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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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, 2000
Commission file number 1-6450
GREAT LAKES CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1765035
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 East 96th Street,
Suite 500
Indianapolis, IN 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 317-715-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common stock, $1.00 par value New York Stock Exchange
Common Stock Purchase Rights Pacific Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the 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. [ ]
As of March 5, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $1,688,229,564.
As of March 5, 2001, 50,274,853 shares of the registrant's stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Form 10-K Reference
- ----------------------------------- -------------------
Portions of the 2000 Annual Report to Part I, Item 1; Part II; and
Stockholders Part IV, Items 14(a)(1) and (2).
Portions of Proxy Statement for 2001 Part III.
Annual Meeting of Stockholders
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PART I
Item 1. BUSINESS
GENERAL
Great Lakes Chemical Corporation is a Delaware corporation incorporated in 1933
having its principal executive offices at 500 East 96th Street, Suite 500,
Indianapolis, Indiana 46240. As used in this report, except where otherwise
stated or indicated by the context, "Great Lakes" or "the Company" means Great
Lakes Chemical Corporation and its consolidated subsidiaries.
Great Lakes is a customer-focused supplier of innovative specialty chemical
solutions. The Company serves customers and markets through a global network of
integrated sales, production, research, technical service and distribution
facilities. The Company is organized into four global business units:
POLYMER ADDITIVES - The Polymer Additives business unit is a leading developer,
producer and marketer of bromine-, phosphorus-, and antimony-based flame
retardants and value-added antioxidants; UV light stabilizers; performance
additives and fluids; and optical monomers. This business unit integrates these
compounds into customer solutions that resist ignition and ensure the stability
of products during processing or while in use.
PERFORMANCE CHEMICALS - The Performance Chemicals business unit is a collection
of individual businesses that apply their expertise in complex chemical
synthesis, process development, manufacturing and toxicological testing to meet
highly specific requirements for pharmaceutical, agrochemical and a wide range
of industrial chemical applications.
WATER TREATMENT - The Water Treatment business unit is the world's premier
formulator of water treatment biocides and related specialty chemicals that make
water better. This business unit extends innovative recreational water treatment
products across the value chain to mass merchants, wholesale distributors,
specialty store owners and retail customers. Its bromine-based biocides and
proprietary polymer-based antiscalants and corrosion inhibitors target
industrial customers in the global cooling process, wastewater, paper and
desalination industries.
ENERGY SERVICES AND PRODUCTS (OSCA) - OSCA provides specialized oil and gas well
completion fluids, completion services and downhole completion tools to major
oil companies and independent exploration and production companies, primarily in
the Gulf of Mexico and in select international markets. Effective June 15, 2000,
OSCA completed an initial public offering of its Class A common stock. Great
Lakes sold approximately 40% of its ownership in OSCA's outstanding common
stock. Great Lakes retained approximately 94% of the combined voting power of
OSCA's outstanding voting stock through its ownership of all of the outstanding
Class B shares, which have disproportionate voting rights.
Incorporated by Reference From:
a) General Development of Business 2000 Annual Report to Stockholders, pages
12-13 and 28; Management's Discussion and
Analysis on pages 19-27; and Notes 2, 3
and 4 to consolidated financial
statements on pages 34-38.
b) Financial Information about 2000 Annual Report to Stockholders pages
Industry Segments 14-17 and pages 42-43.
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c) Narrative Description of Business 2000 Annual Report to Stockholders, pages
14-17 and pages 19-27.
