ITEM 1 -- BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
The Company is a global manufacturer and marketer of specialty chemical and petroleum products for use in a wide variety of industrial and consumer applications. Most of the Company's products are sold to industrial customers for use as additives and intermediates which impart particular characteristics to such customers' end products. Established in 1920, at December 31, 1995, the Company had 8,053 employees worldwide.
The Company's operations are divided between three business segments: Chemical, OSi Specialties and Petroleum which are described in Section (c) below.
In 1992, the Company completed the acquisition of the Industrial Chemicals and Natural Substances divisions of Schering AG Berlin (the 'Schering Acquisition'). As a result of the acquisition, the Company's international presence expanded with the addition of a large chemical manufacturing base in Germany and operations in Spain, the United Kingdom, France and Italy.
On October 19, 1995, Witco completed the acquisition of OSi Specialties Holding Company ('OSi Specialties' or 'OSi'), an entity engaged in the manufacture of silicone surfactants, amine catalysts, organofunctional silanes and specialty fluids and the operation of manufacturing and blending facilities in West Virginia, Europe, South America and Asia.
In 1995, the Company completed the disposition of its Battery Parts and Carbon Black operations. These dispositions completed the Company's previously announced plan to dispose of all of the businesses of the Company's Diversified Products segment.
In September 1995, the Company announced its intention to dispose of all of the businesses in the Lubricants portion of its Petroleum segment. The Company anticipates completing this disposition by mid-1996.
Witco Corporation was incorporated in 1958 under the laws of Delaware 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. Its executive offices are located at One American Lane, Greenwich, Connecticut 06831-2559, telephone (203) 552-2000.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Reference is made to Note 15 of Notes to Financial Statements. See Item 8 -- Financial Statements and Supplementary Data following Part IV of this report.
(C) NARRATIVE DESCRIPTION OF BUSINESS
The Company's operations are divided between three business segments: Chemical, OSi Specialties and Petroleum Products.
Chemical Products
Oleochemicals/Surfactants
Witco offers one of the broadest lines of surfactants and oleochemicals in the chemical industry, providing 'one-stop shopping' for its customers on a global basis. These products are sold to a range of industries, including cosmetics and pharmaceuticals; personal care, soap and detergent; agricultural; rubber; food; paint and protective coatings; and textile. Surfactants change the surface tension of liquids. They include agricultural emulsifiers, which are used to break up pesticides into small particles, thereby increasing dispersion and improving penetration, and food emulsifiers, which impart particular characteristics (such as consistency) to certain foods. In addition, surfactants are used in personal care products, fabric softeners, and detergents to improve penetration and cleaning capability. These products complement those offered by the Petroleum Specialties Group of the Company's Petroleum
Products segment in this area. Oleochemicals are derived from natural fats and oils, and include fatty acids, fatty amines, esters and glycerines. Oleochemicals modify surfaces either as direct lubricants, or as components of ingredients that modify surfaces. Examples of their diverse applications include acting as lubricants in plastics; imparting mold release features for the rubber industry; and acting as curing systems for rubber. The Company is a worldwide producer of cationic and amphoteric surfactant products. These materials are major ingredients in fabric softener, hair conditioner and other personal care products.
Polymer Additives
Witco is a worldwide supplier of additives and catalysts for the polymer industry. It manufactures stabilizers, lubricants, plasticizers, and peroxide catalysts used in the manufacture of polyvinyl chloride (PVC) resin for such applications as pipes, fittings, siding and packaging materials. The Company is also a supplier of lubricants, antioxidants, and peroxide catalysts to polyolefin/polystyrene manufacturers. These resins are used extensively in a broad spectrum of applications ranging from packaging film to small appliance housings. The Company is a European producer of aluminum alkyls, used as co- catalysts in the production of polyolefins (including polyethylene and polypropylene, which are among the world's largest volume plastics used in packaging, cars, furniture, and appliances) and produces organotin compounds for the production of PVC stabilizers and biocides for marine paints.
