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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10585
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CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 13-4996950
469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 683-5900
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
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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. [ ]
As of March 17, 2000, 36,650,566 shares of Common Stock held by non-affiliates
were outstanding with an aggregate market value of approximately $561 million.
The aggregate market value is based on the closing price of such stock on the
New York Stock Exchange on March 17, 2000.
As of March 17, 2000, 38,339,004 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS II AND IV Portions of registrant's 1999 Annual Report
to Stockholders.
PART III Portions of registrant's Proxy Statement for
the Annual of Stockholders to be held on
May 11, 2000.
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TABLE OF CONTENTS
PART I
ITEM PAGE
1. Business - 1 -
2. Properties - 6 -
3. Legal Proceedings - 7 -
4. Submission of Matters to a Vote of Security Holders - 7 -
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters - 7 -
6. Selected Financial Data - 7 -
7. Management's Discussion and Analysis of Financial Condition and Results of Operations - 7 -
8. Financial Statements and Supplementary Data - 7 -
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - 7 -
PART III
10. Directors and Executive Officers of the Registrant - 7 -
11. Executive Compensation - 8 -
12. Security Ownership of Certain Beneficial Owners and Management - 8 -
13. Certain Relationships and Related Transactions - 8 -
PART IV
14. Exhibits, Financial Statement Schedule and Reports on Form 8-K - 8 -
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PART I
ITEM 1. BUSINESS.
The Company was founded in 1846 and is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a versatile chemical which
performs a broad range of functions such as cleaning, deodorizing, leavening and
buffering. The Company specializes in sodium bicarbonate and sodium
bicarbonate-based products, along with other products which use the same raw
materials or technology or are sold into the same markets.
The Company sells its products, primarily under the ARM & HAMMER(R)
trademark, to consumers through supermarkets, drug stores and mass
merchandisers; and to industrial customers and distributors. ARM & HAMMER is
the registered trademark for a line of consumer products which includes ARM &
HAMMER Baking Soda, ARM & HAMMER DENTAL CARE(R) Dentifrices and ARM & HAMMER
DENTAL CARE Gum, ARM & HAMMER Carpet Deodorizer, ARM & HAMMER Deodorizing Air
Freshener, ARM & HAMMER Powder and Liquid Laundry Detergent, ARM & HAMMER SUPER
SCOOP(R) and ARM & HAMMER SUPER STOP(R) Cat Litter and ARM & HAMMER Deodorant
Anti-Perspirant with Baking Soda. The ARM & HAMMER trademark is also used for a
line of chemical products, the most important of which are sodium bicarbonate,
ammonium bicarbonate, sodium sesquicarbonate, ARM & HAMMER MEGALAC(R) Rumen
Bypass Fat and ARMEX(R) Blast Media. The Company also owns BRILLO(R) Soap Pads
and other consumer products. In 1999, consumer products represented
approximately 80% and specialty products 20% of the Company's sales.
Approximately 89% of the Company's sales revenues are derived from sales in the
United States.
CONSUMER PRODUCTS
PRINCIPAL PRODUCTS
The Company's founders first marketed baking soda in 1846 for use in home
baking. The ARM & HAMMER trademark was adopted in 1867. Today, this product is
known for a wide variety of uses in the home, including as a refrigerator and
freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and
cooking appliances, bath additive, dentifrice, cat litter deodorizer, and
swimming pool pH stabilizer. The Company estimates that a majority of U.S.
households have a box of baking soda on hand. Although no longer the Company's
largest single business, ARM & HAMMER Baking Soda remains the leading brand of
baking soda in terms of consumer recognition of the brand name and its
reputation for quality and value.
The deodorizing properties of baking soda have since led to the
development of several other household products; ARM & HAMMER Carpet Deodorizer
and ARM & HAMMER Deodorizing Air Freshener are both available in a variety of
fragrances. In 1992, the Company launched ARM & HAMMER Cat Litter Deodorizer, a
scented baking soda product targeted to cat-owning households and veterinarians.
