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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-30270
Crompton Corporation
(Exact name of registrant as specified in its charter)
Delaware 52-2183153
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One American Lane
Greenwich, Connecticut 06831-2559
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 552-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.01 par value New York 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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed as of February 23, 2001,
was $1,184,863,565.
The number of shares of Common Stock of the registrant
outstanding as of February 23, 2001, was 112,688,795.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for fiscal year ended
December 31, 2000 ....... Parts I, II and IV
Proxy Statement for Annual Meeting of Stockholders
on April 24, 2001 ........ Part III
Page
PART I
Item 1. Business 1
Polymer Products 2
Specialty Products 6
Item 2. Properties 14
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of
Security Holders 17
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 18
Item 6. Selected Financial Data 18
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk 18
Item 8. Financial Statements and Supplementary Data 18
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
PART III
Item 10. Directors and Executive Officers of the Registrant 19
Item 11. Executive Compensation 21
Item 12. Security Ownership of Certain Beneficial Owners
and Management 21
Item 13. Certain Relationships and Related Transactions 22
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 22
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Crompton Corporation (together with its consolidated
subsidiaries, the "Corporation" or "Registrant"), formerly known
as CK Witco Corporation, was incorporated in Delaware in 1999 in
connection with the merger of Crompton & Knowles Corporation and
Witco Corporation on September 1, 1999 (the "Merger").
Crompton & Knowles Corporation ("Crompton & Knowles") was
incorporated in Massachusetts in 1900. Crompton & Knowles
engaged in the manufacture and sale of specialty chemicals
beginning in 1954 and, beginning in 1961, in the manufacture and
sale of polymer processing equipment. Crompton & Knowles
substantially expanded both its specialty chemical and its
polymer processing equipment businesses through a number of
acquisitions in both the United States and Europe, including the
acquisition in 1996 of Uniroyal Chemical Company, Inc.,
("Uniroyal") a multinational manufacturer of performance
chemicals, including rubber chemicals and additives for plastics
and lubricants, crop protection chemicals, and polymers, which
include Royalene(R) EPDM rubber, Paracril(R) nitrile rubber and
Adiprene(R)/Vibrathane(R) urethane prepolymers. In 1998,
Crompton & Knowles formed joint ventures with Bayer Corporation
to serve the agricultural seed treatment markets in North America
based on Gustafson, Inc. ("Gustafson"), formerly a wholly owned
subsidiary, and a leading producer of seed treatment formulations
and equipment. At the time, Bayer acquired a 50 percent interest
in the Gustafson seed treatment business. In 1999, Crompton &
Knowles sold its specialty ingredients business and, subsequent
to the Merger, the Corporation completed the sale of its global
textile colors business and most of its non-United States
industrial colors business.
Witco Corporation ("Witco") was incorporated in Delaware in
1958 as Witco Chemical Company, Inc., at which time it succeeded
by merger to the business of Witco Chemical Company, an Illinois
corporation formed in 1920. Witco was a global manufacturer and
marketer of specialty chemical products for use in a wide variety
of industrial and consumer applications. In 1995, Witco acquired
OSi Specialties Holding Company, an entity engaged in the
manufacture of silicone surfactants, organofunctional silanes,
specialty fluids and amine catalysts with manufacturing and
blending facilities throughout the world. In 1998, Witco
acquired Ciba Specialty Chemicals Inc.'s ("Ciba") worldwide
polyvinyl chloride heat stabilizers business and related assets
and Ciba acquired Witco's global epoxy systems and adhesives
business and related assets.
In 2000, the Corporation's joint venture with GIRSA S.A. de
C.V. ("GIRSA"), a subsidiary of DESC, S.A. de C.V., a Mexican
corporation, commenced operation of a new 40,000 metric ton
nitrile rubber plant in Altamira, Mexico, to produce Paracril(R)
oil-resistant nitrile rubber products. The facility is the
largest dedicated nitrile rubber plant in the world, producing a
wide range of general purpose and specialty polymers.
(b) Financial Information About Industry Segments
Information as to the sales, operating profit, depreciation
and amortization, assets and capital expenditures attributable to
each of the Corporation's business segments during each of its
last three fiscal years is set forth in the Notes to Consolidated
Financial Statements on pages 34-35 of the Corporation's 2000
Annual Report to Stockholders, and such information is
incorporated herein by reference.
The Corporation's businesses are grouped into two units,
"Polymer Products" and "Specialty Products." Polymer Products
consists of separate reporting segments for Polymer Additives
(plastic additives, rubber chemicals and urethane chemicals),
Polymers (EPDM, urethanes and nitrile joint venture) and Polymer
Processing Equipment (Davis-Standard). Specialty Products
consists of separate reporting segments for OrganoSilicones
(silanes and specialty silicones), Crop Protection (specialty
actives, industrial surfactants and Gustafson Joint Venture) and
Other (petroleum additives, refined products, industrial colors
and glycerine/fatty acids).
(c) Narrative Description of Business
Products and Services
The Corporation manufactures and markets a wide variety of
polymer and specialty products. Most of the Corporation's
products are sold to industrial customers for use as
additives, ingredients or intermediates that impart particular
characteristics to the customers' end products. The Corporation's
products are currently marketed in more than 120 countries and
serve a wide variety of end use markets including tires,
agriculture, automobiles, textiles, plastics, lubricants,
petrochemicals, leather, construction, recreation, mining, paper,
packaging, home furnishings, personal care and appliances. The
principal products and services offered by the Corporation are
described below.
POLYMER PRODUCTS
Polymer Additives
The Polymer Additives business supplies a number of
specialty chemicals to the plastics, rubber and
coatings/adhesives industries. The Polymer Additives business
had net sales for fiscal 2000 of $992.7 million.
Plastic Additives
The Corporation is a global leader in supplying a broad line
of additives to the plastics industry. These additives are often
specially developed and formulated for a customer's specific
manufacturing requirements. The Corporation manufactures
stabilizers, lubricants, plasticizers and peroxide catalysts, and
markets UV stabilizers and antistats, which are used in the
manufacture of PVC resins and compounds for applications such as
pipes, fittings, siding, flooring, window profiles and packaging
materials. In addition, the Corporation is a manufacturer and
supplier of polymerization inhibitors, polymerization catalysts
and initiators, antioxidants, lubricants, chemical foaming
agents, polymer modifiers and chemical intermediates as additives
for the olefins and styrenics industries for use in the
manufacture of resins and compounds that are employed in a broad
spectrum of applications used in packaging, automobiles,
construction, furniture and appliances. The Corporation also
produces organotin compounds for the production of PVC
stabilizers, biocides for the commercial marine paints industry
as well as other uses in pharmaceutical and flat glass
applications.
Net sales of plastic additives during fiscal 2000, 1999 and
1998 were 19.0%, 14.2% and 7.1% of the Corporation's net sales,
respectively.
Rubber Chemicals
This product line of the Polymer Additives business contains
over 100 different chemicals for use in processing rubber. These
products include accelerators, antioxidants, antiozonants,
chemical foaming agents and specialty waxes. Accelerators are
used for curing natural and synthetic rubber, and have a wide
range of activation temperatures, curing ranges and use forms.
Antiozonants protect rubber compounds from flex cracking and
ozone, oxygen and heat degradation. Antioxidants provide rubber
compounds with protection against oxygen, light and heat.
Foaming agents produce gas by thermal decomposition or via a
chemical reaction with other components of a polymer system and
are mixed with rubber to produce sponge rubber products. Waxes
inhibit static atmospheric ozone cracking in rubber. Tire
manufacturers accounted for approximately 60% of the
Corporation's rubber chemical sales in fiscal 2000, with the
balance of such sales going to industrial rubber goods, which
includes numerous manufacturers of hoses, belting, sponge and a
wide variety of other engineered rubber products. The
Corporation believes it is one of the three largest producers of
rubber chemicals in the world.
Net sales of rubber chemicals during fiscal 2000, 1999 and
1998 were 8.6%, 12.7%, and 14.7% of the Corporation's net sales,
respectively.
Urethane Chemicals
The Urethane Chemicals business is comprised of three
product groupings that offer technologically advanced materials
to a diverse and global customer base: Fomrez(R) saturated
polyester polyols, Witcobond(R) polyurethane dispersions, and
Witcothane(R) polyurethane systems. Polyester polyols are
employed in industrial applications such as flexible foam for
seating, thermoplastic urethanes for structural parts, adhesives
and coatings. The polyurethane dispersions are sold to a larger
and more diverse customer base primarily for coating applications
such as flooring, fiberglass sizing and textiles. Polyurethane
systems are used primarily by the shoe sole industry, and is a
highly service intensive business.
Baxenden Chemicals Limited, the Corporation's 53.5% owned
subsidiary (Croda Inc. owns 46.5%), is engaged in the manufacture
and marketing of isocyanate derivatives, polyester polyols and
specialty polymer systems used in a wide range of applications.
The major markets served by Baxenden are automotive,
construction, surface coatings, leather and textile finishing.
Sub-markets include coatings, adhesives, sealants, elastomers and
insulation for the above markets. Baxenden is focused on
specialty polymer and resin chemistry and novel curing mechanisms
for such polymers. The core technology is urethane and acrylic
chemistry but includes novel polyesters and esterification
processes.
Polymer additives are sold through a specialized sales
force, including technical service professionals who address
customer inquiries and problems. The technical service
professionals generally have degrees in chemistry and/or chemical
engineering and are knowledgeable in specific product application
fields. The sales and technical service professionals identify
and focus on customers' growth opportunities, working not only
with the customers' headquarters staff, but also with their
research and development and manufacturing personnel on a
worldwide basis.
Polymers
The Polymers business, which had net sales for fiscal 2000
of $335.1 million, has three principal product lines:
Adiprene(R)/Vibrathane(R) urethane prepolymers, Royalene(R) EPDM
rubber and Paracril(R) nitrile rubber.
