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1
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, 1998
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
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 Section13 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 8, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $2,368,209,072.
As of March 8, 1999, 58,384,199 shares of the registrant's stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1998 Annual Report to Stockholders are incorporated by reference
into Parts I, II and IV. Portions of the annual proxy statement expected to be
filed on March 31, 1999, are incorporated by reference into Part III.
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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 in Indianapolis, Indiana. The Company is
organized into four global business units: Polymer Additives, Performance
Chemicals, Water Treatment and Energy Services and Products. Recently, the
Company took a number of actions to continue the process of focusing on its core
specialty chemicals businesses and positioning these operations to achieve
higher growth and profitability, including:
- - - appointing a new chief executive officer and senior management team;
- - - realigning the business units to focus more directly on customer needs;
- - - completing the spin-off of the Company's Petroleum Additives business unit
(Octel) as well as disposing of the Eastern European trading operation
(Chemol) and the environmental services business; and,
- - - initiating a restructuring program that targets a $40 million annual
improvement in operating income.
Unless otherwise indicated, the information herein refers to the continuing
business of the Company. The Review of Operations on pages 8 through 15 and
Great Lakes At A Glance on pages 16 and 17 of the 1998 Annual Report to
Stockholders are incorporated herein by reference.
The term "Great Lakes" as used herein means Great Lakes Chemical Corporation and
its Subsidiaries unless the context indicates otherwise.
PRODUCTS AND SERVICES
The following is a list of the principal products and services provided by Great
Lakes:
POLYMER ADDITIVES
PRODUCTS & SERVICES PRINCIPAL MARKETS FACILITIES MAJOR RAW MATERIALS
- - ------------------- ----------------- ---------- -------------------
FLAME RETARDANTS
Brominated, intumescent and Computer and Business ElDorado, AR Bromine
antimony based flame retardants Equipment, Consumer Newport, TN Bisphenol A
Electronics, Textiles, Laredo, TX Diphenyl Oxide
Urethanes and Construction Reynosa, Mexico Antimony
Materials Aycliffe, U.K.
POLYMER STABILIZERS
Antioxidants, UV absorbers and Computer and Business Newport, TN Alkylated Phenols
Light Stabilizers Equipment, Consumer Catenoy, France Methyl Acrylate
Appliances, Packaging, Persan, France Phosphorus Trichloride
Textiles, Building and Waldkraiburg, Germany
Construction, Transportation Pedrengo, Italy
Ravenna, Italy
Pyongtaek, Korea
3
PERFORMANCE CHEMICALS
PRODUCTS & SERVICES PRINCIPAL MARKETS FACILITIES MAJOR RAW MATERIALS
- - ------------------- ----------------- ---------- -------------------
AG PRODUCTS
Methyl Bromide Soil Crop and Structural Pest ElDorado, AR Bromine
Control
BROMINE INTERMEDIATES
Bromine, Bromine derivatives and Electronics, Photographic Papers ElDorado, AR Bromine
Bromine-based specialty chemicals and Films and Rubber Compounds Marysville, AR Chlorine
Amlwch, U.K.
FLUORINE CHEMISTRY
Fire extinguishing agent Data Processing ElDorado, AR Fluorine
FM-200(R), Organo-fluorine Telecommunications
compounds, Fluorinated Military
intermediates
FINE CHEMICALS
Specialty and Fine Chemical Pharmaceutical and Konstanz, Germany
Intermediates Agrochemical Industry Newport, TN
Halebank, U.K.
Holywell, U.K.
