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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-8135
SIGMA-ALDRICH CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
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 of 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. [X]
Aggregate market value of the voting stock held by
non-affiliates of the Registrant:
$2,422,561,948 March 4, 1994
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Value Date of Valuation
Number of shares outstanding of each of the Registrant's
classes of common stock, as of March 4, 1994:
Common Stock, $1.00 par value, 49,827,529 shares outstanding
The following documents are incorporated by reference in the Parts
of Form 10-K indicated below:
Parts of Form 10-K into
Documents Incorporated by Reference: which Incorporated:
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Pages 11-24 of the Annual Report to
Shareholders for the year ended
December 31, 1993 Parts I, II and IV
Proxy Statement for the 1994 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F- of this report.
PART I
Item 1. Business.
Sigma-Aldrich Corporation engages through subsidiaries in two
lines of business: the production and sale of a broad range of
biochemicals, organic and inorganic chemicals, radiolabeled
chemicals, diagnostic reagents, chromatography products and related
products (hereinafter referred to as "chemical products"), and the
manufacture and sale of metal components for strut, cable tray,
pipe support and telecommunication systems and electrical
enclosures (hereinafter referred to as "metal products" or
"B-Line"). Its principal executive offices are located at 3050 Spruce
Street, St. Louis, Missouri 63103.
Sigma-Aldrich Corporation (hereinafter referred to as the
"Company", which term includes all consolidated subsidiaries of the
Company) was incorporated under the laws of the State of Delaware
in May 1975. Effective July 31, 1975 ("Reorganization"), the
Company succeeded, as a reporting company, Sigma International,
Ltd., the predecessor of Sigma Chemical Company ("Sigma"), and
Aldrich Chemical Company, Inc. ("Aldrich"), both of which had
operated continuously for more than 20 years prior to the
Reorganization. Effective December 9, 1980, B-Line Systems, Inc.,
previously a subsidiary of Sigma, became a subsidiary of the
Company.
Effective June 23, 1989, the Company purchased all of the
issued and outstanding capital stock of Fluka Chemie AG ("Fluka"),
a Swiss corporation, from Ciba-Geigy International AG, F. Hoffman-
LaRoche & Co. Limited and eleven minority shareholders.
Effective May 5, 1993, the Company acquired the net assets and
business of Supelco, Inc.("Supelco"), a worldwide supplier of
chromatography products used in chemical research and production,
from Rohm and Haas Company.
(a) Chemical Products.
1) Products:
The Company distributes approximately 71,000 chemical products
for use primarily in research and development, in the diagnosis of
disease, and as specialty chemicals for manufacturing. In
laboratory applications, the Company's products are used in the
fields of biochemistry, synthetic chemistry, quality control and
testing, immunology, hematology, pharmacology, microbiology,
neurology, and endocrinology, and in the studies of life processes.
Sigma diagnostic products are used in the detection of heart, liver
and kidney diseases and various metabolic disorders. Certain of
these diagnostic products are used in measuring concentrations of
various naturally occurring substances in the blood, indicative of
certain pathological conditions. The diagnostic products are used
in manual, semi-automated and automated testing procedures.
Supelco offers a full line of chromatography products and
application technologies for analyzing and separating complex
chemical mixtures. The line includes items for the collection and
preparation of various samples for further chemical analysis, gas
and liquid chromatography, reference standards and related
laboratory products.
Aldrich also offers approximately 38,000 esoteric chemicals as
a special service to customers interested in screening them for
application in many areas (such as medicine and agriculture).
This area accounts for less than 1% of the Company's sales.
Because of continuing developments in the field of research,
there can be no assurance of a continuing market for each of the
Company's products. However, through a continuing review of
technical literature, along with constant communications with
customers, the Company keeps abreast of the trends in research and
diagnostic techniques. This information, along with its own
research technology, determines the Company's development of
improved and/or additional products.