Urethanes
The Corporation believes that it is the leading manufacturer
of high performance liquid castable urethane prepolymers in the
world. Among the most common applications using these prepolymers
are solid industrial tires, printing rollers, industrial rolls,
abrasion-resistant mining products such as chutes, hoppers and
slurry transport systems, mechanical goods and a variety of
sports equipment and other consumer items. The Corporation
competes effectively in this business by providing efficient
customer service and technical assistance through a highly
regarded technical service staff and a proven ability to develop
new products and technologies for its customers. Over 150 grades
of urethane prepolymers are commercially available from the
Corporation.
Adiprene(R)/Vibrathane(R) urethane prepolymers are sold
directly by a dedicated sales force in the United States, Canada
and Australia and by direct sales and through distributorships in
Europe, Latin America and the Far East. Adiprene(R)/Vibrathane(R)
customers are serviced worldwide by a dedicated technical staff.
Technical service personnel support field sales, while a research
and development staff is dedicated to support new product and
process development to meet rapidly changing customer needs.
Technical support is a critical component of the product
offering.
EPDM
Ethylene-propylene-diene rubber ("EPDM") is commonly known
as "crackless rubber" because of its ability to withstand
sunlight and ozone without cracking. EPDM's application end uses
include various automobile components, single-ply roofing, hoses,
electrical insulation, tire sidewalls, mechanical seals and
gaskets, oil additives and plastic modifiers. The Corporation
produces and markets more than 30 different EPDM polymer
variations.
The Corporation believes it is one of the three largest
suppliers of EPDM polymers in the world, and the largest North
American producer of EPDM. The Corporation's success in this
business has been due to several factors, including product
performance, low cost manufacturing, customized products and
outstanding technical and customer service, which have earned the
Corporation a reputation for excellence and strong customer
loyalty.
Nitrile Joint Venture
ParaTec S.A. de C.V., a joint venture between the
Corporation's subsidiary, Uniroyal, and GIRSA, manufactures
Paracril(R) oil-resistant nitrile rubber products in Altamira,
Mexico. The products are marketed in the United States by
ParaTec Elastomers L.L.C. under the Paracril(R) trademark.
Nitrile rubber polymers are resistant to most types of oils.
Paracril(R) nitrile rubber is produced in 45 different variations
to meet specific end use requirements in automotive hoses, seals,
rings, printing rolls, insulation and many other products exposed
to oil.
The sale of Royalene(R) and Paracril(R) products is
supported by a highly qualified staff of technical service
specialists with extensive field and rubber processing
experience. Strong customer relations and market knowledge
result from this sales effort. In certain geographic areas, the
Royalene(R) and Paracril(R) products are sold through
distributors.
Polymer Processing Equipment
The Corporation's wholly owned subsidiary, Davis-Standard
Corporation, manufactures and sells polymer processing
equipment, which includes extruders, electronic controls, and
integrated extrusion systems, and offers specialized service and
modernization programs for in-place polymer processing systems.
The polymer processing equipment business had net sales for
fiscal 2000 of $310.5 million.
Integrated polymer processing systems, which include
extruders in combination with controls and other equipment, are
used to process polymers into various products such as plastic
sheet and profiles used in appliances, automobiles, home
construction, sports equipment, and furniture; extruded shapes
used as house siding, furniture trim, and substitutes for wood
molding; and cast and blown film used to package many consumer
products. Integrated extrusion systems are also used to compound
engineered polymers, to recycle and reclaim plastics, to coat
paper, cardboard and other materials used as packaging, and to
apply plastic or rubber insulation to high voltage power cable
for electrical utilities and to wire for the communications,
construction, automotive, and appliance industries. Industrial
blow molding equipment produced by the Corporation is sold to
manufacturers of non-disposable plastic items such as tool cases
and beverage coolers.
The Corporation is a leading producer of polymer processing
equipment for the polymers industry and competes with domestic
and foreign producers of such products. The expansion of its
Pawcatuck, Connecticut facility has enabled shipments to keep
pace with customers' demand for extrusion systems. The
Corporation is one of a number of producers of this type of
polymer processing machinery.
In the United States, most of the Corporation's sales of
polymer processing equipment are made by its own dedicated sales
force. In other parts of the world, and for export sales from
the United States, the Corporation's sales of such equipment are
made largely through agents.
SPECIALTY PRODUCTS
OrganoSilicones
The OrganoSilicones business manufactures and sells over 500
silicone-based chemical intermediate products to manufacturers of
fiberglass, reinforced plastics, polyurethane foam, textiles,
coatings, automotive components, adhesives, rubber,
pharmaceuticals, thermoplastics, sealants and electrical products
throughout the world. The OrganoSilicones business had net sales
for fiscal 2000 of $484.4 million.
Regardless of form, most silicones share a combination of
properties, including electrical resistance, ability to maintain
performance across a broad range of temperatures, resistance to
aging, water repellence, lubricating characteristics and relative
chemical and physiological inertness. The versatility of
silicone-based intermediates has led to a wide variety of
applications across a broad spectrum of industries in all major
countries.
Silanes
The Corporation is the world's largest producer of
organofunctional silanes. Depending on their major
organofunctional group (amino, epoxy, methacryl, sulfur, vinyl,
etc.), silanes can act as coupling agents or cross-linkers. As a
coupling agent, they have the unique ability to bond organic
materials to inorganic materials and are used in a variety of end
use products, including fiberglass, rubber and adhesive sealants.
As cross-linkers, silanes have become the standard in the
manufacture of thermoplastics where they promote the cross-
linking of polyolefins in applications such as wire and cable.
There continue to be opportunities for silanes in the tire
industry, especially in Europe where there has been a growing
demand for sulfur-functional silanes, which are necessary when
silica is used in place of carbon black in tire tread. Silica-
tires, or "greentyres," provide improved handling, safety and
other environmental benefits by lowering fuel consumption.
Specialty Silicones
Silicone fluids have several distinctive properties, which
include chemical and physical inertness, good low-temperature
performance, high compressibility, low-surface tension, stable
viscosity with a change in the temperature or rate of shear, and
thermal and oxidative stability. In addition to allowing these
products to bond with various materials, these properties also
offer improved antistatic, lubricity, and water-repellency
performance. With these distinctive properties, silicone fluids
serve a variety of end markets including the textile market where
silicone fluids serve as textile softeners and wetting modifiers;
the personal care market for hair and skin care products; the
pharmaceutical market where they serve as a protective barrier
in creams and lotions; the paper and pulp industry where they act
as antifoams, surfactants, or release agents; and the automotive
and furniture industries where silicone fluids are used in
polishes and coatings because of their low-surface tension,
lubricating properties, and water repellency.
In the early 1950's the OrganoSilicones business (while part
of Union Carbide Corporation) invented the use of silicone
surfactants in the manufacture of urethane foam. This
fundamental technological advance facilitated a lower-cost,
continuous manufacturing method, resulting in accelerated growth
in the urethane foam industry. The largest end markets for
urethane additives are flexible, molded and rigid polyurethane
foams in which urethane additives are used to control cell size
and stabilize the foam.
The Corporation markets its OrganoSilicone products
worldwide primarily directly through its own sales force.
Crop Protection
The Crop Protection business manufactures and markets a wide
variety of agricultural chemicals for many major food crops,
including grains, fruits, nuts and vegetables, and many non-food
crops, such as tobacco, cotton, turf, flax and ornamental plants.
The business focuses its efforts mainly on products used on high-
value cash crops, such as ornamentals, nuts, citrus and tree and
vine fruits as opposed to commodity crops such as soybeans and
corn. The Crop Protection business had net sales for fiscal 2000
of $413.7 million.
Specialty Actives
The Specialty Actives business offers four major crop
protection chemical product lines: fungicides; miticides and
insecticides; growth regulants; and herbicides. Each product
line is composed of numerous formulations for specific crops and
geographic regions.
The Corporation has a substantial presence in its targeted
segments of the agrichemicals market due to its strategy of
focusing research, product development, and sales and marketing
on highly profitable market niches that are less sensitive to
competitive pricing pressures than commodity segments of the
market. While the products of the Specialty Actives business
represent a relatively small percentage of the grower's overall
costs, these products are often critical to the success or
failure of the crops being treated. In addition, product line
extensions, attention to application effectiveness and customer
service are important factors in developing strong customer
loyalty.
In Australia, the Corporation's subsidiary, Hannaford
Seedmaster Services Pty. Ltd., provides seed treatment chemicals
and treating services to the local market as well as agricultural
chemicals for various crop and non-crop uses.
The Crop Protection business, under the Uniroyal name,
promotes seed treatment chemicals in all regions of the world
other than North America and Australia, and enjoys a substantial
position in the international seed treatment market. The
Corporation anticipates continuing growth in seed treatment,
which is environmentally attractive because it involves very
localized use of agricultural chemicals and very low use rates
compared to broad foliar or soil treatment.
The Crop Protection business markets its products in North
America through a direct sales force selling to a distribution
network consisting of more than one hundred distributors and
direct customers. In the international market, the Crop
Protection business' direct sales force services over 300
distributors, dealers and agents.
Net sales of specialty actives during fiscal 2000, 1999 and
1998 were 7.9%, 11.9% and 15.0% of the Corporation's net sales,
respectively.
Industrial Surfactants
The Corporation's Industrial Surfactants business
manufactures and sells a broad line of non-ionic and anionic
surfactants to a range of industries, primarily agriculture, oil
field, emulsion (water based) polymers, paints and coatings; and,
to a smaller extent, to personal care, soap and detergent, and
textile markets. Surfactants change the surface tension
(spreadability) of liquids. In agricultural applications,
surfactants separate pesticides into small particles, thereby
increasing their efficiency via dispersion and penetration; in
the oil field, surfactants are used as demulsifiers that aid in
the clean separation of oil from water.