TOXICOLOGICAL SERVICES
All phases of nonclinical Pharmaceutical, Chemical, Ashland, OH
toxicological testing and Veterinary, Medical, Agri-
bioanalytical services, cultural, Food and Consumer
Design of specialized Products Industries
toxicological, metabolic and
analytical chemistry
programs
WATER TREATMENT
PRODUCTS & SERVICES PRINCIPAL MARKETS FACILITIES MAJOR RAW MATERIALS
- - ------------------- ----------------- ---------- -------------------
RECREATIONAL
Water sanitizers - Pool and Spa Dealers and Conyers, GA BCDMH,
BioGuard(R),OMNI(R), Distributors, Mass Market Decatur, GA Chlorinated
Guardex(R)Pool Time(R), Retailers, Builders Lake Charles, LA Isocyanurates, Calcium
AquaChem(R), Vantage(R), Adrian, MI Hypochlorite, Cyanuric
AquaBrom(R), Bayrol(R), Melbourne, Australia Acid
Hydrotech(R), Toronto, Canada
Algicides, oxidizers, pH Mundolsheim, France
balancers, mineral Planegg, Germany
balancers and Barbera Del Valles, Spain
specialty chemicals Kyalami, South Africa
Andoversford, U.K.
4
WATER TREATMENT (CONTINUED)
PRODUCTS & SERVICES PRINCIPAL MARKETS FACILITIES MAJOR RAW MATERIALS
- - ------------------- ----------------- ---------- -------------------
COMMERCIAL & SPECIALTIES
BromiCide(R) and LiquiBrom(R) Industrial Cooling Water Adrian, MI BCDMH, Sodium Bromide,
Specialty Biocides, Biocide Treatment, Industrial and ElDorado, AR Formulated
dispensing equipment, Hydantoin Municipal Wastewater Treat- Conyers, GA Isocyanurates, DMH
derivatives and Formulated ment, Pulp and Paper and
oxidizers Food Processing, Preservative
Intermediates and Home Care
ENERGY SERVICES AND PRODUCTS
PRODUCTS & SERVICES PRINCIPAL MARKETS FACILITIES MAJOR RAW MATERIALS
- - ------------------- ----------------- ---------- -------------------
Completion products and services, Worldwide Oil and Gas Lafayette, LA Calcium Bromide
including reservoir analysis, Industry New Orleans, LA Sodium Bromide
solids-free fluids, sand control, Houston, TX Zinc Bromide
filtration, downhole tools, Milan, Italy
stimulation and marine well Villahermosa, Mexico
services Stravanger, Norway
Aberdeen, U.K.
Caracas, Venezuela
BUSINESS RISKS
Great Lakes Chemical Corporation is including the following cautionary statement
in this Annual Report of 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. 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.
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.
5
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, and 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, and 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.
1998 DEVELOPMENTS
The Review of Operations on pages 8 through 15 and Great Lakes At A Glance on
page 16 and 17 of the 1998 Annual Report to Stockholders are incorporated herein
by reference.
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
ElDorado and Magnolia, Arkansas, (located about 35 miles west of ElDorado)
provides the best known geological location for bromine production 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 materials used in the chemical processes are obtained from outside
suppliers through purchase contracts. Supplies of these materials are believed
to be adequate for the Company's future operations
International Operations
Great Lakes has 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
38 and 39 of the 1998 Annual Report to Stockholders is incorporated herein by
reference.
6
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 U.S. and overseas which are competitors in several individual products. In
addition, there are numerous manufacturers of alternatives that compete with the
Company. 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 ability to deliver promptly. The Company is able to move
quickly in providing new products to meet identified market demands, and
believes its production costs are among the lowest in the world. 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
markets 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
Research and development expenditures are included in Note 14: "Research and
Development Expenses" of the Notes to Consolidated Financial Statements on page
38 of the 1998 Annual Report to Stockholders and is incorporated herein by
reference. The Company holds no patents, licenses, franchises or concessions
which are essential to its operations.
Environmental and Toxic Substances Control
7
The Company recognizes its responsibility for the sound environmental management
of its businesses and operations. In addressing this responsibility, the
Company's domestic chemical manufacturing operations subscribe to the
comprehensive environmental stewardship program developed by the Chemical
Manufacturers Association known as Responsible Care.
The Company is in material compliance with all environmental laws and
regulations to which it is subject.
8
Employees
The Company has approximately 5,100 employees.