2) Production and Purchasing:
The Company has chemical production facilities in Milwaukee
and Sheboygan, Wisconsin (Aldrich); St. Louis, Missouri (Sigma);
Bellefonte, Pennsylvania (Supelco); Germany (Aldrich Chemie GmbH
and Co. K.G.); Israel (Makor Chemicals Limited); Switzerland
(Fluka) and the United Kingdom (Sigma Chemical Company Ltd.). A
minor amount of production is done by some of the Company's other
subsidiaries. Biochemicals and diagnostic reagents are primarily
produced by extraction and purification from yeasts, bacteria and
other naturally occurring animal and plant sources. Organic and
inorganic chemicals and radiolabeled chemicals are primarily
produced by synthesis. Chromatography media and columns are
produced using proprietary chemical synthesis and proprietary
preparation processes. Similar processes are used for filtration
and sample collection processes.
Of the approximately 71,000 products listed in the Sigma,
Aldrich, Fluka and Supelco catalogs, the Company produced
approximately 31,000 which accounted for 44% of the net sales of
chemical products for the year ended December 31, 1993. The
remainder of products were purchased from a large number of sources
either under contract or in the open market.
No one supplier accounts for as much as 10% of the Company's
chemical purchases. The Company has generally been able to obtain
adequate supplies of products and materials to meet its needs.
Whether a product is produced by the Company or purchased from
outside suppliers, it is subjected to quality control procedures,
including the verification of purity, prior to final packaging.
This is done by a combined staff of 201 chemists and lab
technicians utilizing sophisticated scientific equipment.
3) Distribution and Sales:
The Company markets its chemical products primarily through
Sigma, Aldrich, Fluka and Supelco under their own trademarks and
labels. Marketing of products is primarily done through the
distribution of over 2,600,000 comprehensive catalogs to customers
and potential customers throughout the world. This is supplemented
by certain specialty catalogs, by advertising in chemical and other
scientific journals, by direct mail distribution of in-house
publications and special product brochures and by personal visits
by technical and sales representatives with customers.
For customer convenience, Sigma packages approximately 300
combinations of certain of its individual products in diagnostic
kit form. A diagnostic kit will include products which, when used
in a series of manual and/or automated testing procedures, will aid
in detecting particular conditions or diseases. The sale of these
kits is promoted by a field sales unit. Diagnostic kits accounted
for less than 10% of the Company's net sales of chemical products
in the year ended December 31, 1993.
During the year ended December 31, 1993, products were sold to
approximately 129,000 customers, including hospitals, universities,
clinical laboratories as well as private and governmental research
laboratories. The majority of the Company's sales are small orders
in laboratory quantities averaging less than $200. The Company
also makes its chemical products available in larger-than-normal
laboratory quantities for use in manufacturing. Sales of these
products accounted for approximately 15% of chemical sales in 1993.
During the year ended December 31, 1993, no one customer and no one
product accounted for more than 1% of the net sales of chemical
products.
Sigma, Aldrich, Fluka and Supelco encourage their customers
and potential customers, wherever located, to contact them by
telephone "collect" or on "toll-free" WATS lines for technical
staff consultation or for placing orders. Order processing,
shipping, invoicing and product inventory are computerized.
Shipments are made seven days a week from St. Louis, six days a
week from Milwaukee, England, Germany, Israel and Japan and five
days a week from all other locations. The Company strives to ship
its products to customers on the same day an order is received and
carries significant inventories to maintain this policy.
4) International Operations:
In the year ended December 31, 1993, approximately 50% of the
Company's net sales of chemical products were to customers located
in foreign countries. These sales were made directly by Sigma,
Aldrich, Fluka and Supelco, through distributors and by
subsidiaries organized in Australia, Belgium, Brazil, Canada, Czech
Republic, England, France, Germany, Holland, Hungary, India,
Israel, Italy, Japan, Mexico, Scotland, Singapore, South Korea,
Spain and Switzerland. Several foreign subsidiaries also have
production facilities.
For sales with final destinations in a foreign market, the
Company has a Foreign Sales Corporation ("FSC") subsidiary which
provides the Company certain Federal income tax advantages. The
effect of the tax rules governing the FSC is to lower the effective
Federal income tax rate on export income. The Company intends to
continue to comply with the provisions of the Internal Revenue Code
relating to FSCs.