PRODUCTS AND SERVICES
The following is a list of the principal products and services, markets and
production facilities of the Company:
POLYMER ADDITIVES
PRODUCTS & SERVICES PRINCIPAL MARKETS PRODUCTION FACILITIES
- ------------------- ----------------- ---------------------
FLAME RETARDANTS
Bromine-, phosphorus- Computer and Business Equipment, El Dorado, AR; Newport, TN;
and antimony-based flame Consumer Electronics, Textiles, Nitro, WV; Reynosa, Mexico;
retardants Automotive and Construction Aycliffe, UK; Trafford Park, UK
POLYMER STABILIZERS
Antioxidants, UV absorbers, Computer and Business Equipment, Newport, TN; Catenoy, France;
light stabilizers and Appliances, Packaging, Textiles, Persan, France; Waldkraiburg,
optical monomers Construction, Automotive and Germany; Pedrengo, Italy;
Optical Lenses Ravenna, Italy; Pyongtaek, Korea
PERFORMANCE CHEMICALS
PRODUCTS & SERVICES PRINCIPAL MARKETS PRODUCTION FACILITIES
- ------------------- ----------------- ---------------------
AGRICULTURAL PRODUCTS
Methyl bromide Soil Crop and Structural Pest El Dorado, AR
Control
BROMINE INTERMEDIATES
Bromine, bromine derivatives Electronics; Photographic Papers El Dorado, AR; Amlwch, UK
and bromine-based specialty and Films; and Rubber Compounds
chemicals
FLUORINE CHEMISTRY
Fire extinguishing agent Telecommunications, Information El Dorado, AR
FM-200(R), Organo-fluorine Technology, Electronics and
compounds, fluorinated Chemical Industries
intermediates
FINE CHEMICALS
Specialty and fine chemical Pharmaceutical and Agrochemical Newport, TN; Konstanz, Germany;
intermediates Industry Halebank, UK; Holywell, UK
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PERFORMANCE CHEMICALS (CONTINUED)
PRODUCTS & SERVICES PRINCIPAL MARKETS PRODUCTION FACILITIES
- ------------------- ----------------- ---------------------
TOXICOLOGICAL SERVICES
All phases of nonclinical Pharmaceutical, Chemical and Ashland, OH
toxicological testing and Biotechnology Industries
bioanalytical services;
Design of specialized
toxicological, metabolic
and analytical chemistry
programs
WATER TREATMENT
PRODUCTS & SERVICES PRINCIPAL MARKETS PRODUCTION FACILITIES
- ------------------- ----------------- ---------------------
RECREATIONAL
Water sanitizers - Pool and Spa Dealers and Conyers, GA; Lake Charles, LA;
BioGuard(R), OMNI(R), Distributors, Mass Market Adrian, MI; Melbourne, Australia;
Guardex(R), Pool Time(R), Retailers, Pool Service and Toronto, Canada; Mundolsheim, France;
Vantage(R), AquaBrom(R), Construction Companies Barbera Del Valles, Spain; Kyalami,
Bayrol(R), Hydrotech(R), South Africa; Andoversford, UK
AquaClear(R), Sun(R),
Algicides, oxidizers, PH
balancers, mineral
balancers and specialty
chemicals
COMMERCIAL & SPECIALTIES
Antiscalants, biocides, Industrial Cooling Water Adrian, MI; El Dorado, AR;
corrosion inhibitors, Treatment, Industrial and Conyers, GA; Trafford Park, UK
dispersants, antifoams, Municipal Wastewater Treatment,
hydantoin derivatives, Municipal Desalination, Pulp and
formulated oxidizers Paper Manufacturing, Food
and biocide dispensing Preservative Intermediates and
equipment Processing, Home Care
ENERGY SERVICES AND PRODUCTS
PRODUCTS & SERVICES PRINCIPAL MARKETS PRODUCTION FACILITIES
- ------------------- ----------------- ---------------------
Completion products and Worldwide Oil and Gas Industry Geismer, LA; Mansfield, TX
services, including
reservoir analysis,
solids-free fluids, sand
control, filtration,
downhole tools, stimulation
and marine well services
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RAW MATERIALS
The sources of essential raw materials for bromine are the brine from
Company-owned wells in Arkansas and a sea water extraction plant in Europe. The
Arkansas properties are located atop the Smackover lime deposits, which
constitute a vast underground sea of bromine-rich brine. The area between El
Dorado and Magnolia, Arkansas, (located about 35 miles west of El Dorado)
provides the best known geological location for bromine production in the United
States and both major domestic bromine manufacturers are located there. Based on
projected production rates, the Company's brine reserves are estimated to be
adequate for the foreseeable future.
