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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 1-10585
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CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4996950
(State of incorporation) (I.R.S. Employer Identification No.)
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
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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Indicated 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 .
--- ---
Indicated 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 February 21, 1997, 19,496,259 shares of Common Stock held by
non-affiliates were outstanding with an aggregate market value of approximately
$539 million. The aggregate market value is based on the closing price of such
stock on the New York Stock Exchange on February 21, 1997.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS II AND IV Portions of registrant's 1996 Annual Report to
Stockholders.
PART III Portions of registrant's Notice of Annual Meeting
to be held on May 8, 1997 and Proxy Statement.
2
TABLE OF CONTENTS
PART I
ITEM PAGE
1. Business - 1 -
2. Properties - 6 -
3. Legal Proceedings - 6 -
4. Submission of Matters to a Vote of Security Holders - 6 -
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 - 7 -
12. Security Ownership of Certain Beneficial Owners and Management - 7 -
13. Certain Relationships and Related Transactions - 7 -
PART IV
14. Exhibits, Financial Statement Schedule and Reports on Form 8-K - 8 -
3
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), ARM & HAMMER Carpet Deodorizer, ARM &
HAMMER Deodorizing Air Freshener, ARM & HAMMER Powder and Liquid Laundry
Detergent 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. In 1996, consumer products represented 79% and specialty products 21% of
the Company's sales. The Company does approximately 95% of its business in the
U.S. and Canada.
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 brand, ARM & HAMMER Baking Soda remains the leading brand 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.
The Company's largest consumer business today 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.
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 market leaders. In
1993, ARM & HAMMER Powder Laundry Detergent was restaged with a new formulation
containing ACTIVATED BAKING SODA(TM). At the same time, the Company introduced
ARM & HAMMER Free Powder Laundry Detergent, a perfume- and dye-free formulation.
In the latter part of 1996, the Company reformulated and concentrated the
product. Similarly, a companion product, ARM & HAMMER Liquid Laundry Detergent,
was converted to a new concentrated formula in 1993, and is also available in
regular and perfume- and dye-free forms. In 1995, this product was reformulated
to a newer level of concentration and is still available in regular and perfume-
and dye-free forms.
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In 1992, the Company completed the national expansion of another laundry
product, ARM & HAMMER FRESH & SOFT(R) Dryer Sheets. This product stops static
cling, and softens and freshens clothes. ARM & HAMMER Super Washing Soda is
promoted as a detergent booster and bleach substitute.
ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild
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: 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;
and ARM & HAMMER DENTAL CARE Tartar Control Gel. Both the Toothpaste and Tooth
Powder have been in national distribution since 1988. ARM & HAMMER DENTAL CARE
Gel and ARM & HAMMER DENTAL CARE Tartar Control Formula were introduced in 1990
and 1991, respectively. ARM & HAMMER Tartar Control Gel was launched nationally
in 1992. In 1994, ARM & HAMMER PEROXICARE(R), a baking soda and peroxide
toothpaste was introduced nationally. Tartar Control PEROXICARE was introduced
in 1995. 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 1994, the Company launched nationally a new personal care product, ARM &
HAMMER Deodorant Anti-Perspirant with Baking Soda. This new product is available
in scented and unscented stick and roll-on forms. During the first quarter of
1996, the Company introduced nationally two line extensions; ARM & HAMMER
Deodorant with Baking Soda in a Wide Solid stick and a Jumbo Oval stick
Deodorant Anti-Perspirant.
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 products, ARM & HAMMER Carpet Deodorizer, ARM &
HAMMER Deodorant Anti-Perspirant and ARM & HAMMER Deodorizing Air Freshener
compete with other nationally advertised brands.
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
dominated by major consumer packaged goods companies.
All of the Company's products are competitively priced and receive strong
support in the form of trade and 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 regional sales force which operates primarily
through independent food brokers in each market. The products are stored in
public warehouses and either picked up by customers or distributed by
independent trucking companies.
SPECIALTY PRODUCTS
PRINCIPAL PRODUCTS
The Company's specialty products business primarily consists of the
manufacture 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 as a leavening agent for commercial baked goods, an antacid
in pharmaceuticals, a carbon dioxide release agent in fire extinguishers, and as
an alkaline agent in swimming pool chemicals, detergents and various textile and
tanning applications. A special grade of sodium bicarbonate, as well as sodium
sesquicarbonate, is sold to the animal feed market for use as a buffer, or
antacid, for dairy cattle.
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During 1994, the Company increased its ownership position in Brotherton
Chemicals Ltd., a British producer of ammonium bicarbonate and other chemicals
sold to the food and agricultural markets, from 95% to 100%.
MEGALAC Rumen Bypass Fat is 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 from a British company, Volac
Ltd.
ARMEX Blast Media is a small but developing product line of formulations
designed for the removal of a wide variety of surface coatings. This product
which is used in conjunction with the Company's ACCUSTRIP SYSTEM(TM) Delivery
Device provides an environmentally safe alternative to existing processes such
as sand blasting and chemical stripping.