Gustafson Joint Venture
The Corporation is a leading producer and marketer of seed
treatment chemicals. In November 1998, the Corporation formed
joint ventures with Bayer Corporation to serve the agricultural
seed treatment markets in North America based on Gustafson, Inc.
("Gustafson"), formerly a wholly owned subsidiary, which is a
leading producer of seed treatment formulations and equipment.
Bayer acquired a 50 percent interest in the Gustafson seed
treatment business. As a result of this transaction, the
operating results of Gustafson were deconsolidated in December
1998.
Gustafson has a leading share of the North American
commercial seed treatment formulation market and is recognized as
a technological leader in this market. Gustafson is engaged
directly and through cooperative ventures in developing and
formulating seed treatment systems, offering a broad line of
chemical formulations which contain fungicides, insecticides and
seed conditioning aids in addition to commercial seed treating
equipment. Gustafson's expertise enables it to develop and
produce formulations consisting of multiple components to obtain
optimum efficacy against seed and soil disease pathogens and
insects.
For the last several years, Gustafson has maintained a
developmental program in the field of naturally occurring
biological control agents targeted for disease. Gustafson has
focused its efforts on naturally occurring organisms as opposed
to genetically engineered organisms. Gustafson received
regulatory approval from the United States Environmental
Protection Agency ("EPA") in 1992 for the first of a series of
new biological formulations.
Other
The other businesses of the Corporation, with net sales for
fiscal 2000 of $516.2 million, have four principal product lines:
Petroleum Additives, Refined Products, Industrial Colors and
Glycerine/Fatty Acids.
Petroleum Additives
The Corporation is a global manufacturer and marketer of
high-performance additive components used in transport and
industrial lubricant applications. The component product line
includes Hybase(R) overbased calcium sulfonates and Lobase(R)
neutral calcium sulfonates used in motor oils and marine
lubricants. These sulfonates are oil soluble surfactants and
their properties include detergency to help lubricants keep car,
truck and ship engines clean with minimal wear. Also in the
product line are barium and sodium sulfonates which provide
corrosion protection and emulsification in metalworking fluids.
Other key products are the Naugalube antioxidants widely used by
the Corporation's customers in engine oils, gear oils, industrial
oils and greases and Synton(R) high viscosity poly alpha olefins
(PAO) used in the production of synthetic lubricants for
automotive, aviation and industrial applications (e.g. compressor
oils and gear oils). Products under development include new
friction modifiers and antiwear additives to meet customers'
performance requirements in automotive applications.
Refined Products
The Refined Products business is engaged in the manufacture
and marketing of a wide range of high purity hydrocarbon
products, including white oils and ink oils, petrolatums,
microcrystalline waxes, cable compounds, and refrigeration oils
and compressor lubricants, serving numerous global markets
predominantly requiring food grade quality. The business'
products serve as lubricants, emollients, moisture barriers,
plasticizers and carriers and are characterized by their chemical
inertness and high quality. Refined Products are used in five
major market segments: polystyrene, polymers (including
polyolefin, thermoplastic elastomers and PVC applications),
personal care, refrigeration oils and telecommunication cables,
as well as additional minor markets.
In 1998, Petro-Canada Lubricants of Mississauga, Ontario,
Canada, became Refined Products' supplier for most grades of
paraffinic white oils used in certain applications and Refined
Products became Petro-Canada's exclusive distributor of these
white oils in North America, Latin America and Asia Pacific. The
Refined Products sales, marketing and distribution organization
services Refined Products' and Petro-Canada's paraffinic white
mineral oil customers for a variety of applications.
Industrial Colors
The Industrial Colors business is engaged in the production
and marketing of dyes used in specialty papers, inks and
coatings, leather and plastic parts and films, as well as unique
dyes for metal coating applications and ink-jet printers, for
customers in North and South America. The Corporation owns and
operates its industrial colors business in the Americas,
including four manufacturing facilities located in Pennsylvania
and New Jersey.
The Corporation sells dyes predominantly through its own
dedicated sales force. The Corporation's position as a leading
industrial dyes supplier in the United States has been maintained
by satisfying the market's needs with quick customer response,
efficient production, customized quality products, strong
technical service and product development capabilities.
In December 1999, the Corporation completed the sale of its
global textile colors business and most of its non-United States
industrial colors business to Yorkshire Group PLC, a producer of
textile dyestuffs headquartered in Leeds, England.
Glycerine/Fatty Acids
The Corporation is a producer of glycerine and fatty acids.
These products modify surfaces either as direct lubricants or
emulsifiers or as intermediates for ingredients that modify
surfaces. Natural glycerines are by-products from the production
of soaps, fatty acids, fatty acid methyl esters, and fatty
alkanolamides that use animal fats and vegetable oils as
feedstock. Pharmaceuticals and personal care products are the
largest end markets for glycerines. In medical and
pharmaceutical preparations, glycerine is used to improve
smoothness, provide lubrication, or maintain moisture in
suppositories, cough syrups, elixirs and expectorants. Glycerine
is also used as a lubricant and solvent in personal care products
including toothpastes, products for hair and skin care, soaps and
mouthwashes. Fatty acids are carboxylic acids derived from or
contained in animal fat or vegetable oil. Examples of diverse
applications of fatty acids include their use as lubricants in
plastics; their use as components of personal care products such
as soaps, creams and lotions; and their use as release agents or
components of curing systems for rubber.
The Corporation markets its petroleum additives, refined
products and gylcerine/fatty acids worldwide primarily directly
through its own sales force.
* * *
Sources of Raw Materials
Chemicals, steel, castings, parts, machine components and
other raw materials required in the manufacture of the
Corporation's products are generally available from a number of
sources, some of which are foreign. The Corporation also uses
significant amounts of petrochemical feedstocks in many of its
chemical manufacturing processes. Large increases in the cost of
petrochemical feedstocks could adversely affect the Corporation's
operating margins. While temporary shortages of raw materials
may occur occasionally, raw materials are currently readily
available. However, their continuing availability and price are
subject to domestic and world market and political conditions and
regulations. Major requirements for key raw materials are
typically purchased pursuant to multi-year contracts. The
Corporation is not dependent on any one supplier for a material
amount of its raw material requirements; however, the
OrganoSilicones business purchases, in the aggregate,
approximately 40% of its raw materials from Dow Corning
Corporation and The Dow Chemical Company under various long-term
agreements, which expire at various times through 2010.
The Corporation holds a 50% interest in Rubicon Inc.
("Rubicon"), a manufacturing joint venture between Uniroyal and
Huntsman Corporation, located in Geismar, Louisiana, which
supplies both Huntsman and the Corporation with aniline, and the
Corporation with diphenylamine ("DPA"). The Corporation believes
that its aniline and DPA needs in the foreseeable future will be
met by production from Rubicon.
Patents and Licenses
The Corporation has over 3,500 United States and foreign
patents and pending applications and has trademark protection for
approximately 700 product names. Patents, trade names,
trademarks, know-how, trade secrets, formulae, and manufacturing
techniques assist in maintaining the competitive position of
certain of the Corporation's products. Patents, formulae, and
know-how are of particular importance in the manufacture of a
number of specialty chemicals manufactured and sold by the
Corporation, and patents and know-how are also significant in the
manufacture of certain wire insulating and polymer processing
machinery product lines. The Corporation is licensed to use
certain patents and technology owned by other companies,
including some foreign companies, to manufacture products
complementary to its own products, for which it pays royalties in
amounts not considered material to the consolidated results of
the enterprise. Products to which the Corporation has such
rights include certain crop protection chemicals, dyes, and
polymer processing machinery.
While the existence of a patent is prima facie evidence of
its validity, the Corporation cannot assure that any of its
patents will not be challenged nor can it predict the outcome of
any such challenge. The Corporation believes that no single
patent, trademark, or other individual right is of such
importance, however, that expiration or termination thereof would
materially affect its business.
Seasonal Business
With the exception of the Crop Protection business, the
sales of which are influenced by agricultural growing seasons, no
material portion of any segment of the business of the
Corporation is seasonal.
Customers
The Corporation does not consider any segment of its
business dependent on a single customer or a few customers, the
loss of any one or more of whom would have a material adverse
effect on the segment. No one customer's business accounts for
more than ten percent of the Corporation's gross revenues nor
more than ten percent of its earnings before taxes.
Backlog
Because machinery production schedules range from about 60
days to 10 months, backlog is significant to the Corporation's
polymer processing equipment business. Firm backlog of
customers' orders for this business at the end of 2000 totalled
approximately $105 million compared with $113 million at the end
of 1999. It is expected that most of the 2000 backlog will be
shipped during 2001. Orders for specialty chemicals and polymers
are generally filled from inventory stocks and thus are excluded
from backlog.
Competitive Conditions
The Corporation is a major manufacturer of polymer products
and specialty products. Competition varies by product and by
geographic region, except that in rubber chemicals the market is
fairly concentrated. In that market, the Corporation and its two
principal competitors together account for approximately 49% of
total worldwide sales. In addition, the EPDM market is fairly
concentrated. The Corporation and its two principal competitors
together account for approximately 67% of sales within North
America and approximately 52% worldwide.
Product performance, quality, technical and customer
service, and price are all important factors in competing in the
polymer product and specialty product businesses.
Research and Development
The Corporation conducts research and development on a
worldwide basis at a number of facilities, including field
stations that are used for crop protection research and
development activities. Research and development expenditures by
the Corporation totalled $84.6 million for the year 2000, $68.0
million for the year 1999, and $52.8 million for the year 1998.
Environmental Matters
Chemical companies are subject to extensive environmental
laws and regulations concerning, among other things, emissions to
the air, discharges to land, surface, subsurface strata and water
and the generation, handling, storage, transportation, treatment
and disposal of waste and other materials and are also subject to
other federal, state and local laws and regulations regarding
health and safety matters.