Resins
The Resins Group, based in Germany, serves Witco's diverse global customer base for polyurethane intermediates, coatings, and epoxy resins and hardeners. It encompasses Witco's U.S.-based polyurethane intermediates businesses and epoxy resins, hardeners and polyurethanes manufacturing and marketing operations in the U.K., France, Germany, Italy, and Denmark.
Witco has been developing water-based polyurethanes to replace higher volatile organic compound solvent-based systems. This has increased the number of new products and Witco's market share among multi-product customers. Witco is conducting an effort to develop technical applications for these products in new markets. Examples include new water-based textile coatings and a patented dimethyl pyrazol (DMP) polyurethane for anti-corrosive coatings developed in the U.K., polyurethane systems for footwear developed in France for manufacturers in Asia and South America, low-fogging polyesters for the European and Asian markets, water-based epoxy resins and hardeners and polyurethane dispersions worldwide.
Worldwide, footwear, adhesives, and coatings are believed to offer significant new business potential for customers with both epoxy resin and polyurethane needs. To meet these needs, Witco is investing in capacity expansions at plants worldwide.
Customers
The Company markets its specialty chemical products directly through its own sales force and through an organized distribution program to more than 6,000 customers in the United States and more than 80 foreign countries operating in a broad range of industries. Its chemical business is not dependent upon any single customer or a few customers. During the year ended December 31, 1995, no customer accounted for more than 4 1/2% of Chemical Segment sales, and sales to the ten largest customers accounted for approximately 15% of Chemical Segment sales.
Competition
Competition in the Company's specialty chemicals business is based primarily on product consistency, quality and performance, customer service, and the technological resources necessary to develop and deliver new products that meet customer needs. Several factors constitute barriers to entry for new participants in many of the Company's markets: the need to make significant capital and research and development expenditures; the need for an extensive distribution network; the high level of expertise needed to solve technical problems for customers; manufacturing and product formulation
knowledge; the lengthy product development process and customers' general aversion to contracting with unproven suppliers of specialty chemical products. Competition is fragmented, with no one competitor offering products across all of the Company's chemical product lines.
OSi Specialties
OSi Specialties, a wholly-owned subsidiary of the Company acquired in October 1995, manufactures and sells over 500 silicone-based chemical intermediate products to manufacturers of fiberglass, reinforced plastics, polyurethane foam, textiles, coatings, automotives, adhesives, rubber, pharmaceuticals, thermoplastics, sealants and agricultural, electrical and personal care products throughout the world. In 1958, OSi 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. OSi was also a pioneer in the silanes industry, and was instrumental in developing key technology for the reinforcement of plastics.
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. Examples of OSi's products include catalysts, surfactants, coupling agents, process aids and other silicone-based specialty chemicals. Catalysts promote the process of urethane foam and polymer formation. Surfactants promote the mixing of reactants, control cell size and stabilize urethane foam. Surfactants also serve as wetting agents in a broad spectrum of applications and are used in personal care products (hair conditioning) and coatings (for flow control and leveling). Coupling agents bond inorganic and organic materials and enhance the physical, mechanical and adhesion properties of a variety of products, including fiberglass, sealants, rubber and coatings. Process aides include foam control agents, which inhibit foam formation or reduce foam in such diverse applications as antacid tablets, fountain soda and pulp and paper processing.
Raw Materials
The principal raw materials for the OSi Specialties Segment's products are trichlorosilane, polyether fluids and dimethyl siloxane hydrolyzate. The Segment purchases, in the aggregate, more than 50% of its raw materials from Dow Corning Corporation and Union Carbide Corporation under various long-term agreements expiring from 1998 to 2000. The Segment purchases other raw materials from a variety of domestic and international suppliers, and these products are readily available from other suppliers.
Customers
The Company markets its OSi Specialties products through direct distribution using a trained sales force, and through distributor sales in the United States and foreign locations. Since the acquisition, no customer accounted for more than 14.2% of OSi Specialties Segment sales, and sales to the ten largest customers accounted for approximately 38.8% of OSi Specialties Segment sales.