Item 2. PROPERTIES
Great Lakes has plants at 11 locations in 7 states and 17 plants in 8 foreign
countries. Most principal plants are owned. Listed under Item 1 above in a table
captioned Products and Services are the principal locations at which products
are manufactured, distributed or marketed.
The Company leases warehouses, distribution centers and space for offices
throughout the world. All of the Company's facilities are in good repair,
suitable for the Company's businesses, and have sufficient space to meet present
marketing demands at an efficient operating level.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties. 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 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
There are currently no such proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter ended
December 31, 1998.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 8, 1999, there were approximately 3,200 registered holders of Great
Lakes Common Stock. Additional information is contained in the 1998 Annual
Report to Stockholders under the captions "Stock Price Data" and "Cash Dividends
Paid" on page 41, all of which are incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
This information is contained in the 1998 Annual Report to Stockholders under
the caption "Financial Review" on page 19, and is incorporated herein by
reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 20 through 26 of the 1998 Annual Report to Stockholders is
incorporated herein by reference.
Item 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
This information is included in the "Market Risks" section of "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 25 of the 1998 Annual Report to Stockholders, and is incorporated herein by
reference.
9
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of Ernst
& Young LLP dated February 26, 1999, appearing on pages 27 through 40 and the
"Quarterly Results of Operations" on page 41 of the 1998 Annual Report to
Stockholders, are incorporated herein by reference.
Item 9. DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE
No change of auditors or disagreements on accounting methods have occurred which
would require disclosure hereunder.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
Officer
Name and Age Office Since
- - ------------ ------ -----
Mark P. Bulriss , 47 Chief Executive Officer and President. Mr. Bulriss joined Great 1998
Lakes in April 1998 from AlliedSignal, Inc. where he was
president of the Polymers Division since 1996. He joined
AlliedSignal in 1993 as president of the Laminates business
unit, moving to president of the Electronic Materials Division
in 1995. Prior to AlliedSignal, Mr. Bulriss spent 16 years with
GE Plastics. He holds a B.S. in chemical engineering from
Clarkson University
Marshall E. Bloom, 61 Executive Vice President and Chief Executive Officer of Water 1994
Treatment. Mr. Bloom is a graduate of the University of Georgia
receiving his B.B.A. He joined BioLab in 1955 and Great Lakes
in 1990.
Louis M. Maresca, 47 Executive Vice President and President of Performance 1998
Chemicals. Dr. Maresca joined the Company in August 1998. From
1991 to 1998 he was with The Geon Company where he served most
recently 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.
C. Hugh Morton, 46 Executive Vice President and President of Polymer Additives. Mr. 1998
Morton joined the Company in July 1998 after a 13 year career
with GE Plastics most recently as General Manager of
Manufacturing and Engineering for GE Silicones. Mr. Morton holds
a B.S. in mechanical engineering from the University of New
Orleans.
10
L. Donald Simpson, 63 Executive Vice President - Global Supply Chain Management. He 1992
joined the Company in 1992. He is a graduate of Rose Hulman
Institute of Technology with a B.S. in Chemical Engineering.
Richard Boehner, 51 Senior Vice President of Corporate Development and Strategic 1998
Planning. Mr. Boehner rejoined the Company in April 1998. Prior
to joining the Company Mr. Boehner was director of corporate
development for AlliedSignals' specialty chemicals operations.
Previously he held a similar position with Rhone-Poulenc. Mr.
Boehner hold a B.S. in industrial engineering and an M.B.A. from
Colorado State University.
Mark E. Tomkins, 43 Senior Vice President and Chief Financial Officer. Mr. Tomkins 1998
joined the Company in August 1998 from AlliedSignal, Inc. where
he was vice president of finance and business development of the
Polymers Division since 1996 and held the same position with
their Electronic Materials Division in 1996. Prior to joining
Allied Signal, Mr. Tomkins held various corporate and operating
finance positions with Monsanto. He holds an M.B.A. and B.S.
in business from Eastern Illinois University.