During the fourth quarter of 1997, the Company introduced nationally ARM &
HAMMER SUPER SCOOP(R), The Baking Soda Clumping Litter, which competes in the
fast-growing clumping segment of the cat litter market. Following its success,
the Company launched ARM & HAMMER SUPER STOP(R) Clay Litter in late 1999.
The Company's largest consumer business today, measured by sales volume,
is in the laundry detergent market. The ARM & HAMMER brand name has been
associated with this market since the last century when ARM & HAMMER Super
Washing Soda was first introduced as a heavy-duty laundry and household cleaning
product. The Company today makes products for use in various stages of the
laundry cycle; powdered and liquid laundry detergents, fabric softener dryer
sheets and a laundry detergent booster.
ARM & HAMMER Laundry Detergents, in both powder and liquid forms, have been
available nationally since the early 1980's. The Company markets these brands as
value products, priced at a 15 to 20 percent discount from products identified
by the Company as market leaders. In 1996 and in late 1999, the Company
reformulated and concentrated the powder product. A companion product, ARM &
HAMMER Liquid Laundry Detergent, is also available in regular and perfume and
dye-free forms. In 1995 and 1998, this liquid product was reformulated to
improve its performance.
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In 1992, the Company completed the national expansion of another laundry
product, ARM & HAMMER Fabric Softener Sheets. This product stops static cling,
and softens and freshens clothes. In 1998, the Company acquired the TOSS `N
SOFT(R) brand of dryer sheets and combined both products under the FRESH &
SOFT(R) brand name.
ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild
cleansing action cleans and polishes teeth, removes plaque and leaves the mouth
feeling fresh and clean. These properties have led to the development of a
complete line of sodium bicarbonate-based dentifrice products which are marketed
and sold nationally: ARM & HAMMER DENTAL CARE, The Baking Soda Tooth Powder; ARM
& HAMMER DENTAL CARE, The Baking Soda Toothpaste; ARM & HAMMER DENTAL CARE Gel;
ARM & HAMMER DENTAL CARE Tartar Control Formula; ARM & HAMMER DENTAL CARE Tartar
Control Gel; ARM & HAMMER PEROXICARE, a baking soda toothpaste containing
hydrogen peroxide; and Tartar Control PEROXICARE. In 1996, three new ARM &
HAMMER DENTAL CARE Toothpaste line extensions were introduced nationally, ARM &
HAMMER DENTAL CARE Sensitive Formula, ARM & HAMMER DENTAL CARE Extra-Whitening
and ARM & HAMMER DENTAL CARE Smooth Spearmint. In early 1998, the Company
introduced ARM & HAMMER DENTAL CARE Gum, a baking soda-based oral care product
that is available in three flavors. In early 1999, the Company introduced ARM &
HAMMER ADVANCE WHITE line of dentifrice for the whitening segment of the
toothpaste market and in late 1999 introduced ARM & HAMMER P.M., the first
toothpaste specifically formulated for nighttime oral care.
The Company markets and sells, ARM & HAMMER Deodorant Anti-Perspirant
with Baking Soda, and ARM & HAMMER Deodorant with Baking Soda. These products
are available in various scented and unscented stick, aerosol and roll-on forms,
including ARM & HAMMER Deodorant with Baking Soda in a wide solid stick and a
jumbo oval stick Deodorant Anti-Perspirant. In 1997, the Company launched
nationally ARM & HAMMER Aerosol Deodorant Anti-Perspirant.