Other raw materials used in the business are obtained from outside suppliers
through purchase agreements. The cost of raw materials is generally based on
market prices, although risk management tools may be utilized, as appropriate,
to mitigate short-term market price fluctuations. Other raw materials purchased
include chlorine, caustic, hexafluoropropene, phenol bisphenol A and antimony
oxide.
The Company has multiple suppliers for most key raw materials and uses quality
raw materials management principles, such as the establishment of long-term
relationships with suppliers and ongoing performance assessment and
benchmarking, as part of the total supplier selection process. In addition, the
Company uses electricity and natural gas to meet its energy needs.
INTERNATIONAL OPERATIONS
Great Lakes has a significant presence in foreign markets, principally Western
Europe and Asia. Approximately one-third of the Company's assets and sales are
outside the United States. The geographic segment data contained in Note 15:
"Segment Information" of the Notes to Consolidated Financial Statements on page
42 and 43 of the 2000 Annual Report to Stockholders is incorporated herein by
reference.
CUSTOMERS AND DISTRIBUTION
During the last three years, no single customer accounted for more than 10% of
Great Lakes' total consolidated sales. The Company has no material contracts or
subcontracts with government agencies. A major portion of the Company's sales
are sold to industrial or commercial users for use in the production of other
products. Some products, such as recreational water treatment chemicals and
supplies, are sold to a large number of retail pool stores, mass merchandisers
and distributors. Some export sales are marketed through distributors and
brokers.
The Company's business does not normally reflect any material backlog of orders
at year-end.
COMPETITION
Great Lakes is in competition with businesses producing the same or similar
products as well as businesses producing products intended for similar use.
There is one other major bromine producer in the United States which competes
with the Company in varying degrees, depending on the product involved, with
respect to the sale of bromine and bromine derivatives. There is also one major
overseas manufacturer of bromine and brominated products which competes with the
Company in the United States and elsewhere. There are several small producers in
the United States and overseas which are competitors in several individual
products. In addition, there are numerous manufacturers of alternatives to Great
Lakes' products that compete with the Company's products. In Polymer
Stabilizers, the Company competes with a significantly larger supplier across
this entire product line and with a number of smaller companies in individual
product areas. The Company competes with several manufacturers and distributors
of swimming pool and spa chemicals.
Principal methods of competition are price, product quality and purity,
technical services and the ability to deliver promptly. The Company is able to
move quickly in providing new products to meet identified
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market demands, and believes its production costs are among the lowest in the
world. Management believes these factors, combined with high technical skills,
allow the Company to compete effectively.
SEASONALITY AND WORKING CAPITAL
The products which the Company sells to the agricultural and swimming pool
industries exhibit some seasonality which is reflected in relatively higher
sales and profits in the first half of each year. Seasonality results in the
need to build inventories for rapid delivery at certain times of the year. The
pool product season is strongest during the first six months, requiring a
build-up of inventory at the beginning of the year. Except for certain
arrangements with distributors and dealers of swimming pool and spa products,
customers are not permitted to return unsold material at the end of a season.
Extended credit terms are granted only in cases where the Company chooses to do
so to meet competition.
The effect of the above items on working capital requirements is not material.
RESEARCH AND DEVELOPMENT AND PATENTS
The Company holds various patents and trademarks covering a number of its
products and processes. While the Company believes these patents and trademarks
offer significant commercial benefits, the Company's management does not believe
any individual patent or trademark is of material importance to the Company's
business as a whole or that the success of the Company's business is dependent
upon its portfolio of patents and trademarks.
Research and development expenditures are described in Note 14, "Research and
Development Expenses" of the Notes to Consolidated Financial Statements on page
42 of the 2000 Annual Report to Stockholders, which is incorporated herein by
reference.