Environmental Regulation. The Corporation believes that its
business, operations and facilities have been and are being
operated in substantial compliance in all material respects with
applicable environmental and health and safety laws and
regulations, many of which provide for substantial fines and
criminal sanctions for violations. The ongoing operations of
chemical manufacturing plants, however, entail risks in these
areas and there can be no assurance that material costs or
liabilities will not be incurred. In addition, future
developments, such as increasingly strict requirements of
environmental and health and safety laws and regulations and
enforcement policies thereunder, could bring into question the
handling, manufacture, use, emission or disposal of substances or
pollutants at facilities owned, used or controlled by the
Corporation or the manufacture, use or disposal of certain
products or wastes by the Corporation and could involve
potentially significant expenditures. To meet changing
permitting and regulatory standards, the Corporation may be
required to make significant site or operational modifications,
potentially involving substantial expenditures and reduction or
suspension of certain operations. The Corporation incurred $14.3
million of costs for capital projects and $62.3 million for
operating and maintenance costs related to environmental
compliance at its facilities during fiscal 2000. In fiscal 2001,
the Corporation expects to incur approximately $27.0 million of
costs for capital projects and $61.7 million for operating and
maintenance costs related to environmental compliance at its
facilities. During fiscal 2000, the Corporation spent $30.1
million to clean up previously utilized waste disposal sites and
to remediate current and past facilities. The Corporation
expects to spend approximately $33.3 million during fiscal 2001
to clean up such waste disposal sites and current and past
facilities.
Beginning in 2003, European environmental regulations will
limit the use of lead-based heat stabilizers that until now have
been essential to the manufacture of polyvinyl chloride
construction pipe. As an alternative to these lead-based
products, the Corporation has patented new technology for an
organic-based, heavy metal-free product. Capacity is being added
at the Corporation's Lampertheim, Germany plant to produce this
product.
Pesticide Regulation. The Corporation's Crop Protection
business is subject to regulation under various federal, state,
and foreign laws and regulations relating to the manufacture,
sales and use of pesticide products.
In August, 1996, Congress enacted significant changes to the
Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"),
governing U.S. sale and use of pesticide products, and the
Federal Food, Drug, and Cosmetic Act ("FFDCA"), which limits
pesticide residues on food with the Food Quality Protection Act
of 1996 ("FQPA"). Under FIFRA, the law will facilitate
registrations and reregistrations of pesticides for special (so
called "minor") uses and authorize collection of maintenance fees
to support pesticide reregistrations. Coordination of
regulations implementing FIFRA and FFDCA will be required. Food
safety provisions will establish a single standard of safety for
pesticide residue on raw and processed foods; provide
information through large food retail stores to consumers about
the health risks of pesticide residues and how to avoid them;
preempt state and local food safety laws if they are based on
concentrations of pesticide residues below recently established
federal residue limits (called "tolerances"); and ensure that
tolerances protect the health of infants and children.
FFDCA, as amended by FQPA, authorizes the EPA to set a
tolerance for a pesticide in or on food at a level which poses "a
reasonable certainty of no harm" to consumers. The EPA is
required to review all tolerances for all pesticide products
within 10 years. It is not known when and to what extent the
Corporation's products will be reviewed and/or restricted under
this standard.
In April, 1996, the Corporation announced that it had
voluntarily canceled registered uses of its propargite miticide
on certain crops in the United States. The action was taken to
reduce dietary exposure as requested by the EPA, using the EPA's
current risk assessment model. Tests to confirm that propargite
does not pose a dietary risk are continuing under EPA approved
protocols. Propargite will be reviewed under the new FQPA
standard discussed above.
The European Commission ("EC") has established procedures
whereby all existing active ingredient pesticides will be
reviewed. This EC regulation became effective in 1993 and will
result in a review of all commercial products. The initial round
of reviews covered ninety products, four of which are the
Corporation's products. Other of the Corporation's products will
be reviewed in subsequent years and all data from the Corporation
pertaining to its products must be submitted for review by mid-
2003. The process may lead to full reregistration in member
states of the EC or may lead to some restrictions, if adverse
data is discovered.
Employees
The Corporation had approximately 8,300 employees on
December 31, 2000.
Geographic Information
The information with respect to sales and property, plant
and equipment attributable to each of the major geographic areas
served by the Corporation for each of the Corporation's last
three fiscal years, set forth in the Notes to Consolidated
Financial Statements on page 35 of the Corporation's 2000 Annual
Report to Stockholders, is incorporated herein by reference.
The Corporation considers that the risks relating to
operations of its foreign subsidiaries are comparable to those of
other U.S. companies which operate subsidiaries in developed
countries. All of the Corporation's international operations are
subject to fluctuations in the relative values of the currencies
in the various countries in which its activities are conducted.
ITEM 2. PROPERTIES
The following table sets forth information as to the
principal operating properties and other significant properties
of the Corporation and its subsidiaries. All properties are
owned in fee except where otherwise indicated:
Location Facility Products/Businesses
UNITED STATES
Alabama
Bay Minette Plant Polymer Additives
Connecticut
Bethany Research Center Crop
Greenwich Corporate Offices* Corporate Headquarters
Middlebury Corporate Offices,
Research Center* Crop, Polymer Additives,
Polymers, Other
Naugatuck Plant, Research Center Crop, Polymer Additives,
Pawcatuck Office, Plant, Laboratory, Polymer Processing
Machine Shop, Tech Center Equipment
Illinois
Mapleton Plant Polymer Additives
Louisiana
Geismar Plant Crop, Polymer Additives,
Polymers, Other
Taft Plant Polymer Additives
Gretna Plant Other
Harahan Plant Crop
New Jersey
Edison Office, Plant* Polymer Processing
Equipment
Newark Plant Other
Nutley Office, Laboratory, Plant Other
Perth Amboy Plant Other
Somerville Office, Plant, Machine Polymer Processing
Shop Equipment
New York
Tarrytown Research Center* Polymer Additives,
OrganoSilicones, Other
North Carolina
Gastonia Plant Crop, Polymers
Ohio
Dublin Research Center Crop, Other
Pennsylvania
Gibraltar Office, Laboratory, Plant Other
Petrolia Plant Other
Reading Plant Other
Tennessee
Memphis Plant Polymer Additives, Other
Texas
Fort Worth Plant Crop
Houston Plant Crop, Polymer Additives,
Other
Marshall Plant Polymer Additives
West Virginia
Sistersville Plant OrganoSilicones
South
Charleston Administrative, Research,
Sales Office* OrganoSilicones
INTERNATIONAL
Australia
Regency Park,
S.A. Office, Machine Shop* Crop
Seven Hills Office, Laboratory* Polymers
Belgium
Antwerp Plant* OrganoSilicones
Brussels Office* Crop, Polymer
Additives, Polymers,
Other
Brazil
Itatiba Plant OrganoSilicones
Rio Claro Plant Crop, Polymer
Additives, Polymers
Canada
Elmira Plant Crop, Polymer
Additives, Polymers,
Other
Guelph Research Center Crop, Polymer
Additives, Polymers,
Other
Scarborough Plant* Other
West Hill Plant Other
Denmark
Soro Plant** Polymer Additives
France
Dannemarie Office and
Machine Shop Polymer Processing
Equipment
Germany
Bergkamen Plant* Polymer Additives
Erkrath Office, Plant,
Machine Shop,
Laboratory Polymer Processing
Equipment
Haan Office and
Machine Shop Polymer Processing
Equipment
Lampertheim Plant Polymer Additives
Italy
Latina Plant Crop, Polymer Additives,
Polymers, Other
Termoli Plant OrganoSilicones
Korea
Kyungki-do Plant Polymer Additives,
OrganoSilicones
Mexico
Altamira Plant*** Polymers
Altamira Plant Polymer Additives, Other
Cuatitlan Plant Polymer Additives,
OrganoSilicones
The Netherlands
Amsterdam Plant Crop
Amsterdam Plant Other
Haarlem Plant Other
Koog aan de Zaan Plant Other
Republic of China
Kaohsiung Plant+ Polymer Additives, Other
Singapore Plant Crop
Singapore Administrative,
Research, Sales
Office* Crop, Polymer Additives,
Polymers,
OrganoSilicones, Other
Switzerland
Meyrin Administrative,
Research, Sales
Office* Crop, Polymer Additives,
OrganoSilicones, Other
Thailand
Mapthaphut Plant* Polymer Additives,
OrganoSilicones
United Kingdom
Accrington Plant** Polymer Additives
Birmingham Office, Plant,
Machine Shop Polymer Processing
Equipment
Droitwich Plant** Polymer Additives
Evesham Research Center Crop
Huddersfield Plant Polymer Additives and
Other
Langley Office* Crop, Polymer Additives,
Polymers, Other
Luton Office, Plant Polymer Processing
Equipment
___________________________
* Facility leased by the Corporation.
** Facility owned by Baxenden Chemicals Limited, which is
53.5% owned by the Corporation.
*** Facility located on property owned by a subsidiary of
GIRSA, the joint venture partner. Uniroyal holds a 49%
interest in ParaTec S.A. de C.V. which owns certain of the
facility's equipment and buildings used for the production
of nitrile rubber.
+ Facility owned by Uniroyal Chemical Taiwan Ltd., which is
80% owned by Uniroyal.
++ Land leased by and facility owned by Uniroyal.
All facilities are considered to be in good operating condition,
well maintained, and suitable for the Corporation's requirements.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is involved in claims, litigation,
administrative proceedings and investigations of various types in
a number of jurisdictions. A number of such matters involve
claims for a material amount of damages and relate to or allege
environmental liabilities, including clean-up costs associated
with hazardous waste disposal sites, natural resource damages,
property damage and personal injury.
Environmental Liabilities. Each quarter, the Corporation
evaluates and reviews estimates for future remediation and other
costs to determine appropriate environmental reserve amounts.