In 1997, the Company acquired a group of five household cleaning brands
from The Dial Corporation. The brands acquired were BRILLO(R) Soap Pads and
other steel wool products, PARSONS(R) and BO-PEEP(R) Ammonia, CAMEO(R) Metal
Polish, RAIN DROPS(R) Water Softener and SNO BOL(R) Cleaners. In 1998, the
Company purchased from The Dial Corporation TOSS `N SOFT(R) Dryer Sheets. During
the fourth quarter of 1999, the Company entered the bathroom cleaner category
with the acquisition of two major brands, CLEAN SHOWER(R) and SCRUB FREE(R). As
part of the Scrub Free transaction, the Company also acquired the DELICARE(R)
fine fabric wash brand. The acquisition of these brands broadens the Company's
base of household cleaning products, and fits well within the Company's current
sales, marketing and distribution activities.
COMPETITION
The markets for retail consumer products are highly competitive. ARM &
HAMMER Baking Soda competes with generic and private label brands of grocery
chains. ARM & HAMMER DENTAL CARE dentifrice products, ARM & HAMMER Carpet
Deodorizer, ARM & HAMMER Deodorant Anti-Perspirant and ARM & HAMMER Deodorizing
Air Freshener compete with other nationally advertised brands, generally sold by
larger multi-national companies. ARM & HAMMER DENTAL CARE Gum, although an oral
care product, competes with other chewing gum brands which are promoted as good
for oral health.
The Company's laundry products, ARM & HAMMER Powder Laundry Detergent,
ARM & HAMMER Liquid Laundry Detergent, ARM & HAMMER Super Washing Soda, and ARM
& HAMMER FRESH & SOFT Dryer Sheets, all have small shares in large markets
competing generally against large multi-national consumer packaged goods
companies.
All of the Company's products are competitively priced and receive strong
support in the form of trade and/or consumer promotion. In addition, the Company
advertises certain products on national television.
DISTRIBUTION
The Company's consumer products are primarily marketed throughout the
United States and Canada and sold through supermarkets, mass merchandisers and
drugstores. The Company employs a sales force based regionally throughout the
United States. This sales force utilizes the services of independent food
brokers in each market. The Company's products are strategically located in
public warehouses and either picked up by customers or delivered by independent
trucking companies.
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SPECIALTY PRODUCTS
PRINCIPAL PRODUCTS
The Company's specialty products business primarily consists of the
manufacture, marketing and sale of sodium bicarbonate in a range of grades and
granulations for use in industrial and agricultural markets. In industrial
markets, sodium bicarbonate is used by other manufacturing companies as a
leavening agent for commercial baked goods, as an antacid in pharmaceuticals, as
a carbon dioxide release agent in fire extinguishers, and as an alkaline agent
in swimming pool chemicals, and as an agent in kidney dialysis. A special grade
of sodium bicarbonate, as well as sodium sesquicarbonate, is sold to the animal
feed market as a feed additive for use by dairymen as a buffer, or antacid, for
dairy cattle.
The Company markets and sells MEGALAC Rumen Bypass Fat, a nutritional
supplement made from natural oils, which allows cows to maintain energy levels
during the period of high-milk production, resulting in improved milk yields and
minimal weight loss. The product and the trademark MEGALAC are licensed under a
long-term license agreement from a British company, Volac Ltd.
In January 1999, the Company formed a joint venture with the Safety-Kleen
Corporation called the ArmaKleen Company. This joint venture will distribute
Church & Dwight's proprietary product line of aqueous cleaners along with the
Company's Armex Blast Media line which is designed for the removal of a wide
variety of surface coatings. During the first quarter of 1999, the Company sold
the equipment portion of the Armex blast cleaning business to U.S. Filter
Surface Preparation Group, Inc., a U.S. Filter Company.
The Company markets and sells ammonium bicarbonate and other specialty
chemicals to food and agricultural markets in Europe through its wholly-owned
British subsidiary Brotherton Speciality Products Ltd.
The Company and Occidental Petroleum Corporation are equal partners in a
joint venture named Armand Products Company, which produces and markets
potassium carbonate and potassium bicarbonate. Potassium chemicals are sold,
among others, to the glass industry for use in TV and computer monitor screens.
During 1997, the Company acquired a 40 percent equity interest in
QGN/Carbonor, a Brazilian bicarbonate/carbonate-related chemical company. The
Company exercised its option to increase its interest to 75 percent during the
second quarter of 1999.