The Company's foreign operations and domestic export sales are
subject to currency revaluations, changes in tariff restrictions
and restrictive regulations of foreign governments, among other
factors inherent in these operations. The Company is unable to
predict the extent to which its business may be affected in the
future by these matters. During the year ended December 31, 1993,
approximately 10% of the Company's domestic operations' chemical
purchases were from foreign suppliers. Additional information
regarding international operations is included in Note 9 to the
consolidated financial statements on pages 21 and 22 of the 1993
Annual Report which is incorporated herein by reference.
5) Patents and Trademarks:
The Company's patents are not material to its operations. The
Company's significant trademarks are the brand names "Sigma",
"Aldrich", "Fluka", "Supelco" and "B-Line" and their related logos
which have various expiration dates and are expected to be renewed
indefinitely.
6) Regulations:
The Company engages principally in the business of selling
products which are not foods or food additives, drugs, or cosmetics
within the meaning of the Federal Food, Drug and Cosmetic Act, as
amended (the "Act"). A limited number of the Company's products,
including in-vitro diagnostic reagents, are subject to labeling,
manufacturing and other provisions of the Act. The Company
believes it is in compliance in all material respects with the
applicable regulations.
The Company believes that it is in compliance in all material
respects with Federal, state and local environmental and safety
regulations relating to the manufacture, sale and distribution of
its products. The following are brief summaries of some of the
Federal laws and regulations which may have an impact on the
Company's business. These summaries are only illustrative of the
extensive regulatory requirements of the Federal, state and local
governments and are not intended to provide the specific details of
each law or regulation.
The Clean Air Act (CAA), as amended, and the regulations
promulgated thereunder, regulates the emission of harmful
pollutants to the air outside of the work environment. Federal or
state regulatory agencies may require companies to acquire permits,
perform monitoring and install control equipment for certain
pollutants.
The Clean Water Act (CWA), as amended, and the regulations
promulgated thereunder, regulates the discharge of harmful
pollutants into the waters of the United States. Federal or state
regulatory agencies may require companies to acquire permits,
perform monitoring and to treat waste water before discharge to the
waters of the United States or a Publicly Owned Treatment Works
(POTW).
The Occupational Safety and Health Act of 1970 (OSHA),
including the Hazard Communication Standard ("Right to Know"), and
the regulations promulgated thereunder, requires the labeling of
hazardous substance containers, the supplying of Material Safety
Data Sheets ("MSDS") on hazardous products to customers and
hazardous substances the employee may be exposed to in the
workplace, the training of the employees in the handling of
hazardous substances and the use of the MSDS, along with other
health and safety programs.
The Resource Conservation and Recovery Act of 1976 (RCRA), as
amended, and the regulations promulgated thereunder, requires
certain procedures regarding the treatment, storage and disposal of
hazardous waste.
The Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (CERCLA) and the Superfund Amendments and
Reauthorization Act of 1986 (SARA), and the regulations promulgated
thereunder, require notification of certain chemical spills and
notification to state and local emergency response groups of the
availability of MSDS and the quantities of hazardous materials in
the Company's possession. The Toxic Substances Control Act of 1976
(TSCA), requires reporting, testing and pre-manufacture notification
procedures for certain chemicals. Exemptions are provided from some
of these requirements with respect to chemicals manufactured in small
quantities solely for research and development use.
The Department of Transportation (DOT) has promulgated
regulations pursuant to the Hazardous Materials Transportation Act,
referred to as the Hazardous Material Regulations (HMR), which set
forth the requirements for hazard labeling, classification and
packaging of chemicals, shipment modes and other goods destined for
shipment in interstate commerce.
Approximately 700 products, for which sales are immaterial to
the total sales of the Company, are subject to control by either
the Drug Enforcement Administration ("DEA") or the Nuclear
Regulatory Commission ("NRC"). The DEA and NRC have issued
licenses to several Company sites to permit importation,
manufacture, research, analysis, distribution and export of certain
products. The Company screens customer orders involving products
regulated by the NRC and the DEA to verify that a license, if
necessary, has been obtained.
(b) Metal Products.