For each site, a determination is made of the specific measures
that are believed to be required to remediate the site, the
estimated total cost to carry out the remediation plan, the
portion of the total remediation costs to be borne by the
Corporation and the anticipated time frame over which payments
toward the remediation plan will occur. The total amount accrued
for such environmental liabilities at December 31, 2000, was
$164.5 million. The Corporation estimates the potential
liabilities to range from $145 million to $182 million at
December 31, 2000. It is reasonably possible that the
Corporation's estimates for environmental remediation liabilities
may change in the future should additional sites be identified,
further remediation measures be required or undertaken, the
interpretation of current laws and regulations be modified or
additional environmental laws and regulations be enacted.
The Corporation and some of its subsidiaries have been
identified by federal, state or local governmental agencies, and
by other potentially responsible parties (a "PRP") under the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, or comparable state statutes, as a PRP
with respect to costs associated with waste disposal sites at
various locations in the United States. Because these
regulations have been construed to authorize joint and several
liability, the EPA could seek to recover all costs involving a
waste disposal site from any one of the PRP's for such site,
including the Corporation, despite the involvement of other
PRP's. In many cases, the Corporation is one of several hundred
PRPs so identified. In a few instances, the Corporation is one
of only a handful of PRP's. In certain instances, a number of
other financially responsible PRP's are also involved, and the
Corporation expects that any ultimate liability resulting from
such matters will be apportioned between the Corporation and such
other parties. In addition, the Corporation is involved with
environmental remediation and compliance activities at some of
its current and former sites in the United States and abroad.
The more significant of these matters are described below.
. Laurel Park -The EPA, the State of Connecticut, and the
Laurel Park Coalition (consisting of Uniroyal and a number of
other parties) have entered into a Consent Decree governing the
design and implementation of the selected remedy for the Laurel
Park site. Remedial construction began at the Laurel Park site
in July 1996, and was completed in 1998. Operation and
maintenance activities at the site are ongoing.
Litigation brought by the Laurel Park Coalition seeking
contribution to the costs from the owner/operators of the site
and later from other identified generator parties has resulted in
substantial recoveries from a number of parties. In December
2000 and January 2001, the United States District Court for the
District of Connecticut issued final judgment allowing recovery
against various municipalities by the Laurel Park Coalition in
the aggregate amount of approximately $1,044,000, and declaring
that the defendants at the Laurel Park site are liable for
certain stated percentages of future response costs. Appeals and
cross-appeals have been filed with the Second Circuit by various
parties to the litigation.
. Vertac - Uniroyal and its Canadian subsidiary, Uniroyal
Chemical Co./Cie (formerly known as Uniroyal Chemical Ltd./Ltee)
were joined with others as defendants in consolidated civil
actions brought in the United States District Court, Eastern
District of Arkansas, Western Division by the United States of
America, the State of Arkansas and Hercules Incorporated
("Hercules"), relating to a Vertac Chemical Corporation site in
Jacksonville, Arkansas. Uniroyal has been dismissed from the
litigation. On May 21, 1997, the Court entered an order finding
that Uniroyal Chemical Co./Cie is jointly and severally liable to
the United States, and finding that Hercules and Uniroyal
Chemical Co./Cie are liable to each other in contribution. On
October 23, 1998, the Court entered an order granting the United
States' motion for summary judgment against Uniroyal Chemical
Co./Cie and Hercules as to the amount of its claimed removal and
remediation costs of $102.9 million at the Vertac site. Trial on
the allocation of these costs as between Uniroyal Chemical
Co./Cie and Hercules was concluded on November 6, 1998, and on
February 3, 2000, the Court entered an Order finding Uniroyal
Chemical Co./Cie liable to the United States for approximately
$2,300,000 and liable to Hercules in contribution for
approximately $700,000. Uniroyal Chemical Co./Cie and Hercules
have each appealed to the United States Court of Appeals for the
Eighth Circuit and a decision is expected in the second quarter
of 2001.
. Elmira, Ontario, Canada - In January 2001, the Corporation
agreed to pay a fine of Cdn$168,000 (approximately US$107,500) to
the Canadian Ministry of the Environment in settlement of an
enforcement action relating to air emissions from the
Corporation's Elmira, Ontario, Canada facility. The Corporation
has instituted corrective measures to better control air
emissions at the facility.
The Corporation intends to assert all meritorious legal
defenses and all other equitable factors which are available to
it with respect to the above matters. The Corporation believes
that the resolution of these matters will not have a material
adverse effect on its consolidated financial position. While the
Corporation believes it is unlikely, the resolution of these
matters could have a material adverse effect on its consolidated
results of operations in any given year if a significant number
of these matters are resolved unfavorably.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information concerning the range of market prices for
the Corporation's Common Stock on the New York Stock Exchange and
the amount of dividends per share paid thereon during the past
two years, set forth in the Notes to Consolidated Financial
Statements on page 36 of the Corporation's 2000 Annual Report to
Stockholders, is incorporated herein by reference.
The number of registered holders of Common Stock of the
Corporation on December 31, 2000, was 6,371.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for the Corporation for each of
its last five fiscal years, set forth under the heading "Five
Year Selected Financial Data" on page 38 of the Corporation's
2000 Annual Report to Stockholders, 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 the Corporation's
financial condition and results of operations, set forth under
the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 10 through 17 of
the Corporation's 2000 Annual Report to Stockholders, is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Market risk and risk management policy is summarized under
the heading "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" on pages 11-12 of the
Corporation's 2000 Annual Report to Stockholders and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Corporation, notes thereto,
and supplementary data, appearing on pages 18 through 38 of the
Corporation's 2000 Annual Report to Stockholders, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information called for by this item concerning directors of
the Corporation is included in the definitive proxy statement for
the Corporation's Annual Meeting of Stockholders to be held on
April 24, 2001, which is to be filed with the Commission pursuant
to Regulation 14A of the Securities Exchange Act of 1934, and
such information is incorporated herein by reference.
The executive officers of the Corporation are as follows:
Vincent A. Calarco, age 58, has served as Chairman, President and
Chief Executive Officer of the Registrant since 1999. Mr.
Calarco served as President and Chief Executive Officer of
Crompton & Knowles from 1985 to 1999, and Chairman of the Board
from 1986 to 1999. Mr. Calarco has been a member of the Board of
Directors of the Registrant since 1999 and was a member of the
Board of Directors of Crompton & Knowles from 1985 to 1999.
Robert W. Ackley, age 59, has served as Executive Vice President,
Polymer Processing Equipment of the Registrant since 1999. Mr.
Ackley served as Vice President, Polymer Processing Equipment, of
Crompton & Knowles from 1998 to 1999 and as President of Davis-
Standard Corporation (prior to 1995, Davis-Standard Division)
since 1983.
Peter Barna, age 57, has served as Senior Vice President and
Chief Financial Officer of the Registrant since 1999. Mr. Barna
served as Senior Vice President and Chief Financial Officer of
Crompton & Knowles in 1999 and as Vice President-Finance of
Crompton & Knowles from 1996 to 1999. Mr. Barna was the
Principal Accounting Officer of Crompton & Knowles from 1986 to
1999 and its Treasurer from 1980 to 1996.
James J. Conway, age 57, has served as Executive Vice President,
Performance Chemicals and Elastomers, of the Registrant since
1999. Mr. Conway served as Vice President, Colors, of Crompton &
Knowles from 1998 to 1999 and President of Crompton & Knowles
Colors Incorporated since 1997. Mr. Conway was Senior Vice
President and General Manager of International Specialty
Products, Inc. from 1992 to 1997.
Brian J. Dick, age 44, has served as Vice President, Finance of
the Registrant since 1999. Mr. Dick served as Vice President,
Finance and Controller of Witco in 1999 and as Vice President and
Controller from 1997 to 1999. Mr. Dick served as Assistant
Controller from 1995 to 1997.
Joseph B. Eisenberg, Ph.D., age 58, has served as Executive Vice
President, Polymer Additives, of the Registrant since 1999. Mr.
Eisenberg served as Vice President, Rubber Chemicals, EPDM and
Nitrile Rubber, of Crompton & Knowles from 1998 to 1999 and as
Executive Vice President, Chemicals & Polymers, of Uniroyal since
1994.
John T. Ferguson II, age 54, has served as Senior Vice President
and General Counsel of the Registrant since 1999 and served as
Secretary of the Registrant from 1999 to 2000. Mr. Ferguson
served as Vice President of Crompton & Knowles from 1996 to 1999,
and General Counsel and Secretary of Crompton & Knowles from 1989
to 1999. Mr. Ferguson served as a member of the Board of
Directors of the Registrant in 1999.
Gerald H. Fickenscher, age 57, has served as Regional Vice
President, Europe, Africa & Middle East of the Registrant since
1999. Mr. Fickenscher served as President, Dyes & Chemicals
International Operations, of Crompton & Knowles from 1994 to
1999.
Mary L. Gum, PhD., age 53, has served as Executive Vice
President, OSi, of the Registrant since 1999. Ms. Gum served as
Vice President of Silanes, OSi, from 1997 to 1999 and as Vice
President of Specialty Fluids, OSi, from 1995 to 1997.
Edward L. Hagen, age 59, has served as Senior Vice President,
Strategy & Development of the Registrant since 2001. Mr. Hagen
served as Regional Vice President-Asia/Pacific of Uniroyal from
1995 to 2001.
Marvin H. Happel, age 61, has served as Senior Vice President,
Organization & Administration of the Registrant since 1999. Mr.
Happel served as Vice President-Organization and Administration
of Crompton & Knowles from 1996 to 1999 and Vice President-
Organization from 1986 to 1996.
Alfred F. Ingulli, age 59, has served as Executive Vice
President, Crop Protection, of the Registrant from 1999. Mr.
Ingulli served as Vice President, Crop Protection, of Crompton &
Knowles from 1998 to 1999 and as Executive Vice President, Crop
Protection of Uniroyal since 1994.