Stephen D. Clark, 53 Vice President, General Manager Asia/Pacific. He joined the 1995
Company in 1995. He holds a B.S. in Chemistry from Seattle
University and a Ph.D. in Organic Chemistry from the
Massachusetts Institute of Technology.
Mark Esselman, 42 Vice President, Human Resources. Mr. Esselman came to Great 1997
Lakes from U.S. Robotics in 1997 with nearly 20 years of human
resources experience. He received his B.S. and M.S. degrees
from the University of Wisconsin.
Robert L. Hollier, 56 Vice President and President of OSCA, Inc. He joined the 1991
Company in 1982. He graduated from the University of
Southwestern Louisiana with a B.S. in Business Administration.
John V. Lacci, 47 Vice President, General Counsel. He has been with the Company 1994
since 1986. He received his B.A. from Georgetown University and
a J.D. from Georgetown University School of Law.
Robert J. Smith, 52 Vice President, Controller. He joined the Company in 1993 and 1993
received a B.A. in Economics from Fairfield University.
Mary P. McClanahan, 55 Corporate Secretary. She joined the Company in 1978 and was 1994
educated in England.
Stephen E. Brewer, 50 Assistant Treasurer He joined the Company in 1991. He received 1994
a B.S. in Chemical Engineering from Purdue University and an
M.B.A. from Northwestern University.
11
Information with respect to directors of the Company is contained under the
heading "Proposal One: Election of Directors" in the Great Lakes' Proxy
Statement relating to the 1999 Annual Meeting of Stockholders expected to be
filed on March 31, 1999, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation and Other Information"
in the 1999 Proxy Statement is incorporated by reference in this report.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the 1999 Proxy Statement is incorporated by reference
in this report.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Compensation Committee Interlocks and Insider
Participation" in the 1999 Proxy Statement is incorporated by reference in this
report.
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 26, 1999 appearing on pages 27
through 40 of the 1998 Annual Report to Stockholders, are incorporated by
reference in Item 8:
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income -
Years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows -
Years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Stockholders' Equity -
Years ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The following additional information is filed as part of this report and should
be read in conjunction with the 1998 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.
12
(a)(3) Exhibits:
Exhibit No. Description
----------- -----------
(3)(i) Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
(3)(i) to the Company's Form 10-K for the year
ended December 31, 1997)
(3)(ii) By-Laws of the Company, as amended though May 7,
1998 (incorporated by referenced to Exhibit (3)(ii)
to the Company's Form 10-Q for the period ended
June 30, 1998)
(4) Shareholders Rights Plan dated as of February 15,
1999 (incorporated by reference to Exhibit 4.1 of
the Company's Form 8-K filed March 23, 1999)
(10)(i) Supplemental Retirement Plan, as amended
(incorporated by reference to Exhibit (10)(i) to
the Company's Form 10-K for the year ended December
31, 1997)
(10)(ii) Deferred Compensation Plan, as amended and restated
effective January 1, 1997 (incorporated by
reference to Exhibit (10)(ii) to the Company's Form
10-K for the year ended December 31, 1997)
(10)(iii) Supplemental Savings Plan effective January 1, 1995
(incorporated by reference to Exhibit (10)(iii) to
the Company's Form 10-K for the year ended December
31, 1997)
(10)(iv) Standard Form of Severance Agreements (incorporated
by reference to Exhibit (10)(iv) to the Company's
Form 10-K for the year ended December 31, 1997)
(10)(v) Non Employee Directors' Deferred and Long Term
Compensation Plan (incorporated by reference to
Exhibit (10)(vi) the Company's Form 10-K for the
year ended December 31, 1997)
(10)(vi) Split-Dollar Life Insurance (incorporated by
reference to Exhibit (10)(vii) to the Company's
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 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 Form 10-K for the year ended
December 31, 1997)