Components for strut, cable tray and pipe support systems are
manufactured by B-Line at its facilities in Highland and Troy,
Illinois; Norcross, Georgia and Reno, Nevada. Components and
complete systems used to support telecommunications apparatus and
cabling are manufactured and sold by B-Line through its Saunders
Communications unit, which is located in Santa Fe Springs,
California. Circle AW Products Company, which was acquired on June
16, 1993 and operates as a wholly-owned subsidiary of B-Line,
manufactures electrical enclosures at its facilities in Portland,
Oregon and Modesto, California.
Strut and pipe support systems are metal frameworks and
related accessories used in industry to support pipes, lighting
fixtures and conduit. Strut systems can be easily assembled with
bolts and spring-loaded nuts, eliminating the necessity of drilling
or welding associated with other types of frameworks. B-Line
manufactures and sells a wide variety of components for these
systems, including steel struts rolled from coils, stamped steel
fittings for interconnecting struts, shelf-supporting brackets,
pipe and conduit supporting clamps, and accessories for the
installation of strut systems on location. Pipe hangers are
generally used in conjunction with strut systems to support heavy
and light duty piping runs in the mechanical, plumbing and
refrigeration industry. The principal materials used by B-Line in
manufacturing are coils of steel and extruded aluminum which B-Line
purchases from a number of suppliers. No one supplier is essential
to B-Line's production. A limited number of components for strut
and pipe support systems, including bolts and nuts and certain
forged and cast components, are purchased from numerous sources and
sold by B-Line as accessories to its own manufactured products.
Cable tray systems are continuous networks of ventilated or
solid trays used primarily in the routing of power cables and
control wiring in power plant or industrial installations. The
systems are generally hung from ceilings or supported by strut
frameworks. Cable tray is produced from either extruded aluminum
or roll-formed steel in various configurations to offer versatility
to designers and installers. Non-metallic strut and cable tray
products, which are used primarily in corrosive environments, are
also available.
Telecommunications equipment racks and cable runways are
manufactured from aluminum or steel. The systems are installed in
the central offices of telephone operating companies. As switching
equipment is changed and upgraded, the systems are replaced.
Electrical enclosures are metal enclosure boxes, generally
manufactured with steel, that are used to contain and protect
electric meters, fuse and circuit breaker boards and electrical
panels. These products are used in industrial, commercial and
residential installations.
B-Line also manufactures a line of lightweight support
fasteners to be used in commercial and industrial facilities to
attach electrical and acoustical fixtures.
B-Line sells primarily to electrical, mechanical and
telecommunications wholesalers. Products are marketed directly by
district sales offices and by regional sales managers through
independent manufacturers' representatives. Products are shipped
to customers from the Highland and Troy, Illinois; Norcross,
Georgia; Reno, Nevada; Portland, Oregon; and Modesto and Santa Fe
Springs, California plants, from two regional warehouses and 42
consigned stock locations. B-Line's products are advertised in
trade journals and by circulation of comprehensive catalogs.
(c) Competition.
Substantial competition exists in all the Company's marketing
and production areas. Although no comprehensive statistics are
available, the Company believes it is a major supplier of organic
chemicals and biochemicals for research and for diagnostic testing
procedures involving enzymes and of chromatography products for
analyzing and separating complex chemical mixtures. A few
competitors, like the Company, offer thousands of chemicals and
stock and analyze most of their products. While the Company
generally offers a larger number of products, some of the Company's
products are unusual and have relatively little demand. In
addition, there are many competitors who offer a limited quantity
of chemicals, and several companies compete with the Company by
offering thousands of chemicals although few of them stock or
analyze substantially all of the chemicals they offer for sale.
The Company believes its B-Line subsidiary to be among the
three largest producers of metal strut framing, pipe hangers and
cable tray component systems, although reliable industry statistics
are not available.
In all product areas the Company competes primarily on the
basis of customer service, quality and price.
(d) Employees.
The Company employed 5,110 persons as of December 31, 1993.
Of these, 4,198 were engaged in production and distribution of
chemical products. The B-Line subsidiary employed 912 persons.
The total number of persons employed within the United States was
3,792, with the balance employed by the foreign subsidiaries. The
Company employed over 1,400 persons who have degrees in chemistry,
biochemistry, engineering or other scientific disciplines,
including approximately 235 with Ph.D. degrees.
Employees engaged in chemical production, research and
distribution are not represented by any organized labor group.
