for its urea and ammonia products.
The Triad facility is well positioned for the purchase of natural gas. See "-
Raw Materials-Natural Gas."
Trinidad. In December 1994, the Company signed a letter of intent with
Farmland Industries, Inc., to enter into a 50-50 joint venture, known as
Farmland MissChem Limited, to construct and operate a 1,900-short-ton-per-day
ammonia plant to be located on the island of Trinidad. The project is expected
to cost approximately $330 million. The joint venture is in the process of
finalizing its plant site, negotiating a construction contract, and completing
financing arrangements. Start-up of the facility is scheduled for 1998. The
Company intends to use the majority of its portion of the production from the
new facility, expected to be in excess of 300,000 tons per year, primarily as a
raw material for upgrading into finished fertilizer products at its existing
facilities.
Marketing and Distribution
The Company sells its nitrogen fertilizer products to farmers, dealers and
distributors located primarily in the southern farming regions of the United
States where its facilities are located. In the three-tiered fertilizer
distribution chain, distributors operate as wholesalers supplying dealers who,
in turn, sell directly to farmers. Larger customers (distributors and large
multi-location dealers) arrange for distribution, storage and financing of
nitrogen fertilizer. The majority of the Company's sales are made to
distributors and large dealers. The ten states which make up the Company's
primary trade area are Mississippi, Alabama, Arkansas, Texas, Louisiana,
Oklahoma, Georgia, Florida, Tennessee and Kentucky.
The Company maintains a large and experienced field sales force
strategically located throughout the southern United States. This sales force
maintains close communications with the customer base and plays an important
role in the marketing and distribution of the Company's products. Through
regular, personal contact with its customers, the Company is able to ascertain
local demand for fertilizer products and arrange to have those products
available from the most cost-effective source. The Company's field sales force
is also able to identify specific customer service needs which the Company can
meet. Customer service helps differentiate the Company's products and enhance
its position as a preferred supplier.
The Company transports its nitrogen products by barge, rail and truck. The
Company's distribution network is complemented by owned or leased warehouses and
terminals strategically placed in high-consumption areas.
PHOSPHATE FERTILIZER
Products
The Company produces diammonium phosphate fertilizer ("DAP") at its facility
in Pascagoula, Mississippi. In fiscal 1995, the Company sold approximately
713,000 tons of DAP, primarily into international markets. Sales of DAP by the
Company in fiscal 1995 were $117.5 million, which represented approximately 30%
of net sales.
DAP is the most common form of phosphate fertilizer. DAP is produced by
reacting phosphate rock with sulfuric acid to produce phosphoric acid, which is
then combined with ammonia. DAP contains 18% nitrogen and 46% phosphate (P205)
by weight. DAP is an important fertilizer product for both direct application
and for use in blended fertilizers applied to all major types of row crops.
Production and Properties
The Company's phosphate production complex in Pascagoula, Mississippi, is
located on approximately 1,500 acres. The Pascagoula facility is a closely
integrated, multi-plant phosphatic fertilizer complex where the primary
facilities are a phosphoric acid plant, two sulfuric acid plants and a DAP
granulation plant. The plant has storage facilities for finished product
(45,000 tons), as well as for the primary raw materials, phosphate rock
(100,000 tons), sulfur (10,000 tons) and ammonia (25,000 tons). All of the
phosphate rock used by the Company is purchased pursuant to a single supply
contract with Office Cherifien des Phosphates ("OCP"), the national phosphate
company of Morocco. See "-Raw Materials-Phosphate Rock."
The plant site fronts a deep-water channel that provides direct access to
the Gulf of Mexico. The complex contains docks and off-loading facilities for
receiving shipload quantities of phosphate rock, sulfur and ammonia, and for
outloading DAP. The plant's location on deep water provides the Company with
an outbound freight cost advantage over central Florida DAP producers with
respect to international shipments and domestic shipments along the Mississippi
River system.
Marketing and Distribution
The Company sells substantially all of its DAP to Atlantic Fertilizer &
Chemical Corporation ("Atlantic"), the exclusive distributor of its DAP
products. Atlantic maintains a network of sales agents in the major phosphate
fertilizer-consuming nations around the world. Sales to Atlantic are made on an
FOB Pascagoula basis at a price which reflects the price Atlantic charges its
customers, adjusted to reflect Atlantic's commission. Sales to Atlantic for the
export market are backed by standby letters of credit.
In fiscal 1995, approximately two-thirds of the Company's DAP was sold into
international markets. The largest export markets in fiscal 1995 were India,
China and countries within Central and South America. Most domestic sales are
made in barge-lot quantities to major fertilizer distributors and dealers
located on the Mississippi River system. The vast majority of the Company's DAP
is transported by ship and barge, although truck and rail access is also
available.
POTASH FERTILIZER
Products
The Company produces potash at its mine and related facilities near
Carlsbad, New Mexico. In fiscal 1995, the Company sold approximately
357,000 tons of potash primarily in granular form. These sales were primarily
to customers located west of the Mississippi River. In May 1994, the Company
completed an expansion of its Carlsbad facility for $1.6 million, bringing its
capacity for granular product to approximately 420,000 tons per year. Sales of
potash fertilizer by the Company in fiscal 1995 were $27.4 million, which
represented approximately 7% of net sales.
The Company's potash is mined from subterranean salt deposits containing a
mixture of potassium chloride and sodium chloride. The Carlsbad, New Mexico,
potash deposits are located from 800 to 1,200 feet below the surface. Potash is
produced in a refining process whereby the potassium chloride is separated from
the sodium chloride.
The Company produces red granular potash. The three principal grades of
potash fertilizer are granular, coarse and standard, with granular being the
largest particle size. Granular potash is used as a direct-application
fertilizer and, among the various grades, is particularly well suited for use in
fertilizer blends. Potash is an important fertilizer product for both direct
application and for use in blended fertilizer applied to all major types of row
crops.
Production and Properties
The Company's potash mine and refinery are located approximately 25 miles
east of Carlsbad, New Mexico. In fiscal 1994, the Company completed a $5 million
project to modernize its mining equipment, enabling it to extract a higher grade
of ore which improved overall facility efficiencies. The mine supplies ore to
an above-ground refinery which separates the potassium chloride from the ore.
The run-of-mine refined product is then transported to the Company's nearby
compaction plant for conversion to granular form. Located contiguous to the
compaction facility are storage and shipping facilities from which the finished
product is transported by rail and truck into domestic and export markets.