John R. Jepsen, age 45, has served as Vice President and
Treasurer of the Registrant since 1999. Mr. Jepsen served as
Treasurer of Crompton & Knowles from 1998 to 1999. Mr. Jepsen
served with the International Paper Company as Assistant
Treasurer, International from 1996 to 1998 and, prior to that, as
Director of Corporate Finance from 1986 to 1996.
Charles J. Marsden, age 60, Senior Vice President of the
Registrant, has served as Senior Vice President, Strategy &
Development of the Registrant since 1999. Mr. Marsden served as
Senior Vice President, Strategy & Development of Crompton &
Knowles in 1999; Senior Vice President and Chief Financial
Officer from 1996 to 1999; and Vice President-Finance and Chief
Financial Officer from 1985 to 1996.
Walter K. Ruck, age 58, has served as Senior Vice President,
Operations, of the Registrant since 1999. Mr. Ruck has served as
Vice President, Operations, of Uniroyal since 1998; and served as
Vice President, Manufacturing, of Uniroyal from 1997 to 1998. He
served as Regional Vice President, Americas of Uniroyal from 1995
to 1997 and Regional Vice President of Uniroyal from 1994 to
1995.
Barry J. Shainman, age 58, has served as Secretary of the
Registrant since 2000 and has served as Assistant General Counsel
of the Registrant since 1999. Mr. Shainman served as Secretary
of Uniroyal from 1998 to 2000 and has served as Senior Corporate
Counsel of Uniroyal since 1990.
William A. Stephenson, age 53, has served as Executive Vice
President, Urethanes and Petroleum Additives, of the Registrant
since 1999. Mr. Stephenson served as Vice President, Specialty
Additives and Urethanes, of Crompton & Knowles from 1998 to 1999
and has served as Executive Vice President, Specialties of
Uniroyal since 1994.
Michael F. Vagnini, age 44, has served as Corporate Controller of
the Registrant since 1999 and as Corporate Controller of Crompton
& Knowles from 1998 to 1999. Mr. Vagnini has served as Corporate
Controller of Uniroyal since 1995.
The term of office of each of the above-named executive
officers is until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until the
election and qualification of his or her successor.
There is no family relationship between any of such
officers, and there is no arrangement or understanding between
any of them and any other person pursuant to which any such
officer was selected as an officer.
ITEM 11. EXECUTIVE COMPENSATION
Information called for by this item is included in the
definitive proxy statement for the Corporation's Annual Meeting
of Stockholders to be held on April 24, 2001, which is to be
filed with the Commission pursuant to Regulation 14A, and such
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information called for by this item is included in the
definitive proxy statement for the Corporation's Annual Meeting
of Stockholders to be held on April 24, 2001, which is to be
filed with the Commission pursuant to Regulation 14A, and such
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information called for by this item is included in the
definitive proxy statement for the Corporation's Annual Meeting
of Stockholders to be held on April 24, 2001, which is to be
filed with the Commission pursuant to Regulation 14A, and such
information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial statements and Independent Auditors'
Report, as required by Item 8 of this form, which
appear on pages 18 through 37 of the Corporation's
2000 Annual Report to Stockholders and are
incorporated herein by reference:
(i) Consolidated Statements of Operations for the
fiscal years ended 2000, 1999, and 1998;
(ii) Consolidated Balance Sheets for the fiscal
years ended 2000 and 1999;
(iii) Consolidated Statements of Cash Flows for the
fiscal years ended 2000, 1999, and 1998;
(iv) Consolidated Statements of Stockholders' Equity
[Deficit] for the fiscal years ended 2000, 1999
and 1998;
(v) Notes to Consolidated Financial Statements; and
(vi) Independent Auditors' Report of KPMG LLP.
2. Independent Auditors' Report and Consent, and
Financial Statement Schedule II, Valuation and
Qualifying Accounts, required by Regulation S-X.
Pages S-1 and S-2 hereof.
3. The following exhibits are either filed herewith or
incorporated herein by reference to the respective
reports and registration statements identified in the
parenthetical clause following the description of the
exhibit:
Exhibit No. Description
2.0 Agreement and Plan of Reorganization dated as of May
31, 1999, by and among Crompton & Knowles Corporation,
Park Merger Co. and Witco Corporation (incorporated by
reference to Appendix A to the Joint Proxy Statement-
Prospectus dated July 28, 1999, as part of the
Registrant's Registration Statement on Form S-4,
Registration No. 333-83901, dated July 28, 1999 ("Joint
Proxy Statement- Prospectus S-4 Registration
Statement")).
2.1 Amendment No. 1 to Agreement and Plan of Reorganization
dated as of July 27, 1999, by and among Crompton &
Knowles Corporation, CK Witco Corporation (formerly
known as Park Merger Co.) and Witco Corporation
(incorporated by reference to Appendix A-1 to the Joint
Proxy Statement-Prospectus S-4 Registration Statement).
2.2 Agreement and Plan of Merger dated April 30, 1996, by
and among Crompton & Knowles, Tiger Merger Corp. and
Uniroyal Chemical Corporation ("UCC") (incorporated by
reference to Exhibit 2 to the Crompton & Knowles Form
10-Q for the period ended March 31, 1996).
2.3 Acquisition Agreement dated November 29, 1999, by and
among Yorkshire Group PLC, Yorkshire Americas, Inc., as
Purchasers and CK Witco Corporation, Crompton & Knowles
Europe S.P.R.L., Uniroyal Chemical European Holdings
B.V. and Crompton & Knowles Colors Incorporated, as
Sellers (incorporated by reference to Exhibit 2.3 of the
Registrant's Form 10-K for the fiscal year ended
December 31, 1999 ("1999 Form 10-K")).
2.4 Limited Liability Company Agreement by and between
Gustafson, Inc. and Trace Chemicals, Inc., effective as
of September 23, 1998, (incorporated by reference to
Exhibit 2.1 to the Crompton & Knowles Form 8-K/A dated
January 21, 1999 ("Form 8-K/A")).
2.5 First Amendment to Limited Liability Company Agreement
by and among GT Seed Treatment Inc. (f/k/a Gustafson,
Inc.), Ecart Inc. (f/k/a Trace Chemicals, Inc.) and
Bayer Corporation, dated as of November 20, 1998,
(incorporated by reference to Exhibit 2.2 to Form 8-
K/A).
2.6 Purchase Agreement by and among the Crompton & Knowles,
Uniroyal, Trace Chemicals, Inc. and Gustafson, Inc. as
Sellers, and Bayer Corporation, as Purchaser, and
Gustafson LLC, as the Company, dated as of November 20,
1998, (incorporated by reference to Exhibit 2.3 to Form
8-K/A).
2.7 Purchase Agreement by and between Uniroyal Chemical
Co./Cie and Bayer Inc., effective as of November 20,
1998, (incorporated by reference to Exhibit 2.4 to Form
8-K/A).
2.8 Partnership Agreement of Gustafson Partnership by and
between Uniroyal Chemical Co./Cie and Bayer Inc.,
effective as of November 20, 1998, (incorporated by
reference to Exhibit 2.5 to Form 8-K/A).
2.9 Joint Venture Agreement and Shareholders Agreement dated
September 18, 1998, by and between Uniroyal and GIRSA
S.A. de C.V. (incorporated by reference to Exhibit 2.6
to the Crompton & Knowles Form 10-K for the fiscal year
ended December 26, 1998 ("1998 Form 10-K")).
2.10 Stock Purchase Agreement dated as of December 8, 1998,
by and among Crompton & Knowles and Ingredient
Technology Corporation, as Sellers, and Chr. Hansen
Inc., as Purchaser (incorporated by reference to
Exhibit 2.7 to the 1998 Form 10-K).
3(i) Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Appendix H to the Joint
Proxy Statement-Prospectus S-4 Registration Statement).
3(ii) By-laws of the Registrant (incorporated by reference to
Exhibit 3.02 to the Joint Proxy Statement-Prospectus S-4
Registration Statement).
4.1 Rights Agreement dated as of September 2, 1999, by and
between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by
reference to Form 8-A dated September 28, 1999).
4.2 Form of Indenture, dated as of February 8, 1993, among
Uniroyal and State Street Bank and Trust Company, as
Trustee, relating to the 10 1/2% Notes, including form of
securities (incorporated by reference to Exhibit 4.1 to
the Registration Statement on UCC Form S-1, Registration
No. 33-45296 and 33-45295 ("UCC Form S-1, Registration
No. 33-45296/45295")).
4.3 Form of First Supplemental Indenture, dated as of
December 9, 1998, among UCC, as Issuer, Uniroyal, as
successor to the Issuer, and State Street Bank and Trust
Company, as Trustee, relating to the 10 1/2% Senior Notes
due 2002 (incorporated by reference to Exhibit 4.4 to
Form 10-K for the fiscal year ended December 26, 1998).
4.4 Form of Second Supplemental Indenture, dated as of
December 6, 1999, among UCC, as Issuer, Uniroyal, as
successor to the Issuer, and State Street Bank & Trust
Company, as Trustee, relating to the 10 1/2% Senior
Notes due 2002 (incorporated by reference to Exhibit
4.18 to the 1999 Form 10-K).
4.5 Form of $600 Million 364-Day Credit Agreement dated as
of October 28, 1999, by and among the Registrant,
certain subsidiaries of the Registrant, various banks,
The Chase Manhattan Bank, as Syndication Agent,
Citibank, N.A., as Administrative Agent and Bank of
America, N.A. and Deutsche Bank Securities Inc., as Co-
Documentation Agents (incorporated by reference to
Exhibit 4.1 to the 10-Q for the quarter ended September
30, 1999 ("September 30, 1999 10-Q")).