Competition
The OSi Specialties Segment faces relatively few direct silicone competitors. Competition is based primarily on product consistency, quality and performance, customer service and the technological resources necessary to develop and deliver new products that meet customer needs. Several factors constitute barriers to entry in many of the OSi Specialties Segment's markets: the need to make significant capital and research and development expenditures; the need for an extensive distribution network; the high level of expertise needed to solve technical problems for customers; manufacturing and product formulation knowledge; and the lengthy product development process and customers' general aversion to contracting with unproven suppliers of specialty chemical products.
Petroleum Products
Petroleum Specialties
Witco is an important manufacturer and marketer of white mineral oils, petrolatums, refrigeration oils and telecommunication cable filling compounds, as well as natural and synthetic petroleum sulfonates. White mineral oils and petrolatums are extensively refined, high purity petroleum products suitable for food grade, pharmaceutical and cosmetic applications. They are inert and non-reactive, and impart emolliency, moisture resistance, lubrication and insulation properties. These products are marketed in coordination with the Oleochemicals/Surfactants Group of the Company's Chemical Segment. In addition to personal care and food applications, white mineral oils and petrolatums are used in plastics, agriculture, textiles and chemical processing. Petroleum sulfonates are oil soluble, surface active agents derived from both synthetic and natural petroleum feedstocks. They provide properties of emulsification, dispersion, wetting of solids, and rust and corrosion inhibition, and are used in lubricant additives and metalworking fluids. The Company is also a supplier of fully refined, FDA-quality microcrystalline waxes, which are primarily used in paper lamination and packaging applications including cheese coatings.
Lubricants
The Company produces motor oils and lubricants which it sells under the Kendall and Amalie brand names. Kendall and Amalie brand products are sold worldwide through a network of over 300 warehouse distributors. Kendall and Amalie brand products are also sold directly to large national accounts domestically. In addition, Witco is the largest domestic private label grease manufacturer and markets Lubrimatic brand products and lubricating equipment directly to its customers. Witco is also a supplier of specialty naphthenic oils, which are marketed to the rubber, plastics, ink and agricultural industries, and asphalt and specialty road and surface treatment products, which are sold primarily for highway construction and maintenance. In September 1995, Witco announced its intention to divest its Lubricants Group. Results of its Lubricants Group are currently reported as discontinued operations.
Customers
The Company's petroleum products are marketed directly through its own sales force and through distributors and agents. During the year ended December 31, 1995, no customer accounted for more than 7% of continuing Petroleum Segment sales, and sales to the ten largest customers accounted for approximately 27% of continuing Petroleum Segment sales.
Competition
Many of the specialty petroleum products produced by Witco, like its specialty chemical products, are characterized by a need for a high degree of manufacturing competence and technical service. The petroleum products market is highly competitive with the Company's products competing primarily on the basis of pricing, quality and service. The Company believes its technical expertise, reputation for quality products, and, in the case of consumer products, brand name recognition, give it advantages in the marketplace.
International Operations
Sales of Witco's continuing non-U.S. operations were $787.6 million, or 40% of total sales for continuing operations, for the year ended December 31, 1995. Witco's manufacturing and producing operations outside the United States are in Belgium, Brazil, Canada, Denmark, England, France, Germany, Hong Kong, Indonesia, Israel, Italy, Korea, Malaysia, Mexico, the Netherlands, Spain and Thailand.
Patents and Trademarks
The Company owns and controls patents, trade secrets, trademarks, trade names, copyrights and confidential information, which in the aggregate are of material importance to its business. However, the Company is not materially dependent upon any single patent or trademark. The Company's trademarks are registered in the United States and in a number of foreign countries, with terms of registration expiring generally between 1996 and 2006. The Company also has approximately 1,400 patents and applications worldwide related to its continuing operations. The Company intends to renew and maintain in a timely manner those trademarks and patents that are renewable and maintainable and are deemed important to its business.
Backlog
The nature of the Company's business is such that customer orders are usually filled within 30 days. Accordingly, backlog is not significant to the Company's business.
Research and Development
The Company is actively engaged in research and development programs designed to develop new products, manufacturing processes, systems and technologies to enhance existing products and processes. The Company believes its investments in research and development have been an important factor in establishing and maintaining its competitive position. Witco expended approximately $52.9 million in 1995, $40.7 million in 1994 and $40.3 million in 1993 on research and development of new products and services for its continuing operations, and for improvements and new applications of existing products and services for its continuing operations.