ENVIRONMENTAL
The Company's operations are subject to various laws and regulations relating to
maintaining or protecting the quality of the environment. Information regarding
environmental compliance and contingencies is set forth under the
"Environmental" caption in "Management's Discussion and Analysis of Financial
Condition and Results of Operations on pages 26 and 27 of the 2000 Annual Report
to Stockholders, and in Note 18 Commitments and Contingencies on page 44 of the
2000 Annual Report to Stockholders, which is incorporated herein by reference.
EMPLOYEES
The Company currently employs approximately 5,148 people, 40% of which are
employed outside the United States. Approximately 370 employees in the United
States are represented by collective bargaining agreements. In 2002, two of
the Company's four collective bargaining agreements will expire, covering
approximately 200 employees. The Company maintains good employee relations and
has successfully concluded its most recent labor negotiations without a work
stoppage. The Company, however, cannot predict the outcome of future contract
negotiations.
BUSINESS RISKS
Great Lakes Chemical Corporation is including the following cautionary statement
in this Annual Report on Form 10-K to make applicable and take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
with respect to any forward-looking statement made by, or on behalf of, the
Company. Forward-looking statements generally may be identified by words such as
"believes," "expects," "intends," "may," "will likely result," "estimates,"
"anticipates," "should," and other similar expressions, or the negative of such
words or expressions. The factors identified in this cautionary statement are
important factors (but do not necessarily constitute all important factors) that
could cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company.
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Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such forward-looking statement, the Company cautions that,
while it believes such assumptions or bases to be reasonable and makes them in
good faith, assumed facts or bases almost always vary from actual results, and
the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company, or its management, expresses an expectation or belief as
to future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.
Taking into account the foregoing, certain factors, including but not limited
to, those listed below may cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the
Company.
- Economic factors over which the Company has no control, including
changes in inflation, tax rates, interest rates and foreign currency
exchange rates.
- Competitive factors such as pricing pressures on key products and the
cost and availability of key raw materials.
- Governmental factors including laws and regulations and judicial
decisions related to the production or use of key products such as
bromine and bromine derivatives.
- The difficulties and uncertainties inherent in new product
development. New product candidates that appear promising in
development may fail to reach the market because of safety concerns,
inability to obtain necessary regulatory approvals, difficulty or
excessive costs to manufacture, or infringements of the patents or
intellectual property rights of others.
- Legal factors, including unanticipated litigation of product liability
claims, antitrust litigation, environmental matters or patent disputes
with competitors, which could preclude commercialization of products
or negatively affect the profitability of existing products.
- Inability to obtain existing levels of product liability insurance or
denial of insurance coverage following a major product liability
claim.
- Changes in tax laws, including future changes in tax laws related to
the remittance of foreign earnings or investments in foreign countries
with favorable tax rates.
- Changes in accounting standards promulgated by the Financial
Accounting Standards Board; the Securities and Exchange Commission; or
the American Institute of Certified Public Accountants, which are
adverse to the Company.
- Internal factors such as changes in business strategies and the impact
of cost control efforts and business combinations.
- Loss of brine leases or inability to produce the bromide ion in
required quantities due to depletion of resources or other causes
beyond the Company's control.
Item 2. PROPERTIES
The Company leases its principal executive offices in Indianapolis, Indiana, and
owns its principal corporate facility in West Lafayette, Indiana. The Company
operates 28 production facilities in 12 countries. The Company has distribution
facilities at all of its plant sites. Listed under "Item 1. Business" above in
the table captioned "Products and Services" are the production facilities by
business unit. The Company's principal research facilities are in Mt. Prospect,
IL; West Lafayette, IN; Decatur, GA; Lafayette, LA; and Trafford Park, UK. Most
principal locations are owned.
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In addition, the Company owns or leases warehouses, distribution centers and
space for administrative and sales offices throughout the world. All of the
Company's facilities are in good repair; suitable for the Company's businesses;
and have sufficient capacity to meet present market demands at an efficient
operating level.
Item 3. LEGAL PROCEEDINGS
The Company has been cooperating with the United States Department of Justice
(DOJ) and the European Commission since the spring of 1998 in their respective
investigations of the bromine and brominated products industry. Both
investigations were initiated after the Company self-reported to those agencies
certain business practices that raised questions under antitrust laws. As a
result of the Company's cooperation, the Company and its current directors and
employees have been accepted into the DOJ's amnesty program. As a result, the
Company will be exempt from United States federal criminal prosecution and
fines relating to the practices in question if the Company complies with
certain conditions, including its full cooperation with the DOJ's investigation
and policy regarding reasonable remedial efforts. Concurrently, the Company is
seeking favorable treatment under a program in the European Union that also
rewards self-reporting and cooperation.