COMPETITION
The sodium bicarbonate industry continues to be affected by competition
from domestic sodium bicarbonate producers and imports. In agricultural markets,
sodium bicarbonate also competes with several alternative buffer products. The
competitive level is substantial as competitors employ aggressive selling
techniques in the attempt to build their respective businesses. Furthermore,
another domestic producer of sodium bicarbonate is threatening to enter the
market in late 2000 or early 2001. Despite this intense competition, the
Company's business has remained essentially level.
The Company competes primarily on the basis of its product quality, grade
availability and reliability of supply from a two-plant manufacturing system.
Pricing is a major competitive factor for animal feed and other less specialized
grades of sodium bicarbonate.
The addition of a combined total of 75,000 tons of potassium carbonate
capacity by competitors, has intensified the competitive environment in the
potassium carbonate business, as the new entrants try to gain volume.
Additionally, a growing, worldwide over capacity in video glass production
results in extreme pressure on all raw materials sold to that industry,
including potassium carbonate.
DISTRIBUTION
The Company markets sodium bicarbonate and other chemicals to industrial
and agricultural customers throughout the United States and Canada. Distribution
is accomplished through regional sales offices and manufacturer's
representatives augmented by the sales personnel of independent distributors
throughout the country.
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RAW MATERIALS AND SOURCES OF SUPPLY
The Company manufactures sodium bicarbonate for both of its consumer and
industrial businesses at two of its plants located at Green River, Wyoming and
Old Fort, Ohio.
The production of sodium bicarbonate requires two basic raw materials,
soda ash and carbon dioxide. The primary source of soda ash used by the Company
is the mineral, trona, which is found in abundance in southwestern Wyoming, near
the Company's Green River plant. The Company had acquired a number of leases
allowing it to extract these trona deposits. In January 1999, the Company sold
most of these leases to Solvey Minerals, Inc. The Company will retain adequate
trona reserves to support the requirements of the sodium bicarbonate business
and may acquire other leases in the future as the need arises.
The Company is party to a partnership agreement with General Chemical
Corporation, which mines and processes certain trona reserves owned by each of
the two companies in Wyoming. Through the partnership and related supply and
services agreements, the Company obtains a substantial amount of its soda ash
requirements, enabling the Company to achieve some of the economies of an
integrated business capable of producing sodium bicarbonate and related products
from the basic raw material. The Company also has an agreement for the supply of
soda ash from another company.
The partnership agreement and other supply agreements between the
Company and General Chemical terminate upon two years notice by either company.
The Company believes that alternative sources of supply are available.
The Company obtains its supply of the second basic raw material, carbon
dioxide, in Green River and Old Fort, under long-term supply contracts. The
Company believes that its sources of carbon dioxide, and other raw and packaging
materials, are adequate.
The Company presently uses light soda ash in the manufacture of its ARM &
HAMMER Powder Laundry Detergent in its Syracuse, New York plant. Light soda ash
is obtained under a one-year supply agreement which is automatically renewable
on a year to year basis. This agreement terminates upon 90 day's written notice
by either company. At the Syracuse plant and the Green River, Wyoming plant, the
Company also produces laundry detergent powder employing a process utilizing raw
materials readily available from a number of sources. Therefore, the supply of
appropriate raw materials to manufacture this product is adequate. In January
1999, the Company announced it will concentrate all powder laundry detergent
production at Green River. This is expected to be completed during 2000.
During 1995, a liquid laundry detergent manufacturing line was
constructed in the Company's Syracuse, New York Plant. This line is capable of
producing virtually all of the Company's liquid laundry detergent requirements.