Environmental Matters
The industries in which Witco operates have experienced increased operating costs and capital investments due to statutes and regulations at the federal, state and local levels for the protection of the environment and the health and safety of employees and others. Witco believes that expenditures for compliance with these statutes and regulations will continue to have a significant impact upon the conduct of its business. The trend for greater environmental awareness and more stringent environmental regulations is likely to continue and while Witco cannot accurately predict how this trend will affect future operations and earnings, Witco does not believe its costs will vary significantly from those of its competitors in the chemical and petroleum industries.
The Company evaluates and reviews environmental reserves for future remediation and other costs on a quarterly basis to determine appropriate reserve amounts. Inherent in this process are considerable uncertainties which affect the Company's ability to estimate the ultimate costs of remediation efforts. Such uncertainties include the nature and extent of contamination at each site, evolving governmental standards regarding remediation requirements, the number and financial condition of other potentially responsible parties at multi-party sites, innovations in remediation and restoration technology, and the identification of additional environmental sites.
Environmental reserves related to continuing operations at December 31, 1995 amounted to $83.6 million, which reflects management's assessment of future remediation costs in light of currently available information. Remediation expenditures charged to those reserves were $13.7 million in 1995 and include expenditures currently mandated as well as those not required by any regulatory authority or third party. The Company anticipates 1996 expenditures to approximate $24.0 million.
Capital expenditures related to continuing operations for air, water and solid waste control equipment and facilities related to continuing operations amounted to $8.9 million in 1995. The Company estimates that approximately $20.0 million will be expended on similar capital projects in 1996.
The Company is continuing its efforts to reduce hazardous waste and emissions generated by its operations. Through improved operating efficiencies, installation of additional environmental control equipment and utilization of the latest innovations in waste treatment technology, management believes
that direct recurring operating costs associated with managing hazardous substances and pollution can be controlled. Such costs related to continuing operations amounted to $28.2 million in 1995.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
Witco's foreign subsidiaries generally manufacture products similar to the principal products manufactured domestically. Subsidiaries in the Netherlands and Canada manufacture petroleum specialty products; subsidiaries in Belgium, Brazil, Canada, Denmark, England, France, Germany, Israel, Italy, Mexico and Spain manufacture chemical products. In early 1996, the Company acquired a resins manufacturing plant in Singapore.
In accord with normal market conditions, sales made outside the United States are generally made on longer terms of payment than would be normal within the United States. Foreign operations are subject to certain risks inherent in carrying on international business, including currency devaluations and controls, export and import restrictions, inflationary factors, product supply, economic controls, nationalization and expropriation. The likelihood of such occurrences varies from country to country and is not predictable. However, the Company's primary foreign operations are based in Western Europe, Canada, and other stable areas, and, therefore, the Company does not believe these risks will have a significant impact upon the Company.
Reference is made to Note 15 of Notes to Financial Statements. See Item 8 -- Financial Statements and Supplementary Data following Part IV of this report.
ITEM 2
ITEM 2 -- PROPERTIES
Witco currently conducts its manufacturing operations for its continuing businesses in 51 manufacturing plants and other producing facilities, owned in fee or occupied under lease, of which 21 are in the United States and 30 in other countries. Of these facilities, 33 are utilized for Chemical product manufacturing; 10 are utilized for OSi Specialties product manufacturing; and 8 are utilized for Petroleum product manufacturing. All of the facilities are in good operating condition.