4.6 First Amendment dated as of October 26, 2000, to the
$600 Million 364-Day Credit Agreement dated as of
October 28, 1999, by and among the Registrant, certain
subsidiaries of the Registrant, various banks, The Chase
Manhattan Bank, as Syndication Agent, Citibank, N.A., as
Administrative Agent and Bank of America, N.A. and
Deutsche Bank Securities Inc., as Co-Documentation
Agents (filed herewith*).
4.7 Form of $400 Million Five-Year Credit Agreement dated as
of October 28, 1999, by and among the Registrant,
certain subsidiaries of the Registrant, various banks,
The Chase Manhattan Bank, as Syndication Agent,
Citibank, N.A., as Administrative Agent and Bank of
America, N.A. and Deutsche Bank Securities Inc., as Co-
Documentation Agents (incorporated by reference to
Exhibit 4.2 to the September 30, 1999 10-Q).
4.8 Form of Indenture, dated as of March 1, 2000, by and
between the Registrant and Citibank, N.A., relating to
$600 Million of 8 1/2% Senior Notes due 2005, including
as Annex A thereto, Form of Senior Note Pledge Agreement
by and among the Registrant, certain foreign
subsidiaries of the Registrant, and Citibank, N.A., as
Collateral Agent (incorporated by reference to Exhibit
4.13 of the 1999 Form 10-K).
4.9 Form of Purchase Agreement, dated as of March 2, 2000,
by and among the Registrant, as Seller, and Merrill
Lynch, ABN AMRO Incorporated, Banc of America Securities
LLC, Chase Securities Inc., Deutsche Bank Securities
Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc.
(together, the "Initial Purchasers"), relating $600
Million of 8 1/2% Senior Notes due 2005 (incorporated by
reference to Exhibit 4.14 of the 1999 Form 10-K).
4.10 Form of Indenture, dated as of February 1, 1993, by and
between Witco and the Chase Manhattan Bank, N.A., as
Trustee, relating to Witco's 6.60% Notes due 2003, 7.75%
Debentures due 2023, 6 1/8% Notes due 2006 and 6 7/8%
Debentures due 2026, including form of securities
(incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement on Form S-3,
Registration No. 33-58066, filed March 19, 1993).
4.11 Form of First Supplemental Indenture, dated February 1,
1996, by and among Witco, Chase Manhattan Bank, N.A.,
the Initial Trustee, and Fleet National Bank of
Connecticut, the Note Trustee, relating to Witco's 6
1/8% Notes due 2006 and 6 7/8% Notes due 2026
(incorporated by reference to Registration Statement on
Form S-3, Registration Number 33-65203, filed January
25, 1996).
4.12 Form of $600 Million of 8.50% Senior Notes due 2005,
dated June 9, 2000, registered for public trading with
the U.S. Securities and Exchange Commission and issued
in exchange for identical securities sold in March 2000,
which were not registered for public trading
(incorporated by reference to Exhibit 4 of the
Registrant's Form 10-Q for the quarter ended June 30,
2000).
10.1+ Summary of the Management Incentive Bonus Plan
for selected key management personnel (incorporated by
reference to Exhibit 10(m) to the Crompton & Knowles
Form 10-K for the fiscal year ended December 27, 1980).
10.2+ Supplemental Medical Reimbursement Plan (incorporated
by reference to Exhibit 10(n) to the Crompton & Knowles
Form 10-K for the fiscal year ended December 27, 1980).
10.3+ Supplemental Dental Reimbursement Plan (incorporated by
reference to Exhibit 10(o) to the Crompton & Knowles
Form 10-K for the fiscal year ended December 27, 1980).
10.4+ Employment Agreement dated February 22, 1988, between
Crompton & Knowles and Vincent A. Calarco
(incorporated by reference to Exhibit 10(j) to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 26, 1987).
10.5+ Form of Employment Agreement entered into in 1988, 1989,
1992, 1994, 1996 and 1998 between Crompton & Knowles or
one of its subsidiaries and ten of the executive
officers of Crompton & Knowles (incorporated by
reference to Exhibit 10(k) to the Crompton & Knowles
Form 10-K for the fiscal year ended December 26, 1987).
10.6+ Form of Employment Agreement dated as of August 21,
1996, between a subsidiary of the Registrant and three
executive officers of the Registrant (incorporated by
reference to Exhibit 10.28 to the UCC/Uniroyal Form 10-K
for the fiscal year ended September 28, 1996).
10.7+ Amended Supplemental Retirement Agreement dated October
18, 1995, between Crompton & Knowles and Vincent A.
Calarco (incorporated by reference to Exhibit 10(i) to
the Crompton & Knowles Form 10-K for the fiscal year
ended December 30, 1995).
10.8+ Form of Amended Supplemental Retirement Agreement dated
October 18, 1995, between Crompton & Knowles and three
of its executive officers (incorporated by reference to
Exhibit 10(j) to the Crompton & Knowles Form 10-K for
the fiscal year ended December 30, 1995).
10.9+ Form of Supplemental Retirement Agreement dated October
18, 1995, between Crompton & Knowles and five of its
executive officers (incorporated by reference to
Exhibit 10(k) to the Crompton & Knowles Form 10-K for
the fiscal year ended December 30, 1995).
10.10+ Form of Supplemental Retirement Agreement dated as of
August 21, 1996, between a subsidiary of the Registrant
and two executive officers of the Registrant
(incorporated by reference to Exhibit 10.29 to the
UCC/Uniroyal Form 10-K for the fiscal year ended
September 28, 1996).
10.11+ Form of Supplemental Retirement Agreement dated as of
August 21, 1996, between a subsidiary of the Registrant
and two executive officers of the Registrant
(incorporated by reference to Exhibit 10.30 to the
UCC/Uniroyal Form 10-K for the fiscal year ended
September 28, 1996).
10.12+ Supplemental Retirement Agreement Trust Agreement dated
October 20, 1993, between Crompton & Knowles and Shawmut
Bank, N.A. (incorporated by reference to Exhibit 10(l)
to the Crompton & Knowles Form 10-K for the fiscal year
ended December 25, 1993).
10.13+ Amended Benefit Equalization Plan dated October 20, 1993
(incorporated by reference to Exhibit 10(m) to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 25, 1993).
10.14+ Amended Benefit Equalization Plan Trust Agreement dated
October 20, 1993, between Crompton & Knowles and Shawmut
Bank, N.A. (incorporated by reference to Exhibit 10(n)
to the Crompton & Knowles Form 10-K for the fiscal year
ended December 25, 1993).
10.15+ Amended 1988 Long Term Incentive Plan (incorporated by
reference to Exhibit 10(o) to the Crompton & Knowles
Form 10-K for the fiscal year ended December 25, 1993).
10.151+ Amendment No. 4 to 1988 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.171 to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 28, 1996).
10.152+ Form of Instrument of Amendment to 1988 Long Term
Incentive Plan approved January 30, 2001, effective as
of January 1, 2001 (filed herewith*).
10.16 Trust Agreement dated as of May 15, 1989, between
Crompton & Knowles and Shawmut Worcester County Bank,
N.A. and First Amendment thereto dated as of February 8,
1990 (incorporated by reference to Exhibit 10(w) to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 30, 1989).
10.17+ Form of 1992 - 1994 Long Term Performance Award
Agreement (incorporated by reference to Exhibit 10(y)
to the Crompton & Knowles Form 10-K for the fiscal year
ended December 28, 1991).
10.18+ Restricted Stock Plan for Directors of Crompton &
Knowles approved by the stockholders on April 9, 1991
(incorporated by reference to Exhibit 10(z) to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 28, 1991).
10.19+ Amended 1993 Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.21
to the Crompton & Knowles Form 10-K for the fiscal year
ended December 26, 1998).
10.20+ UCC Purchase Right Plan, as amended and restated as of
March 16, 1995 (incorporated by reference to Exhibit
10.1 to the UCC Form 10-Q for the period ended April 2,
1995 ("UCC April 1995 Form 10-Q")).
10.21+ UCC 1993 Stock Option Plan (incorporated by reference
to Exhibit 28.1 to UCC's Registration Statement No.
33-62030 on Form S-8, filed on May 4, 1993).
10.22+ Form of Amendment No. 2 to the UCC 1993 Stock Option
Plan (incorporated by reference to Exhibit 10.2 to the
UCC April 1995 Form 10-Q).
10.23+ Form of Executive Stock Option Agreement, dated as of
November 15, 1993 (incorporated by reference to
Exhibit 10.22 to the UCC 1994 Form 10-K).
10.24+ Form of Amended and Restated 1996 - 1998 Long Term
Performance Award Agreement entered into in 1996 between
Crompton & Knowles or one of its subsidiaries and
thirteen of the executive officers of Crompton & Knowles
(incorporated by reference to Exhibit 10.27 to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 27, 1997).
10.25 Second Amended and Restated Lease Agreement between the
Middlebury Partnership, as Lessor, and Uniroyal, as
Lessee, dated as of August 28, 1997 (incorporated by
reference to Exhibit 10 to the UCC/Uniroyal 10-Q for the
quarter ended September 27, 1997) .
10.260 Form of Receivables Sale Agreement, dated as of December
11, 1998, by and among Crompton & Knowles, as Initial
Collection Agent, Crompton & Knowles Receivables
Corporation, as Seller, ABN AMRO Bank N.V., as Agent,
the Enhancer, and the Liquidity Provider, and Windmill
Funding Corporation (incorporated by reference to
Exhibit 10.291 to the Crompton & Knowles Form 10-K for
the fiscal year ended December 26, 1998).
10.261 Amendment Number 1 dated as of December 10, 1999, to
Receivables Sale Agreement, dated as of December 11,
1998, by and among CK Witco Corporation (as successor by
merger to Crompton & Knowles), as Initial Collection
Agent, Crompton & Knowles Receivables Corporation, as
Seller, ABN AMRO Bank N.V., as Agent, the Enhancer and
the Liquidity Provider, and Windmill Funding Corporation
(filed herewith*).