(10)(ix) 1998 Employee Stock Compensation Plan (incorporated
by reference to Exhibit 99.1 the Company's Form S-8
filed August 17, 1998)
(10)(x) 1993 Employee Stock Compensation Plan as amended on
November 21, 1997 (incorporated by reference to
Exhibit (10)(x) to the Company's Form 10-K for
December 31, 1997)
(10)(xi) 1984 Employee Stock Option Plan as amended February
10, 1997 (incorporated by reference to Exhibit
(10)(xi) to the Company's Form 10-K for the period
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 Form 10-Q fo 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 Form 10-Q for the period ended June 30,
1998)
(10)(xiv) Employment Agreements with various officers
(incorporated by reference to Exhibit (10)(b) to
the Company's Form 10-Q for the period ended June
30, 1998)
(10)(xv) Great Lakes Savings Plan (incorporated by reference
to the Company's Form S-8 filed April 1, 1998)
13
(13) 1998 Annual Report to Stockholders
(21) Subsidiaries - Incorporated herein by reference is
the list of subsidiaries appearing on the inside of
the back cover of the 1998 Annual Report to
Stockholders
(23) Consent of Independent Auditors
(27) Financial Data Schedules December 31, 1998
Exhibit No. 23 is included herewith. Exhibits No. 13 and
27 are included herewith as part of the electronic filing.
(b) Reports on Form 8-K
The Company filed a Form 8-K on October 28,1998 in connection with the
restructuring of the Company's operations.
(c) Exhibits
The response to this section of Item 14 is submitted as a separate section of
this report.
(d) Financial Statement Schedules
The response to this section of Item 14 is submitted as a separate section of
this report.
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 February 17, 1999 /s/ Mark Bulriss
-------------------------- ----------------------------------------------------
Mark Bulriss, 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:
Date February 17, 1999 /s/ Mark E. Tomkins
------------------------------- ----------------------------------------------------------------
Mark E. Tomkins, Senior Vice President and Chief Financial Officer
Date February 17, 1998 /s/ Robert J. Smith
------------------------------- ----------------------------------------------------------------
Robert J. Smith, Vice President - Controller
(Principal Accounting Officer)
Date February 17, 1998 s/ Thomas M. Fulton
------------------------------- ----------------------------------------------------------------
Thomas M. Fulton, Director
Date February 17, 1998 /s/ Martin M. Hale
------------------------------- ----------------------------------------------------------------
Martin M. Hale, Director
Date February 17, 1998 /s/ Louis E. Lataif
------------------------------- ----------------------------------------------------------------
Louis E. Lataif, Director
Date February 17, 1998 /s/ Richard H. Leet
------------------------------- ----------------------------------------------------------------
Richard H. Leet, Director
Date February 17, 1998 /s/ Robert B. McDonald
------------------------------- ----------------------------------------------------------------
Robert B. McDonald, Director
Date February 17, 1998 /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, 1998
Additions
Balance at ----------------------------------- Balance
Beginning Charges to Costs Charged to at End
Description of Period and Expenses Other Accounts Deductions of Period
- - ----------- ---------- ---------------- --------------- ---------- ---------
1998:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable
$ 5,803,000 $ 94,000 $ -0- $ 1,763,000 (A) $ 4,134,000
Accumulated amortization of
goodwill $12,645,000 $ 4,288,000 $ -0- $ 129,000 (B) $ 16,804,000
1997:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 7,321,000 $ (352,000) $ -0- $ 1,166,000 (A) $ 5,803,000
Accumulated amortization of
goodwill $10,712,000 $ 2,645,000 $ -0- $ 712,000 (B) $ 12,645,000
1996:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 5,998,000 $ 1,931,000 $ -0- $ 608,000 (A) $ 7,321,000
Accumulated amortization of
goodwill $ 8,166,000 $ 2,805,000 $ -0- $ 259,000 (B) $ 10,712,000
(A) Uncollectible accounts receivable written off, net of recoveries and foreign
currency translation.
(B) Foreign currency translation.