B-Line's production workers at the Highland and Troy, Illinois
facilities are members of the International Association of
Machinists and Aerospace Workers, District No. 9 (AFL-CIO). The
labor agreement covering these employees expires November 12, 1995.
B-Line's production workers at the Norcross, Georgia facility are
members of the United Food and Commercial Workers International
(AFL-CIO), Retail Clerks Union Local 1063. The labor agreement
covering these employees expires June 11, 1994.
(e) Back-log of Orders.
The majority of orders for chemical products in laboratory
quantities are shipped from inventory, resulting in no back-log of
these orders. However, individual items may occasionally be out of
stock. These items are shipped as soon as they become available.
Some orders for larger-than-normal laboratory quantities are for
future delivery. On December 31, 1993 and 1992, the back-log of
firm orders and orders for future delivery of chemical products was
approximately $9,100,000 and $6,800,000, respectively. The Company
estimates that substantially all of the December 31, 1993, back-log
will be shipped during 1994.
On December 31, 1993 and 1992, B-Line had a back-log of
orders amounting to $2,400,000 and $2,200,000, respectively.
B-Line estimates that substantially all of the December 31, 1993,
back-log will be shipped during 1994.
(f) Information as to Industry Segments.
Information concerning industry segments for the years ended
December 31, 1993, 1992 and 1991, is located in Note 9 to the
consolidated financial statements on page 21 of the 1993 Annual
Report which is incorporated herein by reference.
(g) Executive Officers of the Registrant
Information regarding executive officers is contained in Part
III, Item 10, and incorporated herein by reference.
Item 2. Properties.
The Company's primary chemical production facilities are
located in St. Louis, Missouri; Milwaukee and Sheboygan,
Wisconsin; Bellefonte, Pennsylvania and Buchs, Switzerland. In St.
Louis, the Company owns a 320,000 square foot building used for
manufacturing, a complex of buildings aggregating 349,000 square
feet which is currently being used for warehousing and production,
a 75,000 square foot building used for warehousing and a 30,000
square foot building used for production, quality control and
packaging. A 280,000 square foot building in St. Louis is being
partially utilized to provide additional quality control, packaging
and warehousing capacity. Also in St. Louis, the Company owns 30
acres upon which is located a 240,000 square foot administration
and distribution facility, in which its principal executive offices
are located, and a 175,000 square foot diagnostic production and
office building. In Milwaukee, the Company owns a 165,000 square
foot building which is used for manufacturing, warehousing and
offices, a 110,000 square foot building which is used for
additional manufacturing and warehousing and a complex of buildings
aggregating 331,000 square feet which is used primarily for
warehousing and distribution. Also in Milwaukee, the Company owns
a 151,000 square foot building which is used for manufacturing and
warehousing, a 56,000 square foot administration facility and a
615,000 square foot building which is being renovated for use as a
distribution facility. The Company also owns 515 acres in
Sheboygan, Wisconsin, upon which are located multiple buildings
totaling 160,000 square feet for production and packaging. Fluka
owns an 11 acre site in Buchs, Switzerland, upon which are located
its primary production facilities. Approximately 220,000 square
feet of owned production, warehousing and office facilities are at
this site. In Greenville, Illinois, the Company owns 555 acres of
land for future development of biochemical production facilities.
Supelco owns 72 acres near Bellefonte, Pennsylvania, upon which is
located a 160,000 square foot building used for manufacturing,
warehousing, research and administration.
The Company's B-Line manufacturing business is conducted in
Highland and Troy, Illinois; Norcross, Georgia; Reno, Nevada;
Portland, Oregon; and Modesto and Santa Fe Springs, California.
B-Line owns a 270,000 square foot building in Highland, a 55,000
square foot building in Troy, Illinois, a 68,000 square foot
building in Portland, Oregon, a 173,000 square foot building in
Reno, Nevada, and a 125,000 square foot building in Modesto,
California. B-Line leases a 101,000 square foot facility in
Norcross, Georgia, and an 18,000 square foot building in Santa Fe
Springs, California.