The Company's potash reserves are controlled under long-term federal and
state potassium leases on approximately 60,000 acres. In addition, the Company
holds mineral title to approximately 4,400 acres and fee title to approximately
10,000 acres. Revised estimates of potash ore reserves underlying the Carlsbad
properties were compiled in 1981 and 1983. According to these estimates, the
Company's reserves were estimated to contain 346.2 million tons of in situ ore
with an average grade of 15.25% K20 or 297.9 million tons of recoverable ore
with an average grade of 14.88% K20. Since these estimates were made, ore
extracted would indicate remaining reserves of 332 million tons of in situ ore
with an average grade of 15.27% K2O or 284 million tons of recoverable ore with
an average grade of 14.88% K2O. This reserve base is estimated to be equivalent
to 56 million tons of muriate of potash. At current production rates, the
Company's reserves have a remaining life in excess of 100 years.
Marketing and Distribution
The substantial majority of the Company's potash sales are in domestic
markets in the southern states west of the Mississippi River where it and other
Carlsbad potash producers enjoy freight cost advantages over Canadian and
overseas potash producers. Consistent with the Company's strategy to maximize
"net backs" (sales less distribution and delivery expense) and increase profit
margins, domestic sales are targeted for locations along the freight route of
the Santa Fe Railroad. Domestic potash marketing is performed by the Company's
sales staff. The Company's export sales are made through Potash Corporation of
Saskatchewan Sales Limited. While the typical primary export market for the
Company's potash is Latin America, the majority of fiscal 1995 export sales were
to France and Japan. Potash for export is transported by rail to terminal
facilities in Houston, Texas, where it is loaded onto ocean-going vessels for
shipment to export markets.
RAW MATERIALS
Natural Gas
Natural gas is the primary raw material used by the Company in the
manufacture of nitrogen fertilizer products. Natural gas is used both as a
chemical feedstock and as a fuel to produce anhydrous ammonia which is then
upgraded into other nitrogen fertilizer products. During fiscal 1995, the cost
of natural gas represented approximately 73% of the Company's cost of producing
ammonia. Because there are no commercially feasible alternatives for natural
gas in the production of ammonia, the economic viability of the Company's
nitrogen business depends upon the availability of competitively priced natural
gas.
In today's natural gas market, the Company's total natural gas cost
generally consists of two components-the market price of the natural gas in the
producing area at the point of delivery into a pipeline and the fee charged by
the pipeline for transporting the natural gas to the Company's plants. The cost
of the transportation component can vary substantially depending on whether or
not the pipeline has to compete for the business. Therefore, it is extremely
important to the Company's competitiveness that it have access to multiple
natural gas transportation services. In addition to the impact on transmission
costs, access alternatives enable the Company to benefit from natural gas price
differences that may exist from time to time in the various natural
gas-producing areas. In recent years, the Company has improved the natural gas
purchasing logistics of its nitrogen facilities.
The majority of the 54,000 Mcf per day natural gas requirements of the Yazoo
City facility is currently being furnished by various producers and marketers
who sell gas to the Company at various points along the pipeline system of
Southern Natural Gas Company ("Southern"). The Company continues to utilize a
long-term, interruptible transportation agreement with Southern. Although the
Southern contract provides for interruptible service, the Company believes and
experience dictates that curtailment of supply is unlikely because of the
plant's location on Southern's system. In 1995, the Company entered into a
long-term natural gas purchase agreement with Sonat Marketing Company ("Sonat"),
an affiliate of Southern. Deliveries under the Sonat agreement are scheduled to
begin on January 1, 1996. The Sonat agreement provides for market-sensitive
pricing and a firm-delivery supply commitment. In addition to being connected
to Southern, the Company has also secured long-term transportation capacity in
the Thomasville Line (described below), which provides the plant with access to
an additional interstate pipeline and a large intrastate gathering and
transmission system in southern Mississippi. As a result of this multiple
source access, the Company benefits from competition for the transportation and
supply of natural gas.
The balance of the natural gas requirements of the Yazoo City facility is
supplied by Shell Western E&P Inc. ("SWEPI"), a subsidiary of Shell Oil Company
("Shell"). In 1972, the Company and Shell entered into a gas purchase and sale
agreement whereby Shell agreed to supply natural gas to the Yazoo City plant
from its natural gas reserves located in Rankin County, Mississippi. Pursuant
to its agreement with the Company, Shell constructed a 60-mile pipeline (the
"Thomasville Line") from its reserves directly to the Yazoo City facility. The
primary term of the SWEPI contract expired on March 31, 1994; however, since
that date, the Company has continued purchasing the output of the Rankin County
reserves (which is currently approximately 20,000 Mcf per day) at
market-sensitive prices. It is anticipated that this purchase arrangement will
continue for the foreseeable future.
The natural gas requirements of the Triad facility are approximately
50,000 Mcf per day. The Triad facility is located in one of the primary
gas-producing regions of the United States. The facility is currently connected
to five intrastate pipeline systems and benefits from intense competition among
those suppliers. Currently, the plant's requirements are being supplied by
three of the intrastate lines under various pricing arrangements. Generally,
these contracts impose firm delivery obligations at market-sensitive prices. In
addition, the Company purchases gas for Triad on the spot market pursuant to 30-
to 90-day fixed-price contracts. As a result of Triad's favorable access to
natural gas supplies, the Company believes that the loss of any particular
supplier would not have a material impact on plant operations. There have been
no significant supply interruptions at the Triad facility.
Natural gas is currently available in ample quantities. Technical
advancements in exploration, development and production are keeping supplies in
a strong position. Efficient operation of gas storage should continue to dampen
seasonal price variations, but shorter-term volatility related to minor system
disturbances is expected to continue. The Company uses natural gas futures
contracts to hedge against the risk of short-term market fluctuations in the
cost of natural gas.
Phosphate Rock
Phosphate rock is one of the primary raw materials for the manufacture of
DAP. The Pascagoula facility's requirements for phosphate rock are
approximately 1.2 million tons per year. As of September 15, 1991, the Company
entered into a ten-year contract with Office Cherifien des Phosphates ("OCP") to
supply all of the phosphate rock requirements of the Pascagoula facility. This
contract has been amended and its term extended to June 30, 2003. OCP, the
national phosphate company of Morocco, is the world's largest producer and
exporter of phosphate rock and upgraded phosphates as a company. The contract
price for phosphate rock is based on phosphate rock costs incurred by certain
domestic competitors of the Company and on the long-term financial performance
of the Company's phosphate operations. Under this formula, the Company realizes
favorable phosphate rock prices and is afforded significant protection during
periods when market conditions are depressed and its DAP operations are not
profitable. As a result, the Company has been able to sustain its operations
since reopening the Pascagoula facility in December 1991, despite a sustained
period of low prices for phosphate products during fiscal 1993 and 1992.
Conversely, in favorable markets, when the Company's DAP operations are
profitable, the contract price of phosphate rock will escalate based on the
profitability of its DAP operations. Pursuant to this contract, the Company and
OCP are required to negotiate further adjustments as needed to maintain the
viability and economic competitiveness of the Pascagoula plant. The strategic
alliance with OCP has functioned effectively since inception, and the Company
considers its relations with OCP to be good.