The Company, when necessary, will utilize a contract manufacturer to meet higher
demand. Prior to this, all of the Company's ARM & HAMMER Liquid Laundry
Detergent was contract manufactured. The BRILLO product line and the Company's
Dryer Sheets line are manufactured at the Company's London, Ohio plant, which
was acquired from The Dial Corporation. ARM & HAMMER DENTAL CARE Gum, PARSONS(R)
Ammonia, CAMEO(R) Metal Polish, RAIN DROPS(R) Water Softener, SNO BOL(R)
Cleaners, CLEAN SHOWER, SCRUB FREE and DELICARE, are contract manufactured for
the Company under various agreements. Alternative sources of supply are
available in case of disruption or termination of the agreements.
The main raw material used in the production of potassium carbonate is
liquid potassium hydroxide. Armand Products obtains its supply of liquid
potassium hydroxide under a long-term supply arrangement.
The ArmaKleen Company's industrial liquid cleaning products are
contracted manufactured.
PATENTS AND TRADEMARKS
The Company's ARM & HAMMER trademark is registered with the United States
Patent and Trademark Office and also with the trademark offices of many foreign
countries. It has been used by the Company since the late 1800's, and is a
valuable asset and important to the successful operation of the Company's
business.
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CUSTOMERS AND ORDER BACKLOG
A group of three Consumer Products customers accounted for approximately
20% of consolidated net sales in 1999, including a single customer which
accounted for approximately 12%. A group of three customers accounted for
approximately 16% of consolidated net sales in 1998 including a single customer
which accounted for approximately 11%. This group accounted for 16% in 1997.
The time between receipt of orders and shipment is generally
short, and as a result, backlog is not significant.
RESEARCH & DEVELOPMENT
The Company's Research and Development Department is engaged in work on
product development, process technology and basic research. During 1999,
$17,921,000 was spent on research activities as compared to $16,448,000 in 1998
and $15,841,000 in 1997.
ENVIRONMENT
The Company's operations are subject to federal, state and local
regulations governing air emissions, waste and steam discharges, and solid and
hazardous waste management activities. The Company endeavors to take actions
necessary to comply with such regulations. These steps include periodic
environmental audits of each Company facility. The audits, conducted by an
independent engineering concern with expertise in the area of environmental
compliance, include site visits at each location, as well as a review of
documentary information, to determine compliance with such federal, state and
local regulations. The Company believes that its compliance with existing
environmental regulations will not have any material adverse effect with regard
to the Company's capital expenditures, earnings or competitive position. No
material capital expenditures relating to environmental control are presently
anticipated.
EMPLOYEES
At December 31, 1999, the Company had 1,324 employees. The Company is
party to a labor contract with the United Steelworkers of America covering
approximately 129 hourly employees at its Syracuse, New York plant which
contract continues until June 30, 2001; and, with the United Industrial Workers
of North America at its London, Ohio plant which contract continues until
September 28, 2002. The Company believes that its relations with both its union
and non-union employees are satisfactory.
CLASSES OF SIMILAR PRODUCTS
The Company's operations constitute two operating segments. The table set
forth below shows the percentage of the Company's net sales contributed by each
group of similar products marketed by the Company during the period from January
1, 1995 through December 31, 1999.
% of Net Sales
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1999 1998 1997 1996 1995
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Consumer Products 80 82 80 79 78
Specialty Products 20 18 20 21 22
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ITEM 2. PROPERTIES.
The Company's executive offices and research and development facilities
are owned by the Company, subject to a New Jersey Industrial Revenue Bond, and
are located on 22 acres of land in Princeton, New Jersey, with approximately
72,000 square feet of office and laboratory space. In addition, the Company
leases space in two buildings adjacent to this facility which contain
approximately 90,000 square feet of office space. The Company also leases
regional sales offices in various locations throughout the United States.
At Syracuse, New York the Company owns a 16 acre site and plant which
includes a group of connected buildings containing approximately 270,000 square
feet of floor space. This plant is used primarily for the manufacture and
packaging of laundry detergents and cat litter. As previously mentioned, the
Company announced it will concentrate all powder laundry detergent production at
Green River. This will be completed during 2000.