PRINCIPAL MANUFACTURING PLANTS AND OTHER IMPORTANT PHYSICAL PROPERTIES RELATED TO CONTINUING OPERATIONS -- LOCATIONS BY INDUSTRY SEGMENT (OWNED IN FEE EXCEPT WHERE PARENTHETICAL DATES REFER TO LEASE EXPIRATION)
CHEMICAL SEGMENT FACILITIES United States Santa Fe Springs, California* Blue Island, Illinois Chicago, Illinois Mapleton, Illinois -- 2 Plants Harahan, Louisiana Taft, Louisiana Brainards, New Jersey* Newark, New Jersey* Perth Amboy, New Jersey Brooklyn, New York Memphis, Tennessee Fort Worth, Texas Houston, Texas LaPorte, Texas Marshall, Texas Janesville, Wisconsin International Brantford, Canada Montreal, Canada Oakville, Canada Soro, Denmark (2005) Accrington, England Droitwich, England Flimby, England Elbeuf, France St. Amour, France Bergkamen, Germany (2091) Steinau, Germany Haifa, Israel Gambolo, Italy Cuatitlan, Mexico Singapore Granollers, Spain
OSI SPECIALTIES SEGMENT FACILITIES
United States Sistersville, West Virginia
International
Zwijndrecht, Belgium Itatiba, Brazil Termoli, Italy
PETROLEUM SEGMENT FACILITIES
United States Gretna, Louisiana Petrolia, Pennsylvania Trainer, Pennsylvania International Scarborough, Canada (1996) West Hill, Canada Amsterdam, the Netherlands Haarlem, the Netherlands Koog Aan De Zaan, the Netherlands
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* Manufacturing plants to be closed in 1996 and 1997 as a part of the Company's plant consolidation program.
OTHER FACILITIES
United States Greenwich, Connecticut (2014) Los Angeles, California (2001) Tarrytown, New York (1997) Oakland, New Jersey Dublin, Ohio Houston, Texas (1996) S. Charleston, West Virginia (1997) Danbury, Connecticut (2000)
World Headquarters -- Principal Executive, Administrative and Sales Office
Administrative and Sales Office Research Research Research Administrative and Research Administrative and Research Administrative Office International Paris, France (1999) Frankfurt, Germany (1997) Singapore (1999) Meyrin, Switzerland (2007) Administrative and Sales Office Principal European Executive and Administrative Office Administrative and Research Administrative and Research
In addition, OSi Specialties operates producing and other facilities in Mexico, Korea, Hong Kong, Malaysia, Thailand and Indonesia.
ITEM 3
ITEM 3 -- LEGAL PROCEEDINGS
The Company has been notified that it is a potentially responsible party ('PRP') or a defendant in a number of governmental (federal, state, and local) and private actions associated with the release, or suspected release, of contaminants into the environment. As a PRP, the Company may be liable for costs associated with the investigation and remediation of environmental contamination, as well as various penalties, and damages to persons, property and natural resources. As of December 31, 1995, the Company was a PRP, or a defendant, in connection with 67 sites at which it is likely to incur costs associated with environmental investigation or remedial actions which have been or will be executed pursuant to the Comprehensive Environmental Response Compensation and Liability Act ('CERCLA'), the Resource Conservation and Recovery Act ('RCRA'), or similar state or local laws. With 22 exceptions, all of these sites involve one or more PRPs, and in most cases, there are numerous other PRPs in addition to the Company. CERCLA, RCRA, and the state counterparts to these federal laws, authorize governments to investigate and remediate actual or suspected damage to the environment caused by the release or suspected release of hazardous substances into the environment, or to order the responsible parties to investigate and/or remediate such environmental damage.
The Company evaluates and reviews environmental reserves for future remediation and other costs on a quarterly basis to determine appropriate reserve amounts. Inherent in this process are considerable uncertainties which affect the Company's ability to estimate the ultimate costs of remediation efforts. Such uncertainties include the nature and extent of contamination at each site, evolving governmental standards regarding remediation requirements, changes in environmental regulations, widely varying costs of alternative cleanup methods, the number and financial condition of other potentially responsible parties at multi-party sites, innovations in remediation and restoration technology, and the identification of additional environmental sites.
The Company has numerous insurance policies which it believes provide coverage at various levels for environmental liabilities. The Company is currently in litigation with certain of its insurers concerning the applicability and amount of insurance coverage for environmental costs under certain of these policies. Except for amounts reflected in executed settlement agreements, no provision for recovery under any of these policies is included in the Company's financial statements.