Sulfur
Sulfur is used in the manufacture of sulfuric acid at the Pascagoula plant.
Sulfur is in adequate supply and is available on the open market in quantities
sufficient to satisfy the Company's current requirements of 290,000 tons per
year. The location of the Company's plant at Pascagoula, Mississippi, near
major oil and gas fields which supply substantial amounts of sulfur, provides
the Company with a strategic advantage in the purchase of sulfur over its
Florida competitors.
Ammonia
Until recently, ammonia has been in adequate supply at depressed prices. In
early 1994, intermittent shortages of ammonia, which caused a surge in ammonia
prices, developed as a result of increased consumption in agricultural and
industrial markets, several unplanned plant outages and reduced imports from the
former Soviet Union ("FSU"). Heavy demand from industrial and agricultural
markets continued into 1995. Ammonia prices have declined from the level
reached during spring 1995 but remain at relatively high levels.
COMPETITION
Since fertilizers are global commodities which are available from multiple
sources, the primary competitive factor is price. Other competitive factors
include product quality, customer service and availability of product. In each
product category, the Company competes with a broad range of domestic producers,
including farmer cooperatives, subsidiaries of larger companies, integrated
energy companies and independent fertilizer companies. Many of the Company's
domestic competitors have larger financial resources and sales than the Company.
The Company also competes with foreign producers. Foreign competitors are often
owned or subsidized by their governments and, as a result, may have cost
advantages over domestic companies. Additionally, foreign competitors are
frequently motivated by non-market factors such as the need for hard currency.
The Company produces and sells nitrogen fertilizer products primarily in the
southern United States. Because competition is based largely on price,
maintaining low production costs is critical to competitiveness. The Company
believes it is one of the lowest-cost producers of nitrogen fertilizers in the
United States. Natural gas comprises the majority of the raw materials cost of
nitrogen fertilizers. Competitive natural gas purchasing is essential to
maintaining the Company's low-cost position. Equally important is efficient use
of this gas because of the energy-intensive nature of the nitrogen fertilizer
business. Therefore, cost-competitive production facilities that allow flexible
upgrading of ammonia to other finished products are critical to a low-cost
competitive position. In the highly fragmented nitrogen fertilizer market,
product quality and customer service can also be sources of product
differentiation.
Through Atlantic, the Company sells approximately two-thirds of its DAP in
international markets. The United States phosphate industry has become more
concentrated as a result of recent consolidations and joint ventures, and the
Company is significantly smaller than most of its competitors in terms of
resources and sales. Most of the Company's principal competitors have captive
sources of some or all of the raw materials, and this may provide them with cost
advantages. The Company's long-term phosphate rock contract with its flexible
pricing mechanism is a key element to the Company's ability to compete.
Most potash consumed in the United States is provided by large Canadian
producers who have economies of scale and lower variable costs than their U.S.
counterparts. Over 80% of United States potash production capacity is located
in the Carlsbad, New Mexico, area. While the Carlsbad producers have higher
mining costs than the Canadian producers, this disadvantage is offset by
logistical and freight advantages in certain markets in the southwestern United
States and the lower United States corn belt. The Company competes in these
markets primarily with three other Carlsbad potash producers.
ITEM 2. OTHER PROPERTIES
The Company owns an administration building in Yazoo City which contains
approximately 65,000 square feet of office space.
The Company's plants are complete with necessary support facilities, such as
roads, railroad tracks, storage, offices, laboratories, warehouses, machine
shops and loading facilities. Adequate supplies of water and electric power are
available at all locations. In addition to the fertilizer storage facilities at
Yazoo City and Pascagoula, Mississippi; Carlsbad, New Mexico; and
Donaldsonville, Louisiana, the Company also owns or leases 19 major fertilizer
storage and distribution facilities at other locations in Alabama, Arkansas,
Florida, Georgia, Kentucky, Louisiana, Mississippi, Tennessee and Texas, with a
total system-wide storage capacity of approximately 256,000 tons.
In 1980, the Company completed the purchase of phosphate rock property in
Hardee County, Florida. This property, containing approximately 12,000 acres,
is estimated by the Company to contain approximately 62,000,000 recoverable tons
of phosphate rock of commercial quality. During 1990, the Company entered into
an agreement granting a third party the exclusive option, for a period of four
years, to purchase this undeveloped phosphate rock property. The Company
received an aggregate of $14 million in option payments during this four-year
period. As of July 12, 1994, the Company and the option holder entered into new
agreements with respect to this property whereby (i) the Company conveyed
approximately 2,500 acres of this property to the third party; (ii) for
aggregate additional option payments of $7 million to be paid during the option
period, the Company granted to the third party the exclusive option, for a
period of three and one-half years, to purchase the remaining 9,500 acres;
(iii) the Company was granted a put option pursuant to which the Company has the
right to sell the 9,500 acres to the third party if the third party does not
exercise its prior option to purchase the property; and (iv) the Company was
granted an exclusive option to repurchase the previously conveyed 2,500 acres in
the event the third party does not exercise its option to purchase the
9,500 acres and the Company does not exercise its put option on the 9,500 acres.
RESEARCH AND DEVELOPMENT
The Company has a research and development staff of 13 full-time
professional employees whose activities relate primarily to the improvement of
existing products. The expenditures on research activities sponsored by the
Company during fiscal 1995, 1994 and 1993 were approximately $1.3 million,
$1.4 million, and $1.4 million, respectively.
EMPLOYEES
As of June 30, 1995, the Company employed approximately 1,000 persons at all
locations. The Company considers its employee relations to be satisfactory.
COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
The Company's operations are subject to federal, state and local laws and
regulations pertaining to the environment, among which are the Clean Air Act,
the Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Emergency Response Compensation and Liability Act, the Toxic
Substances Control Act and the Mississippi State Pollution Prevention Act. The
Company's facilities require operating permits that are subject to review by
governmental agencies. The Company believes that its policies and procedures
now in effect are generally in compliance with applicable laws and with the
permits relating to the facilities.
In the past, significant capital and operating costs related to
environmental laws have been incurred. The majority of the Company's
environmental capital expenditures have been in response to the requirements of
the Clean Air Act and the Clean Water Act. Since 1967, the Company has spent in
excess of $50 million on its fertilizer production facilities in order to meet
applicable federal and state pollution standards. The Company has been involved
in certain litigation involving a Louisiana waste disposal site. See "-Legal
Proceedings-Combustion, Inc. Litigation."