10.262 Amendment Number 2 dated as of November 20, 2000, to
Receivables Sale Agreement, dated as of December 11,
1998, by and among the Registrant (as successor by
merger to Crompton & Knowles), as Initial Collection
Agent, Crompton & Knowles Receivables Corporation, as
Seller, ABN AMRO Bank N.V., as Agent, the Enhancer and
the Liquidity Provider, and Windmill Funding Corporation
(filed herewith*).
10.263 Amendment Number 3 dated as of February 1, 2001, to
Receivables Sale Agreement, dated as of December 11,
1998, by and among the Registrant (as successor by
merger to Crompton & Knowles), as Initial Collection
Agent, Crompton & Knowles Receivables Corporation, as
Seller, ABN AMRO Bank N.V., as Agent, the Enhancer and
the Liquidity Provider, and Windmill Funding Corporation
(filed herewith*).
10.264 Form of Receivables Purchase Agreement, dated as of
December 11, 1998, by and among Crompton & Knowles, as
Initial Collection Agent, and certain of its
subsidiaries, as Sellers, Crompton & Knowles
Receivables Corporation, as Buyer, and ABN AMRO Bank
N.V., as Agent (incorporated by reference to Exhibit
10.292 to the Crompton & Knowles Form 10-K for the
fiscal year ended December 26, 1998).
10.265 Amendment Number 1 dated as of December 9, 1999, to the
Receivables Purchase Agreement, dated as of December 11,
1998, by and among CK Witco Corporation (as successor by
merger to Crompton & Knowles), as Initial Collection
Agent, and certain of its subsidiaries, as Sellers,
Crompton & Knowles Receivables Corporation, as Buyer,
and ABN AMRO Bank N.V., as Agent (filed herewith*).
10.266 Amendment Number 2 dated as of November 20, 2000, to the
Receivables Purchase Agreement, dated as of December 11,
1998, by and among the Registrant (as successor to
Crompton & Knowles), as Initial Collection Agent, and
certain of its subsidiaries, as Sellers, Crompton &
Knowles Receivables Corporation, as Buyer, and ABN AMRO
Bank N.V., as Agent (filed herewith*).
10.267 Amendment Number 3 dated as of February 1, 2001, to the
Receivables Purchase Agreement dated as of December 11,
1998, by and among the Registrant (as successor to
Crompton & Knowles), as Initial Collection Agent, and
certain of its subsidiaries, as Sellers, Crompton &
Knowles Receivables Corporation, as Buyer, and ABN AMRO
Bank N.V., as Agent (filed herewith*).
10.268 Form of Receivables Purchase Agreement, dated as of June
10, 1999, by and among Witco Funding Corporation, as
Seller, CIESCO L.P., as Investor, Citibank, N.A., as
the Initial Bank, Citicorp North America, Inc., as
Agent, and Witco, as Collection Agent and Originator
(incorporated by reference to Exhibit 10.263 to the 1999
Form 10-K).
10.269 Purchase and Contribution Agreement, dated as of June
10, 1999, by and between Witco, as Seller, and Witco
Funding Corporation, as Purchaser (incorporated by
reference to Exhibit 10.264 to the 1999 Form 10-K).
10.27+ Crompton & Knowles Corporation (n/k/a Crompton
Corporation) 1998 Long Term Incentive Plan (incorporated
by reference to Exhibit 10.2 to the Crompton & Knowles
Form 10-Q for the quarter ended June 26, 1999).
10.28+ Amendment to the Crompton & Knowles (n/k/a Crompton
Corporation) 1998 Long Term Incentive Plan (incorporated
by reference to page 12 of the Joint Proxy-Statement
Prospectus S-4 Registration Statement).
10.29+ Amended and Restated Employment Agreement by and between
Crompton & Knowles and Vincent A. Calarco dated May 31,
1999 (incorporated by reference to Exhibit 10.1 to the
Crompton & Knowles Form 10-Q for the quarter ended June
26, 1999).
10.30+ Supplemental Retirement Agreement dated March 22, 1999,
by and between Crompton & Knowles and Vincent A. Calarco
(incorporated by reference to Exhibit 10.1 to the
Crompton & Knowles Form 10-Q for the quarter ended March
27, 1999).
10.31+ Form of Supplemental Retirement Agreement dated as of
March 22, 1999, by and between Crompton & Knowles and
six of its executive officers (incorporated by reference
to Exhibit 10.2 to the Crompton & Knowles Form 10-Q for
the quarter ended March 27, 1999).
10.32+ Form of Merger Synergy Restricted Stock Agreement, dated
as of October 19, 1999, by and between the Registrant
and various of its executive officers (incorporated by
reference to Exhibit 10.32 to the 1999 Form 10-K).
10.33+ Form of 1999-2001 Long Term Performance Award Agreement,
dated as of February 1, 1999, by and between the
Registrant and various of its executive officers
(incorporated by reference to Exhibit 10.33 of the 1999
Form 10-K).
10.34+ Form of 2000-2002 Long Term Performance Award Agreement,
dated as of February 24, 2000, by and between the
Registrant and various of its executive officers
(incorporated by reference to Exhibit 10.34 of the 1999
Form 10-K).
10.35+ Form of Supplemental Retirement Agreement, dated as of
October 21, 1999, by and between the Registrant and
various of its executive officers (incorporated by
reference to Exhibit 10.35 of the 1999 Form 10-K).
13 2000 Annual Report to Stockholders of the Registrant.
(Not to be deemed filed with the Securities and Exchange
Commission except those portions expressly incorporated
by reference into this report on Form 10-K.) (filed
herewith*).
21 Subsidiaries of the Registrant (filed herewith*).
23 Consent of independent auditors. (See Item 14(a)2
herein.) (filed herewith*).
24 Power of attorney from directors and executive officers
of the Registrant authorizing signature of this report.
(Original on file at principal executive offices of
Registrant.) (filed herewith*).
27 Financial data schedule for the fiscal year ended
December 31, 2000 (filed herewith*).
* Copies of these Exhibits are annexed to this report on Form
10-K provided to the Securities and Exchange Commission and the
New York Stock Exchange.
+ This Exhibit is a compensatory plan, contract or arrangement
in which one or more directors or executive officers of the
Registrant participate.
(b) Reports on Form 8-K filed in fourth quarter 2000
During the fiscal fourth quarter of 2000, the Registrant did
not file a Current Report on Form 8-K.
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.
CROMPTON CORPORATION
(Registrant)
Date: March 28, 2001
By: /s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial 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 date indicated.
Name Title
Vincent A. Calarco* Chairman of the Board, President,
and Director (Principal Executive
Officer)
Peter Barna* Senior Vice President
(Chief Financial Officer)
Michael F. Vagnini* Corporate Controller
(Principal Accounting Officer)
Robert A. Fox* Director
Roger L. Headrick* Director
Leo I. Higdon, Jr.* Director
Harry G. Hohn* Director
C. A. Piccolo* Director
Bruce F. Wesson* Director
Patricia K. Woolf* Director
Date: March 28, 2001 *By:/s/Peter Barna
Peter Barna
as attorney-in-fact
Independent Auditors' Report and Consent
The Board of Directors and Stockholders
Crompton Corporation:
Under date of February 1, 2001, we reported on the consolidated
balance sheets of Crompton Corporation and subsidiaries (the
Company) as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the years in the three-year
period ended December 31, 2000, which are incorporated by
reference in this Form 10-K. In connection with our audits of
the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule
included in this Form 10-K. This financial statement schedule is
the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial
statement schedule based on our audit.
In our opinion, such 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.
We consent to the incorporation by reference in the registration
statements (Nos. 33-21246, 33-42280, 33-67600, 333-62429 and
333-87035) on Form S-8 of Crompton Corporation of our report,
dated February 1, 2001, relating to the consolidated balance
sheets of Crompton Corporation and subsidiaries as of December
31, 2000 and 1999, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for
each of the years in the three-year period ended December 31,
2000, which report is incorporated by reference in the December
31, 2000 Annual Report on Form 10-K of Crompton Corporation.
/s / KPMG LLP
Stamford, Connecticut
March 28, 2001
S - 1
Schedule II
CROMPTON CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands of dollars)
Additions
Balance at charged to Balance
beginning costs and Adjustments at end
of year expenses Recurring Other of year
Fiscal Year ended December 31, 2000:
Allowance for doubtful accounts
$ 23,356 $ 3,773 $ (4,995)(1) $ 0 $ 22,134
Accumulated amortization of cost in
excess of acquired net assets
49,403 26,465 (155)(2) (1,917)(4) 73,796
Accumulated amortization of other
intangible assets
135,539 12,805 (98)(2) 142(4) 148,388
Fiscal Year ended December 31, 1999:
Allowance for doubtful accounts
$ 9,768 $ 3,937 $ (5,206)(1) $ 14,857(5) $ 23,356
Accumulated amortization of cost in
excess of acquired net assets
44,647 12,382 (939)(2) (6,687)(4) 49,403
Accumulated amortization of other
intangible assets
120,860 15,078 (232)(2) (167)(4) 135,539
Fiscal Year ended December 26, 1998:
Allowance for doubtful accounts
$ 8,708 $ 5,209 $ (3,742)(1) $ (407)(3) $ 9,768
Accumulated amortization of cost in
excess of acquired net assets
42,243 7,022 (572)(2) (4,046)(3) 44,647
Accumulated amortization of other
intangible assets
123,262 14,122 743 (2) (17,267)(3) 120,860
(1) Represents accounts written off as uncollectible (net of recoveries),
and the translation effect of accounts denominated in foreign
currencies.
(2) Represents the translation effect of intangible assets denominated
in foreign currencies.
(3) Represents primarily disposition of the Gustafson seed treatment business.
(4) Represents primarily intangible asset retirements.
(5) Represents primarily the acquisition of Witco Corporation.
S - 2