The Company's plant in Green River, Wyoming is located on 112 acres of land
owned by the Company. The plant and related facilities contain approximately
273,000 square feet of floor space. The plant was constructed in 1968 and has
since been expanded to a current capacity of 200,000 tons of sodium bicarbonate
per year. This plant also manufactures powder laundry detergent and cat litter.
The Company's plant in Old Fort, Ohio is located on 75 acres of land
owned by the Company. The plant and related facilities contain approximately
208,000 square feet of floor space. The plant was completed in 1980 and has
since been expanded to a capacity of 280,000 tons of sodium bicarbonate per
year.
In 1998, the Company purchased from the Fluid Packaging Co., Inc., a
250,000 square foot manufacturing facility set on approximately 46 acres in
Lakewood, New Jersey. The plant currently manufactures and packages the ARM &
HAMMER Deodorant Anti-Perspirant product line. During 1999, the Company
relocated the dentifrice products manufacturing and packaging capabilities to
Lakewood from its Greenville, South Carolina, facility and started to
manufacture ARM & HAMMER Deodorizing Air Freshener and package ARM & HAMMER
Dental Care Gum.
The Company owns a facility in Greenville, South Carolina, which
manufactured and packaged its dentifrice products in a 117,000 square foot
building. The facility is located on 6 acres of land owned by the Company.
During 1999, the Company closed the facility, which is currently for sale.
During 1997, the Company acquired from The Dial Corporation a
manufacturing facility in London, Ohio. This facility contains approximately
141,000 square feet of floor space and is located on 6 acres of land. The
facility manufactures and packages BRILLO Soap Pads and ARM & HAMMER FRESH &
SOFT Dryer Sheets.
In Ontario, Canada, the Company owns a 26,000 square foot distribution
center which is used for the purpose of warehousing and distribution of products
sold into Canada. The principal office of the Canadian subsidiary is located in
leased offices in Toronto.
Brotherton Speciality Products Ltd. owns and operates a 71,000 square
foot manufacturing facility in Wakefield, England on about 7 acres of land.
In December 1998, the Company closed its Venezuela subsidiary, Industrias
Bicarbon De Venezuela S.A., after determining that marketing conditions could no
longer support it.
The Armand Products partnership, in which the Company has a 50% interest,
owns and operates a potassium carbonate manufacturing plant located in Muscle
Shoals, Alabama. This facility contains approximately 53,000 square feet of
space and has a capacity of 103,000 tons of potassium carbonate per year.
The Company believes that its manufacturing, distribution and office
facilities are adequate for the conduct of its business at the present time.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to claims and litigation in the ordinary course of
its business such as product liability claims, employment related matters and
general commercial disputes. The Company does not believe that any pending claim
or litigation will have a material adverse effect on the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security holders
during the last quarter of the year ended December 31, 1999.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is traded on the New York Stock Exchange
(symbol: "CHD"). Refer to Page 19 of the Annual Report which is incorporated
herein by reference. During 1999, there were no sales of unregistered
securities.
ITEM 6. SELECTED FINANCIAL DATA.
Refer to Page 14 of the Annual Report. The portion of the table on page
14 which includes information with respect to the years 1995 through 1999 is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Refer to Financial Review Pages 15-19 of the Annual Report which are
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Refer to Financial Review Pages 17-18 of the Annual Report which are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Refer to Pages 20-34 of the Annual Report which 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.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1999.
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ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS
The following financial statements are incorporated herein by reference
to the Annual Report:
Page of
Annual Report
-------------
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1999 20
Consolidated Balance Sheets as of December 31, 1999 and 1998 21
Consolidated Statements of Cash Flow for each of the three
years in the period ended December 31, 1999 22
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 1999 23
Notes to Financial Statements 24-34
Independent Auditors' Report 34
(a) 2. FINANCIAL STATEMENT SCHEDULE
Included in Part IV of this report:
Independent Auditors' Report on Schedule
For each of the three years in the period ended December 31, 1999:
Schedule II - Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.