Capital expenditures related to environmental obligations for the past three
fiscal years were approximately as follows: 1995-$7,750,000; 1994-$619,000; and
1993-$7,000,000. A portion of the expenditures for fiscal 1995 relate to the
installation of a new scrubber system in two ammonium nitrate prill towers at
the Yazoo City facility. These systems will allow operators to reduce the
amount of particulate discharged from the facility. Also included in the 1995
expenditure is a portion of the cost of a project which relocates the discharge
point of the Yazoo City facility's process waste water from an intermittent
stream to the Yazoo River. Included in the foregoing expenditures for fiscal
1993 is a portion of the cost of a new nitric acid plant and related facilities
in Yazoo City which was completed in early 1993. This facility increased
capacity and also replaced existing production from other plants that were
closed. Enhanced environmental protection under the Clean Air Act was a primary
factor in the Company's decision to construct the plant.
Environmental capital expenditures are expected to be approximately
$11.2 million for fiscal 1996. A portion of these funds relate to the
development of a new gypsum disposal facility at Pascagoula. The estimated cost
of this facility is expected to be $16.3 million, which amount will be expended
over an estimated 16 months. The Company is currently negotiating for the
purchase of additional lands for this facility and is seeking the necessary
permits for its development.
During fiscal 1994, the Company charged to its earnings approximately $6.1
million relating to the estimated cost of the future closure of the existing
gypsum disposal facility located at Pascagoula. In fiscal 1995, the Company
charged an additional $562,000 toward this estimated cost of closure. The total
accrual of approximately $6.7 million relates to the portion of the disposal
facility utilized to date. In future years, the Company expects to record
additional charges of approximately $2.4 million related to the anticipated
closure costs of the gypsum disposal facility. These charges will be recorded
over the estimated five-year remaining life of the facility.
In the normal course of its business, the Company is exposed to risks
relating to possible releases of hazardous substances into the environment.
Such releases could cause substantial damage or injuries. Environmental
expenditures have been and will continue to be significant. It is impossible to
predict or quantify the impact of future environmental laws and regulations.
ITEM 3. LEGAL PROCEEDINGS
Combustion, Inc., Litigation. On July 15, 1986, the first of 17 lawsuits was
filed in the Twenty-first Judicial District Court, Parish of Livingston, state
of Louisiana, against Triad Chemical (a 50%-owned, joint venture) and
approximately 90 other named defendants by numerous plaintiffs. The plaintiffs'
claims are based on alleged personal injuries and property damages as a result
of exposure to hazardous waste allegedly contributed by the defendants to the
Combustion, Inc., site in Livingston Parish, Louisiana.
Triad Chemical recently agreed with the Plaintiffs' Steering Committee in the
case to settle the tort claims against it as part of a group settlement by
certain defendant companies. Triad Chemical's share of the group settlement is
$600,000. Preliminary settlement documents have been filed with the court and
procedures are currently underway to obtain the necessary court approval of the
settlement as required in class action suits.
Cleve Reber CERCLA Site. Triad has received and responded to letters issued
by the United States Environmental Protection Agency ("EPA") under Section 104
of the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") relative to the possible disposition of Triad waste at the disposal
site identified as the Cleve Reber site in Ascension Parish, Louisiana.
It is Triad's position that, based upon available information and records,
Triad did not utilize the Cleve Reber site for the disposition of hazardous
material, and it does not appear that Triad has any responsibility for
investigation and clean-up on this site. It should be noted that the EPA is
contemplating an action under the Resource Conservation and Recovery Act,
Section 7003, as well as the CERCLA action mentioned above. The EPA has issued
Section 106 orders against the major contributors at the site for clean-up.
They are now engaged in negotiations for clean-up. In 1994, Triad received a
supplemental 104(e) request for information from the EPA, indicating the EPA's
renewed interest in pursuing Potential Responsible Persons at the site. Triad
filed a Freedom of Information Act request to investigate allegations that some
plant trash from Triad may have been disposed of at the Cleve Reber site. In
the opinion of management, the likelihood of the CERCLA investigation resulting
in a loss in a material amount is remote.
Potash Antitrust Investigation. On November 24, 1993, the Antitrust Division
of the Department of Justice served the Company with a grand jury subpoena in
connection with its investigation of allegations of price fixing by United
States and Canadian potash producers. The subpoena requests that the Company
produce certain documents relating to its potash business in the United States
and Canada. The Company has assembled these documents for production. In
addition, a number of employees and former employees of the Company have
testified before the grand jury regarding the Company's potash operations.
Terra International, Inc. On August 31, 1995, the Company filed suit in
federal court in Mississippi against Terra International, Inc. ("Terra") seeking
a declaratory judgment and other relief establishing that certain technology
relating to the design of an ammonium nitrate neutralizer which the Company
licensed to Terra is not defective and was not the cause of an explosion which
occurred in 1994 at Terra's Port Neal, Iowa, fertilizer facility. Also, on
August 31, 1995, Terra filed suit in federal court in Iowa against the Company
seeking damages on the basis of losses caused by the explosion. Terra
alleges that the Company negligently designed the ammonium nitrate
neutralizer technology licensed to Terra and that that design defect led
to the Port Neal explosion. In addition, two lawsuits have been filed in
Iowa against the Company on behalf of certain persons killed or injured
in the explosion.
Rankin County, Mississippi, vs Jackson Oil Products Company, Inc., et. al.
On September 21, 1995, the Company was served with a complaint in which it is
named as an additional defendant in the referenced action filed in federal court
in Mississippi. The plaintiff seeks to recover clean-up costs in connection
with the remediation of a former waste oil processing facility located in Rankin
County, Mississippi. The suit alleges that the Company contributed waste oil to
the site. The Company is in the process of investigating the allegations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
PART II
ITEM 5.MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The information required by this item is set forth in the Company's
1995 Annual Report to Shareholders under the caption "Quarterly Results,"
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is incorporated herein by reference.
ITEM 6.SELECTED FINANCIAL DATA
The information required by this item is set forth in the Company's 1995
Annual Report to Shareholders under the caption "Financial Highlights" which
information is incorporated herein by reference.
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is set forth in the Company's
1995 Annual Report to Shareholders under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which
information is incorporated herein by reference.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
Arthur Andersen LLP dated July 28, 1995, appearing in the Company's 1995 Annual
Report to Shareholders are incorporated herein by reference.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this item regarding directors is set forth
in the Company's Proxy Statement for the 1995 annual meeting of shareholders
under the captions "Nominees for Election to Serve Until 1998," "Directors
Continuing to Serve Until 1997," and "Directors Continuing to Serve Until 1996,"
which information is incorporated herein by reference.
(b) Executive officers of the Registrant as of June 30, 1995, are as
follows: Executive officers are elected for a one-year term by the Board of
Directors.