The Company is a party to a Consent Decree with the United States Environmental Protection Agency ('EPA') and the United States Department of Justice ('DOJ') filed with the District Court,
Eastern District of California, on June 7, 1995. The Consent Decree settles certain litigation related to the Company's Oildale, California refinery operated by its Lubricants Group. Pursuant to the Consent Decree, the Company must construct a new wastewater recycling system at the refinery, which system must be operational by June 30, 1998, must operate for 10 years, and must recycle at least 75% of the total annualized process and storm water in the first year of operation, at least 78% in the second year and at least 82% in the third year and thereafter. The Company must also close the deep injection wells at the refinery by June 30, 1998, although the Company may keep one deep injection well operational past this date (but in no event beyond June 30, 2002) under certain circumstances specified in the Consent Decree. The Consent Decree also requires the Company to perform certain groundwater monitoring and site characterization work at the refinery (including some work off-site at the Chevron property adjacent to the refinery) and to submit to EPA Region IX the Company's recommendations for future site characterization and remediation, if any, deemed necessary as a result of the initial site characterization efforts. The Consent Decree also requires the Company to take certain additional actions at the refinery, some of which have previously been completed, and to report semi-annually to EPA and DOJ its progress with respect to design, construction and operation of the wastewater recycling system.
The Company is a defendant in three similar actions pending in California state courts, which arise out of the Company's involvement in the polybutylene resin manufacturing business in the 1970's: East Bay Municipal Utility District v. Mobil Oil Co., et al., filed in November 1993, and pending in Superior Court for the County of San Mateo; City of Santa Maria v. Shell Oil Co., et al.; filed in May 1994, and pending in Superior Court for the County of San Luis Obispo; and Nipomo Community Services District v. Shell Oil Co., et al.; filed in May 1995, and pending in Superior Court for the County of San Luis Obispo. The actions generally allege that the Company and several other defendants negligently misrepresented the performance of polybutylene pipe and fittings installed in water distribution systems. Other allegations include breach of warranty, fraud, strict liability and breach of the California Unfair Practices Act.
On November 3, 1995, the United States filed suit against the Company in United States District Court for the Central District of Illinois seeking up to $4.5 million in civil penalties for the alleged discharge of pollutants in violation of the Clean Water Act. In this action, the United States alleges that, at various times from 1990 to 1993, the Company discharged pollutants into the Illinois River from its Mapleton, Illinois facility without first obtaining a National Pollutant Discharge Elimination System Permit.
The Company is not a party to any legal proceedings, including environmental matters, which it believes will have a material adverse effect on its consolidated financial position. However, depending on the amount and timing of an unfavorable resolution of these contingencies, it is possible that the Company's future results of operations could be materially affected in a particular period.
ITEM 4
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter ended December 31, 1995.
EXECUTIVE OFFICERS OF THE COMPANY
The following sets forth information regarding executive officers of the Company as of February 29, 1996, and is included in Part I in accordance with Instruction 3 of Item 401(b) of Regulation S-K.
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PART II
ITEM 5
ITEM 5 -- MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Witco's Common Stock is listed on the New York Stock Exchange. The following table reflects the high and low sales prices, as reported on such exchange for each quarterly period during the past two years:
The approximate number of holders of record of the Company's Common Stock as of February 29, 1996, was .
Dividends on the Common Stock have been declared quarterly during the past two years as follows:
ITEM 6
ITEM 6 -- SELECTED FINANCIAL DATA
The data for this item are submitted as a separate section following Part IV of this report.
ITEM 7
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The data for this item are submitted as a separate section following Part IV of this report.
ITEM 8
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data of the Company and its subsidiaries are included in a separate section following Part IV of this report.
ITEM 9
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a) Identification of Directors
Reference is made to pages 3 through 6 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
(b) Identification of Executive Officers
Reference is made to Part I of this Form 10-K.