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(a) 3. EXHIBITS
(3) (a) Restated Certificate of Incorporation including
amendments has previously been filed with the
Securities and Exchange Commission on the Company's
Form 10-K for the year ended December 31, 1989,
(Commission file no. 1-10585) which is incorporated
by reference.
(b) By-Laws have previously been filed with the
Securities and Exchange Commission on the Company's
Form 10-K for the year ended December 31, 1985,
(Commission file no. 1-10585) which is incorporated
herein by reference.
(4) The Company is party to a Loan Agreement dated May
31, 1991 with the New Jersey Economic Development
Authority. The principal amount of the loan
thereunder is less than ten percent of the Company's
consolidated assets. The Company will furnish a copy
of said agreement to the Commission upon request.
(10) (a) Supply Agreement between Church & Dwight Co., Inc.
and ALCAD Partnership for supply of soda ash. This
document is not attached hereto but has been
separately submitted to the Securities and Exchange
Commission which has approved the Company's
application under rule 24b-2 for privileged and
confidential treatment thereof.
COMPENSATION PLANS AND ARRANGEMENTS
(b) Indemnification Agreement for directors, and certain
officers, employees, agents and fiduciaries, which
was approved by stockholders at the Annual Meeting
of Stockholders on May 7, 1987, and was included in
the Company's definitive Proxy Statement dated April
6, 1987, (Commission file no. 1-10585) which is
incorporated herein by reference.
(c) Shareholder Rights Agreement dated August 27, 1999,
between Church & Dwight Co., Inc. and ChaseMellon
Shareholder Services, L.L.C., has been previously
filed on August 31, 1999 with the Securities and
Exchange Commission on the Company's Form 8-K,
(Commission file no. 1-10585) which is incorporated
herein by reference.
(d) The Company's 1983 Stock Option Plan, which was
approved by stockholders at the Annual Meeting of
Stockholders on May 5, 1983, and was included in the
Company's definitive Proxy Statement dated April 4,
1983, (Commission file no. 1-10585) which is
incorporated herein by reference.
(e) Restricted Stock Plan for Directors which was
approved by stockholders at the Annual Meeting of
Stockholders on May 7, 1987, and was included in the
Company's definitive Proxy Statement dated April 6,
1987, (Commission file no. 1-10585) which is
incorporated herein by reference.
(f) Church & Dwight Co., Inc. Executive Deferred
Compensation Plan, effective as of June 1, 1997,
(Commission file no. 1-10585) which is incorporated
herein by reference.
(g) Deferred Compensation Plan for Directors has
previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for
the year ended December 31, 1987, (Commission file
no. 1-10585) which is incorporated herein by
reference.
(h) Employment Service Agreement with Senior Management
of Church & Dwight Co., Inc. has previously been
filed with the Securities and Exchange Commission on
the Company's Form 10-K for the year ended December
31, 1990, (Commission file no. 1-10585) which is
incorporated herein by reference.
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(i) The Stock Option Plan for Directors which was
approved by stockholders in May 1991, authorized the
granting of options to non-employee directors. The
full text of the Church & Dwight Co., Inc. Stock
Option Plan for Directors was contained in the
definitive Proxy Statement filed with the Commission
on April 2, 1991, (Commission file no. 1-10585)
which is incorporated herein by reference.
(j) A description of the Company's Incentive
Compensation Plan has previously been filed with the
Securities and Exchange Commission on the Company's
Form 10-K for the year ended December 31, 1992,
(Commission file no. 1-10585) which is incorporated
herein by reference.
(k) Church & Dwight Co., Inc. Executive Stock Purchase
Plan has previously been filed with the Securities
and Exchange Commission on the Company's Form 10-K
for the year ended December 31, 1993, (Commission
file no. 1-10585) which is incorporated herein by
reference.