OFFICE AND EMPLOYMENT DURING THE
NAME OF OFFICER AGE LAST FIVE FISCAL YEARS
Charles O. Dunn 47 President and Chief Executive Officer since
April 1 1993; Executive Vice President (1988-
1993)
William F. Hawkins 64 Senior Vice President-Finance and Administration
since April 28, 1987
David W. Arnold 58 Senior Vice President-Technical Group since
July 1, 1991; Senior Vice President-Research and
Engineering (1987-1991)
C. E. McCraw 47 Senior Vice President-Operations since July 12,
1994; Senior Vice President-Fertilizer Group
(1991-1994); Vice President-Fertilizer Group
(1991); Vice President-Operations (1987-1991)
Robert E. Jones 48 Vice President and General Counsel since
October 24, 1989
John J. Duffy 61 Vice President-Marketing since July 1, 1995;
Vice President-Sales and Marketing (1994-1995);
Director of Sales and Marketing (1991-1994);
Director, Field Sales (1988-1991)
Rosalyn B. Glascoe 51 Corporate Secretary since June 24, 1986
(c) The information called for with respect to the identification of
certain significant employees is not applicable to the Registrant.
(d) There are no family relationships between the directors and executive
officers listed above. There are no arrangements nor understandings between any
named officer and any other person pursuant to which such person was selected as
an officer.
(e) There are no legal proceedings involving directors, nominees for
directors, or officers.
The information required by this item regarding compliance with Section 16(a)
of the Exchange Act is set forth in the Company's Proxy Statement for the 1995
annual meeting of shareholders under the caption "Compliance with Section 16(a)
of the Exchange Act," which information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth in the Company's Proxy
Statement for the 1995 annual meeting of shareholders under the captions
"Compensation of Executive Officers" and "Retirement Program," which information
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth in the Company's Proxy
Statement for the 1995 annual meeting of shareholders under the captions
"Security Ownership of Certain Beneficial Owners" and "Management Ownership of
the Company's Stock," which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth in the Company's Proxy
Statement for the 1995 annual meeting of shareholders under the caption
"Compensation Committee Interlocks and Insider Participation," which information
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND SCHEDULES
The consolidated financial statements, together with the report thereon of
Arthur Andersen LLP dated July 28, 1995, appearing in the 1995 Annual Report to
Shareholders are incorporated by reference in this Form 10-K. With the
exception of the aforementioned information and information incorporated by
reference in Items 5, 6, 7 and 8, the 1995 Annual Report to Shareholders is not
to be deemed filed as part of this Form 10-K. The following financial statement
schedule should also be read in conjunction with the financial statements in
such 1995 Annual Report to Shareholders. Financial statement schedules not
included in this Form 10-K have been omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
Separate financial statements of 50% or less owned persons accounted for by the
equity method which are not shown herein have been omitted because, if
considered in the aggregate, they would not constitute a significant subsidiary.
(i)Financial Statements:
Report of Independent Public Accountants
Consolidated Balance Sheets, June 30, 1995 and 1994
Consolidated Statements of Income Years Ended June 30, 1995, 1994 and
1993
Consolidated Statements of Shareholders' Equity, Years Ended June 30,
1995, 1994 and 1993
Consolidated Statements of Cash Flows, Years Ended June 30, 1995, 1994
and 1993
Notes to Consolidated Financial Statements
(ii)Report of Independent Public Accountants on Financial Statement
Schedules
(iii)Exhibits:
Exhibits filed as part of this report are listed below. Certain
exhibits have been previously filed with the Commission and are
incorporated herein by reference.
SEC EXHIBIT
REFERENCE NO. DESCRIPTION
1 Shareholder Rights Plan; filed as Exhibit 1 to the Company's Report
on Form 8-A dated August 15, 1994, SEC File No. 2-7803, and
incorporated herein by reference.
3.1 Articles of Incorporation of the Company; filed as Exhibit 3.1 to
the Company's Amendment No. 1 to Form S-1 Registration Statement
filed August 2, 1994, SEC File No. 33-53119, and incorporated
herein by reference.
3.2 Bylaws of the Company; filed as Exhibit 3.2 to the Company's
Amendment No. 1 to Form S-1 Registration Statement filed August 2,
1994, SEC File No. 33-53119, and incorporated herein by reference.
4.1 Revolving Credit/Term Loan Agreement dated August , 1992, between
the Company and NationsBank of Tennessee, purchaser of the
Company's Series I Secured Note, Due June 30 1999, in the aggregate
principal amount of $20,000,000; filed as Exhibit 4.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1992, SEC File No. 2-7803, and incorporated herein by
reference.
4.2 Indenture of Mortgage, Deed of Trust, Assignment and Security
Agreement dated as of September 1, 1976, among the Company, the New
Orleans Bank for Cooperatives, John H. Farrelly, as trustee for the
benefit of the New Orleans Bank for Cooperatives under certain
deeds of trust, and Deposit Guaranty National Bank); filed as
Exhibit B to Exhibit 2 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1976, SEC File No. 2-7803, and
incorporated herein by reference.
4.3 Sixteenth Supplemental Indenture dated as of June 30, 1994, between
the Company and Deposit Guaranty National Bank.
4.4 Fifteenth Supplemental Indenture and Amendment to Series I
Revolving Credit/Term Loan Agreement dated as of June 17, 1994,
between the Company and Deposit Guaranty National Bank.
4.5 Fourteenth Supplemental Indenture dated as of June 17, 1994,
between the Company and Deposit Guaranty National Bank.
4.6 Thirteenth Supplemental Indenture dated as of July 16, 1993,
between the Company and Deposit Guaranty National Bank; filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
April 26, 1994, SEC File No. 2-7803, and incorporated herein by
reference.
4.7 Twelfth Supplemental Indenture dated as of August 6, 1992, between
the Company and Deposit Guaranty National Bank; filed as
Exhibit 4.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992, SEC File No. 2-7803, and
incorporated herein by reference.
4.8 Eleventh Supplemental Indenture dated as of July 16, 1990, between
the Company and Deposit Guaranty National Bank, together with
Exhibit A thereto, being an Agreement for Real Estate Purchase
Option dated July 16, 1990, for the sale of the Company's Hardee
County, Florida, property and underlying phosphate reserves; filed
as Exhibit 4.2 to Amendment No. 1 of the Company's Report on Form 8
dated November 7, 1990, SEC File No. 2-7803, and incorporated
herein by reference.
4.9 Tenth Supplemental Indenture dated as of December 26, 1989, between
the Company and Deposit Guaranty National Bank, together with
Exhibit A thereto, being a Note Purchase Agreement dated as of
December 26, 1989, between the Company and John Hancock Variable
Life Insurance Company, purchaser of the Company's 9.97% Secured
Notes, Series , Due 1999, in the aggregate principal amount of
$6,000,000; filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1990, SEC File
No. 2-7803, and incorporated herein by reference.