The Company also owns warehouse and distribution facilities
containing approximately 35,000 and 8,000 square feet in Metuchen,
New Jersey and Ronkonkoma, New York, respectively, and leases
warehouses in Chicago, Illinois and Dallas, Texas under short-term
leases. Manufacturing and warehousing facilities are also owned or
leased in England, Germany, Israel, Japan, Scotland and
Switzerland. Sales offices are leased in all other locations.
The Company considers the properties to be well maintained, in
sound condition and repair, and adequate for its present needs.
The Company will continue to expand its production and distribution
capabilities in select markets.
Item 3. Legal Proceedings.
There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted by the Registrant to the
stockholders for a vote during the fourth quarter of 1993.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
Information concerning market price of the Registrant's Common
Stock and related shareholder matters for the years ended December
31, 1993 and 1992, is located on page 11 of the 1993 Annual Report
which is incorporated herein by reference.
As of March 4, 1994, there were 2,356 record holders of the
Registrant's Common Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion
and Analysis of Financial Condition and Results of Operations, and
Financial Statements.
The information required by Items 6 through 8 is incorporated
herein by reference to pages 11 - 24 of the 1993 Annual Report.
See Index to Financial Statements and Schedules on page F-1 of this
report. Those pages of the Company's 1993 Annual Report listed in
such Index or referred to in Items 1(a)(4), 1(f) and 5 are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information under the captions "Nominees for Board of
Directors" and "Security Ownership of Directors, Executive Officers
and Principal Beneficial Owners" of the 1994 Proxy Statement is
incorporated herein by reference.
The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
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Carl T. Cori 57 Chairman of the Board,
President and Chief Executive
Officer
Peter A. Gleich 48 Vice President and
Secretary
David R. Harvey 54 Executive Vice President
and Chief Operating Officer
Kirk A. Richter 47 Controller
Thomas M. Tallarico 49 Vice President and Treasurer
There is no family relationship between any of the officers.
Dr. Harvey and Mr. Richter have held the positions indicated for
more than five years.
Dr. Cori has been President and Chief Executive Officer of the
Company for more than five years. He was elected Chairman of the
Board in May 1991.
Mr. Gleich has been Vice President and Secretary of the Company for
more than five years. He also served as Treasurer of the Company
from 1975 to May 1991.
Mr. Tallarico has served as Vice President of the Company since
February 1991 and as Treasurer of the Company since May 1991. He
served as publisher of the St. Louis Sun Publishing Company, St.
Louis, Missouri, from March 1989 to July 1990. He served as Senior
Vice President and General Manager of Pulitzer Publishing Co., St.
Louis Post-Dispatch, St. Louis, Missouri, from 1986 to March 1989.
The present terms of office of the officers will expire when the
next annual meeting of the Directors is held and their successors
are elected.
Item 11. Executive Compensation.
Information under the captions "Director Compensation and
Transactions" and "Information Concerning Executive Compensation"
of the 1994 Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information under the caption "Security Ownership of
Directors, Executive Officers and Principal Beneficial Owners" of
the 1994 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Information under the caption "Director Compensation and
Transactions" of the 1994 Proxy Statement is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Financial Statements.
See Index to Financial Statements on page F-1 of this
report. Those pages of the Company's 1993 Annual Report
listed in such Index or referred to in Items 1(a)(4),
1(f) and 5 are incorporated herein by reference.
2. Financial Statement Schedules.
See Index to Financial Statement Schedules on page F-1 of
this report.
3. Exhibits.
See Index to Exhibits on page F-5 of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
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.