The Company believes it has fully complied with all applicable conditions to
date and has continued to cooperate with the DOJ in connection with certain
follow-up matters arising out of the investigation, all of which are covered by
the Company's acceptance into the amnesty program. The Company intends to
continue full compliance with the DOJ and European Union programs.
Participation in the above programs does not provide the Company with immunity
from civil liability, including restitution claims. To date, 10 federal
purported class action lawsuits and five California purported class actions
have been filed against the Company, each claiming treble damages. These suits
claim, among other things, that the Company conspired with others in violation
of antitrust laws regarding the pricing of bromine and brominated products. The
federal lawsuits have been consolidated in the District Court for the Southern
District of Indiana. The plaintiffs have filed a motion to certify a class of
purchasers of three particular brominated products, and the Company has opposed
the motion. A ruling on the class certification is expected later this year.
The California cases have been stayed pending resolution of the federal cases.
West Lafayette Corporation, a wholly-owned subsidiary of the Company, is a
defendant in a judicial proceeding filed on August 30, 2000, by the State of
Illinois in the Circuit Court of Illinois. The State is seeking penalties based
on alleged failure to maintain air emission permits required by the State of
Illinois and Federal law. The Company is currently investigating the issue and
has neither agreed to nor denied the allegations. However, it is the opinion of
the Company's management that the liability if any, associated with such
allegations, will not have a material adverse effect on the Company.
There are also various other lawsuits and claims, other than those mentioned
above, pending against the Company and certain of its consolidated subsidiaries.
While it is not possible to predict or determine the outcome of legal actions
brought against the Company or the ultimate cost of these actions, the Company
believes the costs associated with all such actions in the aggregate will not
have a material adverse effect on its consolidated financial position, liquidity
or results of operations. Furthermore, no director, officer or affiliate of the
Company, or any associate of any director or officer is involved, or has a
material interest in, any proceeding which would have a material adverse effect
on the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the quarter ended
December 31, 2000.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 5, 2001, there were approximately 2,501 stockholders of record of
the Company's Common Stock. Additional information regarding the recent price
and dividend history of the Company's Common Stock is set forth under the
captions "Stock Price Data" and "Cash Dividends Paid Per Share" on page 45 of
the 2000 Annual Report to Stockholders. This information is incorporated herein
by reference.
Item 6. SELECTED FINANCIAL DATA
The selected financial data for the Company for each of the last five years is
set forth under the caption "Financial Review" on page 18 of the 2000 Annual
Report to Stockholders and is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 19 through
27 of the 2000 Annual Report to Stockholders is incorporated herein by
reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk information is set forth under the "Market Risks" caption of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 26 of the 2000 Annual Report to Stockholders, which is
incorporated herein by reference.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company and its subsidiaries,
listed in Item 14(a)(1) and included in the Company's 2000 Annual Report to
Stockholders on pages 29-32 (Consolidated Statements of Income, Consolidated
Balance Sheets, Consolidated Statements of Cash Flows and Consolidated
Statements of Stockholders' Equity), and pages 33-44 (Notes to Consolidated
Financial Statements) and the Report of Independent Auditors set forth in the
Company's 2000 Annual Report to Stockholders on page 28, are incorporated herein
by reference.
Information on quarterly results of operations, set forth in the Company's 2000
Annual Report to Stockholders under "Quarterly Results of Operations"
(unaudited), at page 45, is 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 regarding directors of the Company is contained under the headings
"Proposal One: Election of Directors" in the Proxy Statement for the Company's
Annual Meeting of Stockholders to be held on May 3, 2001, which is to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A of the
Securities Exchange Act of 1934. This information is incorporated herein by
reference.