4.10 Ninth Supplemental Indenture dated as of February 23, 1988, between
the Company and Deposit Guaranty National Bank; filed as
Exhibit 4.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1988, File No. 2-7803, and incorporated
herein by reference.
4.11 Eighth Supplemental Indenture dated as of May 15, 1983, between the
Company and Deposit Guaranty National Bank; filed as Exhibit 4.1 to
Post-Effective Amendment No. 3 to Registration Statement No.
2-71827 and incorporated herein by reference.
4.12 Seventh Supplemental Indenture dated as of October 1, 1979, between
the Company and Deposit Guaranty National Bank; filed as Exhibit 2
to Post-Effective Amendment No. 3 to Registration Statement No.
2-57390 and incorporated herein by reference.
4.13 Sixth Supplemental Indenture dated as of September 1, 1979, between
the Company and Deposit Guaranty National Bank, filed as Exhibit 3
to Post-Effective Amendment No. 3 to Registration Statement No.
2-57390 and incorporated herein by reference.
4.14 Fifth Supplemental Indenture dated as of June 1, 1978, between the
Company and Deposit Guaranty National Bank; filed as Exhibit 7 to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1979, SEC File No. 2-7803, and incorporated herein by
reference.
4.15 Fourth Supplemental Indenture dated as of May 1, 1978, between the
Company and Deposit Guaranty National Bank; filed as Exhibit 9 to
Post-Effective Amendment No. 2 to Registration Statement No.
2-57390 and incorporated herein by reference.
4.16 Third Supplemental Indenture dated as of June 28, 1977, between the
Company and Deposit Guaranty National Bank; filed as Exhibit 6 to
Post-Effective Amendment No. 1 to Registration Statement No.
2-57390 and incorporated herein by reference.
4.17 Second Supplemental Indenture dated as of September 30, 1976, among
the Company, New Orleans Bank for Cooperatives, John H. Farrelly
and Deposit Guaranty National Bank; filed as Exhibit 6 to
Registration Statement No. 2-57390 and incorporated herein by
reference.
4.18 First Supplemental Indenture, dated as of September 7, 1976, among
the Company, New Orleans Bank for Cooperatives, John H. Farrelly
and Deposit Guaranty National Bank; filed as Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1976, SEC File No. 2-7803, and incorporated herein by
reference.
10.1 Mississippi Chemical Corporation 1994 Stock Incentive Plan; filed
as Appendix A to the Company's 1995 Proxy Statement and
incorporated herein by reference.
10.2 Mississippi Chemical Corporation 1995 Stock Option Plan for
Nonemployee Directors; filed as Appendix B to the Company's 1995
Proxy Statement and incorporated herein by reference.
10.3 Mississippi Chemical Corporation 1995 Restricted Stock Purchase
Plan for Nonemployee Directors; filed as Appendix C to the
Company's 1995 Proxy Statement and incorporated herein by
reference.
10.4 Purchase Agreement entered into as of September 15, 1994, by and
between the Company and Air Products and Chemicals, Inc., for the
sale and purchase of ammonium nitrate prills.1
10.5 Amendment No. 1 to Purchase Agreement entered into as of May 31,
1995, by and between the Company and Air Products and Chemicals,
Inc.
10.6 Agreement effective as of October 1, 1991, entered into by the
Company's subsidiary Mississippi Phosphates Corporation for the
exclusive distribution of diammonium phosphate produced by
Mississippi Phosphates Corporation; filed as Exhibit 10.1 to
Amendment No. 1 to the Company's Report on Form 8 dated January 7,
1993, SEC File No. 2-7803, and incorporated herein by reference.
10.7 Amendment of Agreement, effective as of August 1, 1994, to the
Agreement entered into as of October 1, 1991, by the Company's
subsidiary Mississippi Phosphates Corporation for the exclusive
distribution of diammonium phosphate produced by Mississippi
Phosphates Corporation.
[FN]
1
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from paragraph 1.5, paragraph 6.1,
paragraph 11.1; Exhibit A and Exhibit F of the Purchase Agreement, and an
application for confidential treatment has been filed separately with the
Commission.
10.8 Amendment of Agreement, effective as of July 1, 1993, to the
Agreement entered into as of October 1, 1991, by the Company's
subsidiary Mississippi Phosphates Corporation for the exclusive
distribution of diammonium phosphate produced by Mississippi
Phosphates Corporation; filed as Exhibit 10.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993,
SEC File No. 2-7803, and incorporated herein by reference.
10.9 Agreement made and entered into as of September 15, 1991, between
Office Cherifien des Phosphates and the Company's subsidiary
Mississippi Phosphates Corporation for the sale and purchase of
phosphate rock; filed as Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1991, File
No. 2-7803, and incorporated herein by reference.
10.10 Amendment No. 3, effective as of January 1, 1995, to the Agreement
effective as of September 15, 1991, between Office Cherifien des
Phosphates and the Company's subsidiary Mississippi Phosphates
Corporation for the sale and purchase of phosphate rock.2
10.11 Amendment No. 2, effective as of July 1, 1993, to the Agreement
effective as of September 15, 1991, between Office Cherifien des
Phosphates and the Company's subsidiary Mississippi Phosphates
Corporation for the sale and purchase of phosphate rock.3
[FN]
2
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from Schedule 1 to Amendment No. 3,
Exhibit B, and an application for confidential treatment has been filed
separately with the Commission.
3
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from paragraphs numbered 5 and 8 of
Amendment No. 2; from the first paragraph, paragra ph numbered 1, paragraph
numbered 2, and paragraph numbered 3 of Schedule 1, Exhibit A; from Schedule 2,
Exhibit B; from Schedule 3, Exhibit C, and from Schedule 4, Exhibit D; and an
application for confidential treatment has been filed separately with the
Commission.
10.12 Amendment No. 1, effective as of July 1, 1992, to the Agreement
effective as of September 15, 1991, between Office Cherifien des
Phosphates and the Company's subsidiary Mississippi Phosphates
Corporation for the sale and purchase of phosphate rock.4
10.13 Gas Sales Agreement entered into by the Company and Sonat Marketing
Company as of July 13, 1995, for the sale and purchase of natural
gas.5
10.14 Triad Chemical Joint Venture Agreement; filed as Exhibit G1 to
Post-Effective Amendment No. 6 to Registration Statement No.
2-25041 and incorporated herein by reference.
10.15 Amendment to Joint Venture Agreement entered into by the Company
and First Mississippi Corporation effective as of May 28, 1993;
filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993, SEC File No. 2-7803, and
incorporated herein by reference.
10.16 Products Withdrawal Agreement dated June 3, 1968, between First
Mississippi Corporation and MisCoa covering withdrawal of product
from Triad Chemical; filed as Exhibit H to Post-Effective Amendment
No. 7 to Registration Statement No. 2-25041 and incorporated herein
by reference.