In 1986, the Company along with a subsidiary of Occidental Petroleum
Corporation formed Armand Products Company, an equally owned joint venture
partnership that produces and markets potassium carbonate and potassium
bicarbonate. Potassium chemicals have some characteristics akin to the Company's
existing product line, and the Company hopes to develop new applications in much
the same way it broadened the uses of sodium bicarbonate.
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.
During 1992, the structure of the sodium bicarbonate industry changed as two
competitors merged and closed one production site in the process. North American
Chemicals continues to gain penetration in the sodium bicarbonate market with
nahcolite, a naturally-occurring form of low-grade sodium bicarbonate. The
Company's position in this market has essentially remained the same despite
these adverse conditions.
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.
In 1994, two competitors added a combined total of 50,000 tons of potassium
carbonate capacity, thus ending Armand Products position as the sole North
American producer of potassium carbonate. A third competitor, with a capacity of
25,000 tons, started production late in 1995. These events have been anticipated
for some time, but it is impossible to predict the extent to which these
developments will impact this business long-term.
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.
-3-
6
RAW MATERIALS AND SOURCES OF SUPPLY
The Company manufactures sodium bicarbonate for its consumer and industrial
markets at its two 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 has acquired a number of leases
allowing it to extract these trona deposits.
The Company is party to a partnership agreement with General Chemical
Corporation who mines and processes certain trona reserves owned by each of the
two companies in Wyoming. Through the partnership and related 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 long term supply of trona from another
company.
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 one year'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.
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.
During 1995, a liquid laundry detergent manufacturing line was constructed
in the Company's Syracuse, New York Plant. This line is capable of producing all
of the Company's liquid laundry detergent requirements. Prior to this, all of
the Company's ARM & HAMMER Liquid Laundry Detergent was contract manufactured.
ARM & HAMMER FRESH & SOFT Dryer Sheets, ARM & HAMMER Deodorizing Air Freshener,
ARM & HAMMER Deodorant Anti-Perspirant and the Company's industrial liquid
cleaning products 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.
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.
SEASONALITY
It appears that the Company's sales are principally affected by marketing
and promotion activities rather than seasonal factors.
-4-
7
CUSTOMERS AND ORDER BACKLOG
Although no single customer accounted for 10% or more of consolidated net
sales, a group of three customers accounted for approximately 14% of
consolidated net sales in 1996.
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 1996,
$17,823,000 was spent on research activities as compared to $18,544,000 in 1995
and $20,594,000 in 1994.
ENVIRONMENT
Similar to other manufacturers, 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
continues to take all steps required to comply with such regulations. These
steps include cyclical 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 existing
promulgated 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
anticipated.
EMPLOYEES
At December 31, 1996 , the Company had 937 employees. The Company is party
to a labor contract with the United Steelworkers of America covering
approximately one hundred hourly employees at its Syracuse, New York plant which
continues until July 1, 1997. Labor relations have been good.
LINES OF BUSINESS AND CLASSES OF PRODUCTS
The Company's operations constitute one business segment. The chart set forth
below shows the percentage of the Company's net sales contributed by each group
of products marketed by the Company during the period from January 1, 1992
through December 31, 1996.
% of Net Sales
--------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Consumer Products 79 78 80 81 82
Specialty Products 21 22 20 19 18
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ITEM 2. PROPERTIES
The executive offices and research and development facilities are owned by
the Company 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 on which a group of
connected buildings containing approximately 270,000 square feet of floor space
are located. This plant is used primarily for the manufacture and packaging of
consumer products. Adjacent to this, the Company also owns a one acre site where
it manufactured ammonium bicarbonate in a 14,000 square foot building. During
1996, the Company ceased production of ammonium bicarbonate and imported its
requirements from its Brotherton Chemicals Ltd. U.K. subsidiary and other
manufacturers.
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 190,000 tons of sodium bicarbonate
per year.
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 240,000 tons of sodium bicarbonate per year. The last
expansion was completed in 1995.
The Company maintains an operating facility in Taylors, South Carolina, for
the manufacturing and packaging of its dentifrice products in a 117,000 square
foot building. The facility is located on 6 acres of land owned by the Company.
In Ontario, Canada, the Company owns a 26,000 square foot distribution
center which was previously the site of a packaging plant servicing Canadian
markets. In 1994, the manufacturing activities were transferred to the Company's
United States facilities. The principal office of the Canadian subsidiary (which
is leased) is located in Toronto.
Brotherton Chemicals Ltd. operates a 71,000 square foot manufacturing
facility in Wakefield, England on about 7 acres of land.
The Company's Venezuela subsidiary, Industrias Bicarbon De Venezuela S.A.,
recently completed construction of a new 11,000 ton sodium bicarbonate plant.
The plant became operational in mid 1995.
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
floor space and has a capacity of 103,000 tons of potassium carbonate per year.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to claims and litigation in the ordinary course of
its business, but does not believe that any such 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, 1996.