The executive officers of the Company are as follows:
Officer
Name and Age Office Since
- ------------ ------ -----
Mark P. Bulriss, 49 Chairman, President and CEO. Mr. Bulriss was 1998
named president and chief executive officer of
the Company on April 1, 1998, and became
chairman on May 4, 2000. He also serves as
chairman of OSCA, Inc. Prior to joining Great
Lakes Chemical Corporation, Mr. Bulriss served
as president of AlliedSignal Polymers, a $2.1
billion business unit of AlliedSignal Inc. that
manufactures polymers and markets nylon,
technical fibers, plastics, film and chemical
intermediates. Before being named president of
its polymers unit, Mr. Bulriss served as
president of AlliedSignal Inc.'s electronic
materials business. His 24-year career in
chemicals and plastics also includes 16 years
with GE Plastics, a division of the General
Electric Corporation. Mr. Bulriss currently
serves as a director of the American Chemistry
Council. Mr. Bulriss received a B.S. degree in
Chemical Engineering from Clarkson University.
Larry J. Bloom, 52 Executive Vice President and President of Water 2000
Treatment. Mr. Bloom assumed the position of
Executive Vice President of the Company in 2000.
Mr. Bloom joined Great Lakes in 1990 as a result
of the acquisition by Great
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Lakes of BioLab, Inc., where he has served as
President since 1987. From 1970 to 1987, he held
various sales, marketing and technical positions
with BioLab, Inc. Mr. Bloom is a graduate of
Georgia Institute of Technology, receiving a B.S.
degree in Chemical Engineering.
Louis M. Maresca, 49 Executive Vice President and President of 1998
Performance Chemicals. Dr. Maresca joined the
Company in August 1998. From 1991 to 1998 he was
with The Geon Company where he served as vice
president and general manager of the resins
business. Prior to 1991 he held technology and
general management positions with Union Carbide
Corporation and GE Plastics. Dr. Maresca holds a
Ph. D. in organic chemistry from Columbia
University and an M.B.A. from Case Western
Reserve University.
Richard T. Higgons, 58 Senior Vice President, Business Development. Mr. 2001
Higgons joined the Company in 2001. Prior to
joining Great Lakes, Mr. Higgons was staff vice
president for corporate development with
Mallinckrodt,Inc., a position he held for five
years. From 1991 to 1995, he was vice president
for business development for Mallinckrodt's
chemical business. From 1988 to 1991, Mr.
Higgons held several senior management positions
in finance, business development and strategic
planning for Imcera Group, Inc. Mr. Higgons
holds a B.S. degree in Accounting from Indiana
Northern University.
Richard J. Kinsley, 43 Senior Vice President, Human Resources & 1999
Communications. Mr. Kinsley joined the Company
in April 1999 from AlliedSignal where he was
vice president, human resources for the
electronic materials division. Prior to his four
years with AlliedSignal, Mr. Kinsley spent 10
years with The Pfaudler Companies where he held
senior management positions in sales and
marketing, business development and human
resources. Mr. Kinsley holds dual B.S. degrees
in Economics and Business Administration from
LeMoyne College and an M.B.A. from the
University of Rochester.
Jeffrey M. Lipshaw, 46 Senior Vice President, General Counsel & 1999
Secretary. Mr. Lipshaw joined the Company in
October 1999 from Dykema Gossett PLLC, a
Detroit-based law firm, where he was Of Counsel
from February 1998, and previously an associate
and partner in the firm from 1979 until 1992.
From 1993 through 1997, Mr. Lipshaw was vice
president & general counsel of AlliedSignal
Automotive in Southfield, Michigan. Mr. Lipshaw
holds an A.B. from the University of Michigan
and a J.D. from Stanford University.
Angelo C. Brisimitzakis, 42 Vice President, Global Supply Chain Management 2000
and Vice President, Flame Retardants. Dr.
Brisimitzakis joined the Company in 1998 as Vice
President, Global Supply Chain, following 14
years at General Electric Corporation, where he
held leadership positions in sales, technology,
business development, supply chain, and business
management
11
functions. He was named an officer in 2000 and he
was named Vice President for Flame Retardants in
2001. He earned a Ph.D. in Chemistry from New
York University and an M.B.A. in Marketing from
NYU/Pace University.
Kevin J. Mulcrone, 49 Vice President and Controller. Mr. Mulcrone 1999
joined the Company in 1991 as director of audit.