10.17 Amendment to Products Withdrawal Agreement entered into by the
Company and First Mississippi Corporation effective as of May 28,
1993; filed as Exhibit 10.5 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1993, SEC File No. 2-7803,
and incorporated herein by reference.
[FN]
4
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from the first and second paragraphs of
paragraph numbered 1 of Amendment No. 1 and an application for confidential
treatment has been filed separately with the Commission.
5
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from Article IV, Price, and an application
for confidential treatment has been filed separately with the Commission.
10.18 Agreement for Real Estate Purchase Option dated July 16, 1990, for
the sale of the Company's Hardee County, Florida, property and
underlying phosphate reserves; filed as an exhibit to Exhibit 4.2
to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1990, SEC File No. 2-7803, and incorporated herein
by reference.
13 Excerpts from the Company's 1995 Annual Report to Shareholders.
21 List of subsidiaries of the Company.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K:
No reports were filed on Form 8-K during the three months ended June 30,
1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ Charles O. Dunn
President
Principal Executive Officer
By: /s/ William F. Hawkins
Senior Vice President-Finance and Administration
Principal Financial Officer and Chief Accounting
Officer
Date: September 28, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Charles O. Dunn Director, September 28, 1995
President and Chief Executive
Officer
(principal executive officer)
/s/ Coley L. Bailey Director, Chairman of the September 28, 1995
Board
/s/ John Sharp Howie Director, Vice Chairman of September 28, 1995
the Board
/s/ John W. Anderson Director September 28, 1995
/s/ Frank R. Burnside, Director September 28, 1995
Jr.
/s/ Robert P. Dixon Director September 28, 1995
/s/ W. R. Dyess Director September 28, 1995
/s/ Woods E. Eastland Director September 28, 1995
/s/ G. David Jobe Director September 28, 1995
/s/ George D. Penick, Jr. Director September 28, 1995
/s/ David M. Ratcliffe Director September 28, 1995
/s/ Wayne Thames Director September 28, 1995
MISSISSIPPI CHEMICAL CORPORATION
EXHIBIT INDEX
TO
FORM 10-K
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
1 Shareholder Rights Plan; filed as Exhibit 1 to the
Company's Report on Form 8-A dated August 15, 1994, SEC
File No. 2-7803, and incorporated herein by reference.
3.1 Articles of Incorporation of the Company; filed as
Exhibit 3.1 to the Company's Amendment No. 1 to Form S-1
Registration Statement filed August 2, 1994, SEC File
No. 33-53119, and incorporated herein by reference.
3.2 Bylaws of the Company; filed as Exhibit 3.2 to the
Company's Amendment No. 1 to Form S-1 Registration
Statement filed August 2, 1994, SEC File No. 33-53119,
and incorporated herein by reference.
4.1 Revolving Credit/Term Loan Agreement dated August 6, 1992,
between the Company and NationsBank of Tennessee,
purchaser of the Company's Series I Secured Note, Due
June 30 1999, in the aggregate principal amount of
$20,000,000; filed as Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1992, SEC File No. 2-7803, and incorporated herein by
reference.
4.2 Indenture of Mortgage, Deed of Trust, Assignment and
Security Agreement dated as of September 1, 1976, among
the Company, the New Orleans Bank for Cooperatives,
John H. Farrelly, as trustee for the benefit of the New
Orleans Bank for Cooperatives under certain deeds of
trust, and Deposit Guaranty National Bank); filed as
Exhibit B to Exhibit 2 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1976, SEC
File No. 2-7803, and incorporated herein by reference.
4.3 Sixteenth Supplemental Indenture dated as of June 30, [ ]
1994, between the Company and Deposit Guaranty National
Bank.
4.4 Fifteenth Supplemental Indenture and Amendment to [ ]
Series I Revolving Credit/Term Loan Agreement dated as of
June 17, 1994, between the Company and Deposit Guaranty
National Bank.
4.5 Fourteenth Supplemental Indenture dated as of June 17, [ ]
1994, between the Company and Deposit Guaranty National
Bank.
4.6 Thirteenth Supplemental Indenture dated as of July 16,
1993, between the Company and Deposit Guaranty National
Bank; filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated April 26, 1994, SEC File
No. 2-7803, and incorporated herein by reference.
4.7 Twelfth Supplemental Indenture dated as of August 6,
1992, between the Company and Deposit Guaranty National
Bank; filed as Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1992, SEC
File No. 2-7803, and incorporated herein by reference.
4.8 Eleventh Supplemental Indenture dated as of July 16,
1990, between the Company and Deposit Guaranty National
Bank, together with Exhibit A thereto, being an Agreement
for Real Estate Purchase Option dated July 16, 1990, for
the sale of the Company's Hardee County, Florida,
property and underlying phosphate reserves; filed as
Exhibit 4.2 to Amendment No. 1 of the Company's Report on
Form 8 dated November 7, 1990, SEC File No. 2-7803, and
incorporated herein by reference.
4.9 Tenth Supplemental Indenture dated as of December 26,
1989, between the Company and Deposit Guaranty National
Bank, together with Exhibit A thereto, being a Note
Purchase Agreement dated as of December 26, 1989, between
the Company and John Hancock Variable Life Insurance
Company, purchaser of the Company's 9.97% Secured Notes,
Series , Due 1999, in the aggregate principal amount of
$6,000,000; filed as Exhibit 4.3 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1990, SEC File No. 2-7803, and incorporated herein by
reference.
4.10 Ninth Supplemental Indenture dated as of February 23,
1988, between the Company and Deposit Guaranty National
Bank; filed as Exhibit 4.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1988,
File No. 2-7803, and incorporated herein by reference.
4.11 Eighth Supplemental Indenture dated as of May 15, 1983,
between the Company and Deposit Guaranty National Bank;
filed as Exhibit 4.1 to Post-Effective Amendment No. 3 to
Registration Statement No. 2-71827 and incorporated
herein by reference.
4.12 Seventh Supplemental Indenture dated as of October 1,
1979, between the Company and Deposit Guaranty National
Bank; filed as Exhibit 2 to Post-Effective Amendment
No. 3 to Registration Statement No. 2-57390 and
incorporated herein by reference.
4.13 Sixth Supplemental Indenture dated as of September 1,
1979, between the Company and Deposit Guaranty National
Bank, filed as Exhibit 3 to Post-Effective Amendment
No. 3 to Registration Statement No. 2-57390 and
incorporated herein by reference.
4.14 Fifth Supplemental Indenture dated as of June 1, 1978,
between the Company and Deposit Guaranty National Bank;
filed as Exhibit 7 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1979, SEC File
No. 2-7803, and incorporated herein by reference.