(c) Business Experience
Reference is made to pages 3 through 6 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996 and Part I of this Form 10-K.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Reference is made to page 6 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
ITEM 11
ITEM 11 -- EXECUTIVE COMPENSATION
Reference is made to the information set forth under the captions 'Compensation of Directors' and 'Executive Compensation' on pages 10 through 15 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
ITEM 12
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information with respect to beneficial ownership of the Company's voting securities, and rights thereto, reference is made to the information set forth under the captions 'Ownership of Securities by Directors and Officers' and 'Security Ownership of Certain Beneficial Owners' on pages 7 and 8 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
ITEM 13
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others
Reference is made to the information set forth under the caption 'Compensation of Directors' on page 10 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
(b) Certain Business Relationships
Reference is made to the information set forth under the captions 'Other Transactions' on page 9 and 'Compensation Committee Interlocks and Insider Participation' on page 15 of the Proxy Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
PART IV
ITEM 14
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1 and 2 -- The response to this portion of Item 14 is submitted as a separate section of this report.
(a) 3 -- Exhibits:
(b) Reports on Form 8-K.
(i) A report on Form 8-K dated October 31, 1995, as amended by a report on Form 8-K/A dated December 20, 1995, was filed during the quarter ended December 31, 1995, responding to Items 2 and 5 in connection with the Company's completion of the acquisition of OSi Specialties Holding Company.
(ii) A report on Form 8-K dated December 20, 1995, was filed during the quarter ended December 31, 1995, responding to Item 7 filing the historical and pro forma financial statements required by that Item as a result of the Company's acquisition of OSi Specialties Holding Company.
(c) The Exhibits filed with this report are listed in response to Item 14(a)3.
(d) The response to this portion of Item 14 is submitted as a separate section of this report.
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(1) This Exhibit was included as an exhibit to the quarterly report on Form 10-Q for the quarter ended March 31, 1994, and such Exhibit is hereby incorporated by reference.
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(2) This Exhibit was included as an exhibit to the Registration Statement on Form 8A filed with the Securities and Exchange Commission on March 3, 1995, and such Exhibit is hereby incorporated by reference.
(3) This Exhibit was included as Exhibit 2(a) to Form 8-K filed with the Securities and Exchange Commission on September 25, 1995, and such Exhibit is hereby incorporated by reference.
(4) This Exhibit was included as Exhibit 2(c) to Form 8-K filed with the Securities and Exchange Commission on October 31, 1995, and such Exhibit is hereby incorporated by reference.
(5) The 1986 Stock Option Plan, as amended, was filed as an Exhibit to the Registration Statement on Form S-8, registration number 33-10715, Post-Effective Amendment No. 1 to Form S-8 effective October 3, 1988, and Post-Effective Amendment No. 2 to Form S-8 effective June 23, 1992. Such Exhibit is incorporated herein by reference.
(6) The 1989 Stock Option Plan was filed as an Exhibit to the Registration Statement on Form S-8, registration number 33-30995 effective October 2, 1989, and Post-Effective Amendment No. 1 to Form S-8 effective June 23, 1992, and such Exhibit is hereby incorporated by reference.
(7) The 1992 Stock Option Plan was filed as an Exhibit to the Registration Statement on Form S-8, registration number 33-48806, effective June 23, 1992, and such Exhibit is hereby incorporated by reference.
(8) This Exhibit was included as an exhibit to the annual report on Form 10-K for the fiscal year ended December 31, 1992, and such Exhibit is hereby incorporated by reference.
(9) This Exhibit was included as an exhibit to the annual report on Form 10-K for the fiscal year ended December 31, 1994, and such Exhibit is hereby incorporated by reference.
(10) The Power of Attorney appears on the Signature Page.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of March, 1996.
WITCO CORPORATION
By /s/ WILLIAM R. TOLLER ................................... WILLIAM R. TOLLER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints WILLIAM R. TOLLER, WILLIAM E. MAHONEY, MICHAEL D. FULLWOOD, OR DUSTAN E. MCCOY, acting severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
SCHEDULE II
WITCO CORPORATION AND SUBSIDIARY COMPANIES VALUATION AND QUALIFYING ACCOUNTS (THOUSANDS OF DOLLARS)
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Notes:
(a) Amount principally consists of the allowance for doubtful accounts of $2.2 million from the Lubricants Group, which is reflected on the balance sheet as net assets of discontinued operations.
(b) Uncollectible receivables charged against the allowance provided.
S-1