In 1993, he transferred to BioLab, Inc., a Great
Lakes subsidiary, as vice president, finance. In
September 1999, Mr. Mulcrone assumed his present
position. He is a Certified Public Accountant
and holds a B.S. in Accountancy from the
University of Illinois (Urbana) and an M.B.A.
from Emory University.
Item 11. EXECUTIVE COMPENSATION
This information is set forth under the heading "Executive Compensation and
Other Information" in the Company's Proxy Statement for the Company's Annual
Meeting of Stockholders to be held on May 3, 2001, and is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is set forth under the heading "Security Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement for the
Company's Annual Meeting of Stockholders to be held on May 3, 2001, and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is set forth under the heading "Compensation Committee
Interlocks and Insider Participation" in the Company's Proxy Statement for the
Company's Annual Meeting of Stockholders to be held on May 3, 2001, and is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of Great Lakes Chemical
Corporation and Subsidiaries and related notes thereto, together with the report
thereon of Ernst & Young LLP dated, February 9, 2001, appearing on pages 28
through 44 of the 2000 Annual Report to Stockholders, are incorporated herein by
reference:
Consolidated Statements of Income --Years ended December 31, 2000, 1999 and
1998
Consolidated Balance Sheets -- December 31, 2000 and 1999
Consolidated Statements of Cash Flows -- Years ended December 31, 2000,
1999 and 1998
Consolidated Statements of Stockholders' Equity -- Years ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements -- December 31, 2000.
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(a)(2) Financial Statement Schedules
The following Consolidated Financial Statement Schedule of Great Lakes Chemical
Corporation and subsidiaries is filed as part of Item 14(d) of this report and
should be read in conjunction with the Consolidated Financial Statements.
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore, have been omitted.
(a)(3) Exhibits:
Exhibit No. Description
----------- -----------
(3)(i) Restated Certificate of Incorporation (incorporated
by reference to Exhibit (3)(i) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997)
(3)(ii) By-Laws, as amended through January 21, 2000
(4)(i) Rights Agreement dated as of February 15, 1999,
between the Company and Harris Trust Company of New
York as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K filed March 23,
1999) Indenture dated as of July 16, 1999, between
the Company and The First National Bank of Chicago,
as Trustee (incorporated by reference to the
Company's Registration Statement on Form S-3 No.
333-78515)
(10)(i) Supplemental Retirement Plan, as amended
(incorporated by reference to Exhibit (10)(i) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997)
(10)(ii)(a) Deferred Compensation Plan, as amended and restated
effective January 1, 1997 (incorporated by reference
to Exhibit (10)(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997)
(10)(ii)(b) Amendment to Deferred Compensation Plan, dated
November 20, 1997 (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999)
(10)(iii)(a) Supplemental Savings Plan effective January 1, 1995
(incorporated by reference to Exhibit (10)(iii) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1997)
(10)(iii)(b) Amendment to Supplemental Savings Plan effective
January 1, 2000, (incorporated by reference to
Exhibit (10)(iii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999)
(10)(iv) Standard Form of Severance Agreements (incorporated
by reference to Exhibit (10)(iv) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997)
(10)(v)(a) Non Employee Directors' Deferred and Long Term
Compensation Plan (incorporated by reference to
Exhibit (10)(vi) the Company's Annual Report on Form
10-K for the year ended December 31, 1997)
(10)(v)(b) Amendment No. 1 to Non Employee Directors' Deferred
and Long Term Compensation Plan, effective May 6,
1998 (incorporated by reference to Exhibit (10)(v) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1999)
(10)(vi) Split-Dollar Life Insurance (incorporated by
reference to Exhibit (10)(vii) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997)
(10)(vii) Standard Form of Change in Control Agreement
(incorporated by reference to Exhibit (10)(viii) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1997)
(10)(viii) Directors Retirement Plan, effective January 1, 1993