SIGMA-ALDRICH CORPORATION
(Registrant)
By /s/ Thomas M. Tallarico March 30, 1994
-------------------------------------- --------------
Thomas M. Tallarico, Vice President and Date
Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl T. Cori, Peter A. Gleich, David
R. Harvey, Kirk A. Richter and Thomas M. Tallarico and each of them (with
full power to each of them to act alone), his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this report, and to
file the same, with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
By /s/ Carl T. Cori March 30, 1994
-------------------------------------- --------------
Carl T. Cori, Director, Chairman of the Date
Board, President and Chief Executive
Officer
By /s/ David R. Harvey March 30, 1994
----------------------------------------- --------------
David R. Harvey, Director, Executive Vice Date
President and Chief Operating Officer
By /s/ Peter A. Gleich March 30, 1994
-------------------------------------- --------------
Peter A. Gleich, Vice President and Date
Secretary
By /s/ Kirk A. Richter March 30, 1994
-------------------------------------- --------------
Kirk A. Richter, Controller Date
By /s/ Thomas M. Tallarico March 30, 1994
--------------------------------------- --------------
Thomas M. Tallarico, Vice President and Date
Treasurer
By /s/ David M. Kipnis March 30, 1994
-------------------------------------- --------------
David M. Kipnis, Director Date
By /s/ Andrew E. Newman March 30, 1994
--------------------------------------- --------------
Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 30, 1994
--------------------------------------- --------------
Jerome W. Sandweiss, Director Date
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page Number Reference
Annual Report
Form 10-K to Shareholders
Comparative financial data for the years
1993, 1992, 1991, 1990, and 1989 11
Management's discussion of financial
condition and results of operations 12
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 1993 and 1992 15
Consolidated statements for the years
ended December 31, 1993, 1992 and 1991
Income 14
Stockholders' Equity 16
Cash Flows 17
Notes to consolidated financial statements 18
Reports of independent public accountants EX-23
FINANCIAL STATEMENT SCHEDULES:
V Property, plant and equipment for the years
ended December 31, 1993, 1992 and 1991 F-3
VI Accumulated depreciation of property, plant
and equipment for the years ended
December 31, 1993, 1992 and 1991 F-3
IX Short-term borrowings for the years ended
December 31, 1993, 1992 and 1991 F-4
X Supplementary income statement information
for the years ended December 31, 1993,
1992 and 1991 F-4
All other schedules are not submitted because they
are not applicable, not required or because the
information is included in the consolidated financial
statements or notes thereto.
SCHEDULE V
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
Balance at Balance
Beginning Additions Retirements Translation at End
of Period at Cost Acquisitions & Sales Adjustments of Period
-----------------------------------------------------------------------------
1993:
Land $ 18,922 $ 4,523 $ 1,688 $ - $ (475) $ 24,658
Buildings and improvements 128,179 24,239 15,203 (64) (1,238) 166,319
Machinery and equipment 175,783 21,392 9,748 (2,206) (1,590) 203,127
Construction in progress 6,518 25,028 28 - (142) 31,432
-------- ------- ------- -------- -------- --------
$329,402 $75,182 $26,667 $(2,270) $(3,445) $425,536
======== ======= ======= ======== ======== ========
1992:
Land $ 18,119 $ 1,866 $ - $ - $(1,063) $ 18,922
Buildings and improvements 121,872 9,328 - (227) (2,794) 128,179
Machinery and equipment 167,223 17,333 - (5,763) (3,010) 175,783
Construction in progress 4,365 2,359 - - (206) 6,518
-------- ------- ------ -------- -------- --------
$311,579 $30,886 $ - $(5,990) $(7,073) $329,402
======== ======= ====== ======== ======== ========
1991:
Land $ 15,768 $ 2,771 $ - $ - $ (420) $ 18,119
Buildings and improvements 110,877 12,771 - (15) (1,761) 121,872
Machinery and equipment 160,279 9,797 - (1,385) (1,468) 167,223
Construction in progress 3,801 720 - - (156) 4,365
-------- ------- ------ -------- -------- --------
$290,725 $26,059 $ - $(1,400) $(3,805) $311,579
======== ======= ====== ======== ======== ========
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
Balance at Retire- Balance
Beginning ments Translation at End
of Period Additions & Sales Adjustments of Period
------------------------------------------------------------------
1993:
Buildings and improvements $ 38,009 $ 7,615 $ (28) $ (293) $ 45,303
Machinery and equipment 103,090 22,064 (1,751) (492) 122,911
-------- ------- -------- --------- --------
$141,099 $29,679 $(1,779) $ (785) $168,214
======== ======= ======== ========= ========
1992:
Buildings and improvements $ 33,174 $ 5,794 $ (146) $ (813) $ 38,009
Machinery and equipment 86,714 21,583 (3,509) (1,698) 103,090
-------- ------- -------- --------- --------
$119,888 $27,377 $(3,655) $ (2,511) $141,099
======== ======= ======== ========= ========
1991:
Buildings and improvements $ 28,312 $ 5,995 $ (1) $ (1,132) $ 33,174
Machinery and equipment 70,041 19,776 (1,192) (1,911) 86,714
-------- ------- -------- --------- --------
$ 98,353 $25,771 $(1,193) $ (3,043) $119,888
======== ======= ======== ========= ========
SCHEDULE IX
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
Maximum Average Weighted
Category of Weighted Amount Amount Average
Aggregate Balance Average Outstanding Outstanding Interest Rate
Short-Term at End of Interest During the During the During the
Borrowings Period Rate Period Period Period (1)
- ---------------------------------------------------------------------------------
1993
- ----------
Borrowings
from Banks:
Domestic $34,451 4.4% $38,050 $18,991 3.9%
Foreign 2,296 5.5 6,051 3,484 6.0
1992
- ----------
Borrowings
from Banks:
Domestic 875 2.6 1,250 1,019 2.8
Foreign 5,471 8.7 12,915 10,550 9.3
1991
- ----------
Borrowings
from Banks:
Domestic 1,250 4.6 27,100 11,669 6.8
Foreign 12,351 9.9 14,502 11,491 9.3
(1) Computation based on average monthly outstanding borrowings.