4.15 Fourth Supplemental Indenture dated as of May 1, 1978,
between the Company and Deposit Guaranty National Bank;
filed as Exhibit 9 to Post-Effective Amendment No. 2 to
Registration Statement No. 2-57390 and incorporated
herein by reference.
4.16 Third Supplemental Indenture dated as of June 28, 1977,
between the Company and Deposit Guaranty National Bank;
filed as Exhibit 6 to Post-Effective Amendment No. 1 to
Registration Statement No. 2-57390 and incorporated
herein by reference.
4.17 Second Supplemental Indenture dated as of September 30,
1976, among the Company, New Orleans Bank for
Cooperatives, John H. Farrelly and Deposit Guaranty
National Bank; filed as Exhibit 6 to Registration
Statement No. 2-57390 and incorporated herein by
reference.
4.18 First Supplemental Indenture, dated as of September 7,
1976, among the Company, New Orleans Bank for
Cooperatives, John H. Farrelly and Deposit Guaranty
National Bank; filed as Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1976, SEC File No. 2-7803, and incorporated herein by
reference.
10.1 Mississippi Chemical Corporation 1994 Stock Incentive
Plan; filed as Appendix A to the Company's 1995 Proxy
Statement and incorporated herein by reference.
10.2 Mississippi Chemical Corporation 1995 Stock Option Plan
for Nonemployee Directors; filed as Appendix B to the
Company's 1995 Proxy Statement and incorporated herein by
reference.
10.3 Mississippi Chemical Corporation 1995 Restricted Stock
Purchase Plan for Nonemployee Directors; filed as
Appendix C to the Company's 1995 Proxy Statement and
incorporated herein by reference.
10.4 Purchase Agreement entered into as of September 15, 1994, [ ]
by and between the Company and Air Products and
Chemicals, Inc., for the sale and purchase of ammonium
nitrate prills.6
[FN]
6
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from paragraph 1.5, paragraph 6.1,
paragraph 11.1; Exhibit A and Exhibit F of the Purchase Agreement, and a n
application for confidential treatment has been filed separately with the
Commission.
10.5 Amendment No. 1 to Purchase Agreement entered into as of [ ]
May 31, 1995, by and between the Company and Air Products
and Chemicals, Inc.
10.6 Agreement effective as of October 1, 1991, entered into
by the Company's subsidiary Mississippi Phosphates
Corporation for the exclusive distribution of diammonium
phosphate produced by Mississippi Phosphates Corporation;
filed as Exhibit 10.1 to Amendment No. 1 to the Company's
Report on Form 8 dated January 7, 1993, SEC File No.
2-7803, and incorporated herein by reference.
10.7 Amendment of Agreement, effective as of August 1, 1994, [ ]
to the Agreement entered into as of October 1, 1991, by
the Company's subsidiary Mississippi Phosphates
Corporation for the exclusive distribution of diammonium
phosphate produced by Mississippi Phosphates Corporation.
10.8 Amendment of Agreement, effective as of July 1, 1993, to
the Agreement entered into as of October 1, 1991, by the
Company's subsidiary Mississippi Phosphates Corporation
for the exclusive distribution of diammonium phosphate
produced by Mississippi Phosphates Corporation; filed as
Exhibit 10.3 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993, SEC File No.
2-7803, and incorporated herein by reference.
10.9 Agreement made and entered into as of September 15, 1991,
between Office Cherifien des Phosphates and the Company's
subsidiary Mississippi Phosphates Corporation for the
sale and purchase of phosphate rock; filed as
Exhibit 10.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1991, File No. 2-7803,
and incorporated herein by reference.
10.10 Amendment No. 3, effective as of January 1, 1995, to the [ ]
Agreement effective as of September 15, 1991, between
Office Cherifien des Phosphates and the Company's
subsidiary Mississippi Phosphates Corporation for the
sale and purchase of phosphate rock.7
10.11 Amendment No. 2, effective as of July 1, 1993, to the [ ]
Agreement effective as of September 15, 1991, between
Office Cherifien des Phosphates and the Company's
subsidiary Mississippi Phosphates Corporation for the
sale and purchase of phosphate rock.8
[FN]
7
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from Schedule 1 to Amendment No. 3,
Exhibit B, and an application for confidential treatment has been filed
separately with the Commission.
8
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from paragraphs numbered 5 and 8 of
Amendment No. 2; from the first paragraph, paragraph numbered 1, paragraph
numbered 2, and paragraph numbered 3 of Schedule 1, Exhibit A; from Schedule 2,
Exhibit B; from Schedule 3, Exhibit C, and from Schedule 4, Exhibit D; and an
application for confidential treatment has been filed separately with the
Commission.
10.12 Amendment No. 1, effective as of July 1, 1992, to the [ ]
Agreement effective as of September 15, 1991, between
Office Cherifien des Phosphates and the Company's
subsidiary Mississippi Phosphates Corporation for the
sale and purchase of phosphate rock.9
10.13 Gas Sales Agreement entered into by the Company and Sonat [ ]
Marketing Company as of July 13, 1995, for the sale and
purchase of natural gas.10
10.14 Triad Chemical Joint Venture Agreement; filed as
Exhibit G1 to Post-Effective Amendment No. 6 to
Registration Statement No. 2-25041 and incorporated
herein by reference.
10.15 Amendment to Joint Venture Agreement entered into by the
Company and First Mississippi Corporation effective as of
May 28, 1993; filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the fiscal year ended
June 30, 1993, SEC File No. 2-7803, and incorporated
herein by reference.
[FN]
9
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from the first and second paragraphs of
paragraph numbered 1 of Amendment No. 1 and an application for confidential
treatment has been filed separately with the Commission.
10
Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
business information has been deleted from Article IV, Price, and an application
for confidential treatment has been filed separately with the Commission.
10.16 Products Withdrawal Agreement dated June 3, 1968, between
First Mississippi Corporation and MisCoa covering
withdrawal of product from Triad Chemical; filed as
Exhibit H to Post-Effective Amendment No. 7 to
Registration Statement No. 2-25041 and incorporated
herein by reference.
10.17 Amendment to Products Withdrawal Agreement entered into
by the Company and First Mississippi Corporation
effective as of May 28, 1993; filed as Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993, SEC File No. 2-7803, and
incorporated herein by reference.
10.18 Agreement for Real Estate Purchase Option dated July 16,
1990, for the sale of the Company's Hardee County,
Florida, property and underlying phosphate reserves;
filed as an exhibit to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
June 30, 1990, SEC File No. 2-7803, and incorporated
herein by reference.
13 Excerpts from the Company's 1995 Annual Report to [ ]
Shareholders.
21 List of subsidiaries of the Company. [ ]
23 Consent of Arthur Andersen LLP. [ ]
27 Financial Data Schedule.