(incorporated by reference to Exhibit (10)(ix) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997)
(10)(ix)(a) 1998 Stock Compensation Plan (incorporated by
reference to Exhibit 99.1 to the Company's
Registration Statement on Form S-8 filed August 17,
1998)
(10)(ix)(b) Amendment to 1998 Employee Stock Compensation Plan
dated February 15, 1999 (incorporated by reference
to Exhibit (10)(ix) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1999)
(10)(x) 1993 Employee Stock Compensation Plan as amended on
November 21, 1997 (incorporated by reference to
Exhibit (10)(x) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997)
13
(10)(xi) 1984 Employee Stock Option Plan as amended February
10, 1997 (incorporated by reference to Exhibit
(10)(xi) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997)
(10)(xii) Employment Agreement with Mark P. Bulriss effective
April 1, 1998 (incorporated by reference to Exhibit
(10)(b) to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1998)
(10)(xiii) Stock Option and Restricted Stock Agreements with
Mark P. Bulriss effective April 1, 1998 (incorporated
by reference Exhibit (10)(a) to the Company's
Quarterly Report on Form 10-Q for the period ended
June 30, 1998)
(10)(xiv) Employment Agreement with L. Donald Simpson dated
December 14, 1999 (incorporated by reference to
Exhibit (10)(vii) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1999)
(13) 2000 Annual Report to Stockholders
(21) Subsidiaries
(23) Consent of Independent Auditors
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter ended December 31,
2000.
14
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.
GREAT LAKES CHEMICAL CORPORATION
- --------------------------------
(Registrant)
Date March 21, 2001 /s/ Mark P. Bulriss
--------------- ----------------------------------------------------
Mark P. Bulriss, Chairman , President and CEO
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:
Date March 21, 2001 /s/ Kevin J. Mulcrone
----------------- ------------------------------------------------
Kevin J. Mulcrone, Vice President and Controller
(Principal Accounting Officer)
Date March 21, 2001 /s/ Nigel D. T. Andrews
----------------- ------------------------------------------------
Nigel D. T. Andrews, Director
Date March 21, 2001 /s/ James W. Crownover
----------------- ------------------------------------------------
James W. Crownover, Director
Date March 21, 2001 /s/ Thomas M. Fulton
----------------- ------------------------------------------------
Thomas M. Fulton, Director
Date March 21, 2001 /s/ Martin M. Hale
----------------- ------------------------------------------------
Martin M. Hale, Director
Date March 21, 2001 /s/ Louis E. Lataif
----------------- ------------------------------------------------
Louis E. Lataif, Director
Date March 21, 2001 /s/ John C. Lechleiter
----------------- ------------------------------------------------
John C. Lechleiter, Director
Date March 21, 2001 /s/ Mack G. Nichols
----------------- ------------------------------------------------
Mack G. Nichols, Director
Date March 21, 2001 /s/ Jay D. Proops
----------------- ------------------------------------------------
Jay D. Proops, Director
15
SCHEDULE II
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 2000
Additions
Balance at --------------------------------- Balance
Beginning Charges to Costs Charged to at End
Description of Period and Expenses Other Accounts Deductions of Period
- ----------- ----------- ----------- --------- ----------- -----------
2000:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 4,730,000 $ 226,000 $ -- $ 145,000(A) $ 4,811,000
----------- ----------- ----------- ----------- -----------
Accumulated amortization of
goodwill $22,468,000 $ 8,828,000 $ -- $ 345,000(B) $30,951,000
----------- ----------- ----------- ----------- -----------
1999:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 4,134,000 $ 744,000 $ 1,243,000 $ 1,391,000(A) $ 4,730,000
----------- ----------- ----------- ----------- -----------
Accumulated amortization of
goodwill $16,804,000 $ 6,845,000 $ -- $ 1,181,000(B) $22,468,000
----------- ----------- ----------- ----------- -----------
1998:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 5,803,000 $ 94,000 $ -- $ 1,763,000(A) $ 4,134,000
----------- ----------- ----------- ----------- -----------
Accumulated amortization of
goodwill $12,645,000 $ 4,288,000 $ -- $ 129,000(B) $16,804,000
----------- ----------- ----------- ----------- -----------
(A) Uncollectible accounts receivable written off, net of recoveries and foreign
currency translation.
(B) Foreign currency translation.