SCHEDULE X
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
Charged to Costs and Expenses
1993 1992 1991
------- ------- -------
Maintenance and repairs $10,575 $ 8,857 $ 8,902
Depreciation and amortization 32,505 28,863 26,826
Advertising 28,674 25,274 24,466
Royalties and taxes, other than payroll and income taxes, incurred during 1993,
1992 and 1991 were less than 1% of sales.
INDEX TO EXHIBITS
These Exhibits are numbered in accordance with the Exhibit Table of
Item 6.01 of Regulation S-K:
Exhibit Reference
(3) Certificate of Incorporation and By-Laws:
(a) Certificate of Incorporation and
Amendments Incorporated by reference to Exhibit
3(a) of Form 10-K filed for the year
ended December 31, 1991, Commission
File Number 0-8135.
(b) By-Laws as amended February 1993 Incorporated by reference to Exhibit
3(b) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(4) Instruments Defining the Rights of
Shareholders, Including Indentures:
(a) Certificate of Incorporation and
Amendments See Exhibit 3(a) above.
(b) By-Laws as amended February 1993 See Exhibit 3(b) above.
(c) The Company agrees to furnish to the
Securities and Exchange Commission upon
request pursuant to Item 601(b)(4)(iii)
of Regulation S-K copies of instruments
defining the rights of holders of long-term
debt of the Company and its consolidated
subsidiaries.
(10) Material Contracts:
(a) Incentive Stock Bonus Plan* Incorporated by reference to Exhibit
10(a) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(b) First Amendment to Incentive Incorporated by reference to Exhibit
Stock Bonus Plan* 10(b) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(c) Second Amendment to Incentive Incorporated by refence to Exhibit
Stock Bonus Plan* 10(c) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(d) Share Option Plan of 1987* Incorporated by reference to Exhibit
10(d) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(e) First Amendment to Share Option Incorporated by refence to Exhibit
Plan of 1987* 10(e) of Form 10-K filed for the year
ended December 31, 1992, Commission
File Number 0-8135.
(f) Employment Agreement with Carl T. Incorporated by reference to Exhibit
Cori* (Similar Employment Agreements 10(f) of Form 10-K filed for the
also exist with Peter A. Gleich, year ended December 31, 1992,
David R. Harvey, Kirk A. Richter Commission File Number 0-8135.
and Thomas M. Tallarico)
(g) Letter re: Consultation Services Incorporated by reference to Exhibit
with Dr. David M. Kipnis* 10(g) of Form 10-K field for the
year ended December 31, 1992,
Commission File Number 0-8135.
(11) Statement Regarding Computation Incorporated by reference to the
of Per Share Earnings information on net income per share
included in Note 1 to the Company's
1993 financial statements filed as
Exhibit 13 below.
(13) Pages 11-24 of the Annual Report
to Shareholders for the year
ended December 31, 1993
(21) Subsidiaries of Registrant
(23) Consent of Independent Public Accountants
*Represents management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.