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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 18 of the Annual Report which is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Refer to Page 14 of the Annual Report which, in so far as the data for the
years 1992 through 1996 are concerned, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Refer to Financial Review Pages 15-18 of the Annual Report which are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to Pages 19-33 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
This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1996, which proxy
statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1996, which proxy
statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1996, which proxy
statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1996, which proxy
statement is incorporated herein by reference.
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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 to Security Holders:
Page of
Annual Report
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1996 19
Consolidated Balance Sheets as of December 31, 1995 and 1996 20
Consolidated Statements of Cash Flow for each of the three
years in the period ended December 31, 1996 21
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 1996 22
Notes to Financial Statements 23-33
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, 1996:
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, 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, 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
which is incorporated herein by reference.
(c) Stockholder Rights Agreement dated April 27, 1989, between
Church & Dwight Co., Inc. and Chase Bank, formerly
Chemical Bank, formerly Manufacturers Hanover Trust
Company, has been previously filed on April 28, 1989 with
the Securities and Exchange Commission on the Company's
Form 8-K, 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 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 which is incorporated
herein by reference.
(f) Church & Dwight Co., Inc. Deferred Compensation Plan and
Agreement for Officers Amended and Restated as of January
1, 1988 has previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1987, 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, 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, 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 and 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, 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, 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,
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, which is incorporated herein by reference.
(11) Computation of earnings per share.
(13) 1996 Annual Report to Stockholders.
(21) List of the Company's subsidiaries.
(23) Consent of Independent Auditor.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31,1996.
Copies of exhibits will be made available upon request and for a
reasonable charge.
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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, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, and have issued our report
thereon dated January 22, 1997; such consolidated financial statements and
report are included in your 1996 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 22, 1997
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14
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
1996 1995 1994
--------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of year $1,304 $ 912 $ 752
--------------------------------
Additions:
Charged to expenses and costs 401 478 700
--------------------------------
Deductions:
Amounts written off 227 86 539
Foreign currency translation adjustments -- -- 1
--------------------------------
227 86 540
--------------------------------
BALANCE AT END OF YEAR $1,478 $1,304 $ 912
--------------------------------
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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 25, 1997.
CHURCH & DWIGHT CO., INC.
By: /s/ Robert A. Davies, III
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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 25, 1997
- ----------------------------- Chief Executive Officer
Robert A. Davies, III
/s/ Zvi Eiref Vice President Finance and February 25, 1997
- ----------------------------- Chief Financial Officer
Zvi Eiref (Principal Financial Officer)
/s/ Gary P. Halker Vice President, Controller and February 25, 1997
- ----------------------------- Chief Information Officer
Gary P. Halker (Principal Accounting Officer)
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16
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 25, 1997
- ------------------------
Cyril C. Baldwin, Jr.
/s/ William R. Becklean Director February 25, 1997
- -----------------------
William R. Becklean
/s/ Robert H. Beeby Director February 25, 1997
- -------------------
Robert H. Beeby
/s/ Robert A. Davies, III Director February 25, 1997
- -------------------------
Robert A. Davies, III
/s/ Rosina B. Dixon, M.D. Director February 25, 1997
- -------------------------
Rosina B. Dixon, M.D.
/s/ J. Richard Leaman, Jr. Director February 25, 1997
- --------------------------
J. Richard Leaman, Jr.
/s/ John D. Leggett, III, Ph.D Director February 25, 1997
- ------------------------------
John D. Leggett, III, Ph.D.
/s/ Robert A. McCabe Director February 25, 1997
- --------------------
Robert A. McCabe
/s/ Dwight C. Minton Chairman February 25, 1997
- --------------------
Dwight C. Minton
/s/ Dean P. Phypers Director February 25, 1997
- -------------------
Dean P. Phypers
/s/ Jarvis J. Slade Director February 25, 1997
- -------------------
Jarvis J. Slade
/s/ John O. Whitney Director February 25, 1997
- -------------------
John O. Whitney
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EXHIBIT INDEX
Item No. Description
- -------- -----------
(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, 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, 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
which is incorporated herein by reference.
(c) Stockholder Rights Agreement dated April 27, 1989, between
Church & Dwight Co., Inc. and Chase Bank, formerly
Chemical Bank, formerly Manufacturers Hanover Trust
Company, has been previously filed on April 28, 1989 with
the Securities and Exchange Commission on the Company's
Form 8-K, 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 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 which is incorporated
herein by reference.
(f) Church & Dwight Co., Inc. Deferred Compensation Plan and
Agreement for Officers Amended and Restated as of January
1, 1988 has previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1987, 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, 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, which is
incorporated herein by reference.
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EXHIBIT INDEX
Item No. Description
- -------- -----------
(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 and 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, 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, 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,
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, which is incorporated herein by reference.
(11) Computation of earnings per share.
(13) 1996 Annual Report to Stockholders.
(21) List of the Company's subsidiaries.
(23) Consent of Independent Auditor.