(l) The 1994 Incentive Stock Option Plan has previously
been filed with the Securities and Exchange
Commission on the Company's Form 10-K for the year
ended December 31, 1994, (Commission file no.
1-10585) which is incorporated herein by reference.
(m) The Compensation Plan for Directors, which was
approved by stockholders at the Annual Meeting of
Stockholders on May 9, 1996, and was included in the
Company's definitive Proxy Statement filed with the
Commission on April 1, 1996, (Commission file no.
1-10585) which is incorporated herein by reference.
*(11) Computation of earnings per share.
*(13) 1999 Annual Report to Stockholders. Except for portions of
said Annual Report expressly incorporated by reference
herein, said Annual Report is not deemed "filed herewith."
*(21) List of the Company's subsidiaries.
*(23) Consent of Independent Auditor.
*(27) Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31,1999.
Copies of exhibits will be made available upon request and for a
reasonable charge.
- --------------------------------------------------------------------------------
*filed herewith
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INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Princeton, New Jersey
We have audited the consolidated financial statements of Church & Dwight Co.,
Inc. and subsidiaries as of December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, and have issued our report
thereon dated January 26, 2000 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Company in 1998 changing its
method of accounting for internal-use software development costs as described in
Note 1). Such consolidated financial statements and report are included in your
1999 Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of Church &
Dwight Co., Inc. and subsidiaries, listed in Item 14. This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 26, 2000
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14
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
1999 1998 1997
----------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of year $1,579 $1,532 $1,478
----------------------------------------------------------
Additions:
Charged to expenses and costs 200 435 200
Acquisition of subsidiary 122 - -
----------------------------------------------------------
Deductions:
Amounts written off 348 387 145
Foreign currency translation adjustments 1 1 1
----------------------------------------------------------
349 388 146
----------------------------------------------------------
BALANCE AT END OF YEAR $1,552 $1,579 $1,532
----------------------------------------------------------
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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, on February 23, 2000.
CHURCH & DWIGHT CO., INC.
By: /s/ Robert A. Davies, III
-------------------------
Robert A. Davies, III
President and Chief Executive Officer
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.
/s/ Robert A. Davies, III President and February 23, 2000
- ------------------------- Chief Executive Officer
Robert A. Davies, III
/s/ Zvi Eiref Vice President Finance and February 23, 2000
- --------------------- Chief Financial Officer
Zvi Eiref (Principal Financial Officer)
/s/ Gary P. Halker Vice President, Controller and February 23, 2000
- ------------------ Chief Information Officer
Gary P. Halker (Principal Accounting Officer)
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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.
/s/ Cyril C. Baldwin, Jr. Director February 23, 2000
- ------------------------
Cyril C. Baldwin, Jr.
/s/ William R. Becklean Director February 23, 2000
- -----------------------
William R. Becklean
/s/ Robert H. Beeby Director February 23, 2000
- -------------------
Robert H. Beeby
/s/ Robert A. Davies, III Director February 23, 2000
- -------------------------
Robert A. Davies, III
/s/ Rosina B. Dixon, M.D. Director February 23, 2000
- -------------------------
Rosina B. Dixon, M.D.
/s/ J. Richard Leaman, Jr. Director February 23, 2000
- --------------------------
J. Richard Leaman, Jr.
/s/ Robert D. LeBlanc Director February 23, 2000
- ---------------------
Robert D. LeBlanc
/s/ John D. Leggett, III, Ph.D Director February 23, 2000
- ------------------------------
John D. Leggett, III, Ph.D.
/s/ John F. Maypole Director February 23, 2000
- -------------------
John F. Maypole
/s/ Robert A. McCabe Director February 23, 2000
- --------------------
Robert A. McCabe
/s/ Dwight C. Minton Chairman February 23, 2000
- --------------------
Dwight C. Minton
/s/ Burton B. Staniar Director February 23, 2000
- ---------------------
Burton B. Staniar
/s/ John O. Whitney Director February 23, 2000
- -------------------
John O. Whitney
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