-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7QOBaRlWRSn8bZx8w7aU1CBpN+o5AbmPT+D/opcRUgmHm7//mn30wRCM7un862v 1mdFKZo3tV9RWgvJtoPKng== 0000950117-95-000516.txt : 19951221 0000950117-95-000516.hdr.sgml : 19951221 ACCESSION NUMBER: 0000950117-95-000516 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951018 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951220 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WITCO CORP CENTRAL INDEX KEY: 0000107889 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131870000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04654 FILM NUMBER: 95603152 BUSINESS ADDRESS: STREET 1: ONE AMERICAN WAY CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2126053800 MAIL ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: WITCO CHEMICAL CORP DATE OF NAME CHANGE: 19851117 FORMER COMPANY: FORMER CONFORMED NAME: WITCO CHEMICAL CO INC DATE OF NAME CHANGE: 19681203 8-K/A 1 WITCO 8-K, AM#1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 1995 (Date of earliest event reported) WITCO CORPORATION (Exact name or registrant as specified in its charter) Delaware 1-4654 13-1870000 (State or other (Commission (I.R.S. Employer jurisdiction or File Identification organization) Number) Number) One American Lane Greenwich, Connecticut 06831 (Address of principal executive offices) (Zip Code) (203) 552-2000 (Registrant's telephone number, including area code) Not Applicable (Former name or address, if changed since last report.) Page 1 of 12 Exhibit Index is on page 10 This Form 8-K/A amends Item 7(a) and (b) of the Witco Corporation (the "Company") Current Report on Form 8-K dated October 18, 1995 (filed October 31, 1995) which related to, among other things, Witco's acquisition of OSi Specialties Holding Company ("OSi"). Item 7. FINANCIAL STATEMENTS AND EXHIBITS a. Historical Financial Statements (i) OSi Specialties Holding Company Consolidated Financial Statements for fiscal years 1994 and 1993 (incorporated by reference to pages F-1 through F-30 of OSi's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). (ii) OSi Specialties Holding Company Consolidated Condensed Financial Statements for the nine month periods ended September 30, 1995, and September 30, 1994 (unaudited) (incorporated by reference to pages one through six of OSi's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). b. Pro Forma Financial Information Witco Corporation and OSi Specialties Holding Company Pro Forma Consolidated Condensed Financial Data (unaudited) Page 2 of 12 Exhibit Index is on page 10 WITCO CORPORATION AND OSi SPECIALTIES HOLDING COMPANY PRO FORMA CONSOLIDATED CONDENSED FINANCIAL DATA (UNAUDITED) On October 19, 1995, the Company acquired OSi Specialties Holding Company and its wholly owned subsidiary, OSi Specialties, Inc. (collectively "OSi") from an investor group led by DLJ Merchant Banking Partners, L.P. in a cash transaction which valued 100 percent of OSi's equity at $486 million. The acquisition was accounted for as a purchase. To finance the acquisition, the Company utilized cash on hand and short-term financing of $375 million under a one year credit agreement with a syndicate of 10 banks with Morgan Guaranty Trust Company of New York, as agent. The credit agreement, which contains covenants customary in such agreements, is for a total of $675 million, of which $375 million was utilized for the acquisition. The Company subsequently purchased for cash all of OSi's 11-1/2% Senior Secured Discount Debentures due 2004 for $137.6 million and more than 99% of OSi Specialties' 9-1/4% Senior Subordinated Notes due 2003 for $140.1 million. The Company funded the acquisition of the Debentures and Notes with additional short-term bank loans available under the $675 million credit agreement. The Company intends to replace all or part of the short-term bank loans with long-term financing in the public markets. The following pro forma consolidated condensed balance sheet (unaudited) as of September 30, 1995 and the pro forma consolidated condensed statements of income (unaudited) for the year ended December 31, 1994 and the nine months ended September 30, 1995 (collectively, the "Pro Forma Financial Data") combine (i) the historical consolidated balance sheets of the Company and OSi as if the acquisition had been effected on September 30, 1995, and (ii) the historical statements of income as if the acquisition had been effected on January 1, 1994. The pro forma financial data has been prepared on the basis described in the notes to the pro forma unaudited consolidated condensed financial data and includes assumptions relating to the allocation of the consideration paid for OSi to the assets and liabilities of OSi based on preliminary estimates of their respective fair values. The actual allocation of such consideration may differ from that reflected in the pro forma financial data after an appropriate review of the fair values of the assets and liabilities of OSi has been completed. Although certain items noted herein are subject to potential adjustment, management does not believe that the effect of any such adjustments will be material to the pro forma financial data. The pro forma financial data presented is not necessarily indicative of the actual results that would have been achieved had the acquisition closed on the dates assumed herein. Page 3 of 12 Exhibit Index is on page 10 Witco Corporation and OSi Specialties Holding Company Pro Forma Consolidated Condensed Statement of Income (Unaudited) For the Year Ended December 31, 1994 (in thousands except per share data)
Note A Note B Witco OSi Specialties Pro Forma Pro Forma Corporation Holding Co. Adjustments Consolidated Revenues Net sales $ 1,841,414 $ 394,322 $ -- $ 2,235,736 Interest 10,032 436 (8,416)(1) 2,052 - ----------------------------------------------------------------- ----------- ----------- ------- ----------- Total Revenues 1,851,446 394,758 (8,416) 2,237,788 - ----------------------------------------------------------------- ----------- ----------- ------- ----------- Costs and Expenses Cost of goods sold (exclusive of depreciation and amortization) 1,412,079 266,438 -- 1,678,517 Selling and administrative expenses 185,576 55,967 (7,010)(2) 234,533 Depreciation and amortization 88,663 19,935 13,863 (3)(4) 122,461 Interest 29,674 27,405 15,155 (5) 72,234 Other expense (income) - net (9,708) 550 -- (9,158) - ----------------------------------------------------------------- ---------- --------- ------- ----------- Total Costs and Expenses 1,706,284 370,295 22,008 2,098,587 - ----------------------------------------------------------------- ---------- --------- ------- ----------- Income from Continuing Operations before Federal and Foreign Income Taxes 145,162 24,463 (30,424) 139,201 Federal and Foreign Income Taxes 50,742 11,580 (7,668)(6) 54,654 - ----------------------------------------------------------------- ----------- --------- -------- ----------- Income from Continuing Operations $ 94,420 $ 12,883 $(22,756) $ 84,547 =================================================================================================================================== Per Common Share: Primary Income from Continuing Operations $ 1.70 $ 1.52 ==== ==== Per Common Share: Fully Diluted Income from Continuing Operations $ 1.69 $ 1.52 ==== ==== Weighted average number of shares: Primary 56,378 56,378 ====== ====== Fully diluted 56,507 56,507 ====== ======
See notes to pro forma consolidated condensed financial data (unaudited) Page 4 of 12 Exhibit Index is on page 10 Witco Corporation and OSi Specialties Holding Company Pro Forma Consolidated Condensed Statement of Income (Unaudited) For the Nine Months Ended September 30, 1995 (in thousands except per share data)
Note A Note B Witco OSi Specialties Pro Forma Pro Forma Corporation Holding Co. Adjustments Consolidated Revenues Net sales $ 1,449,085 $ 337,139 $ -- $ 1,786,224 Interest 11,204 412 (6,312)(1) 5,304 - ----------------------------------------------------------------- ----------- ----------- -------- ----------- Total Revenues 1,460,289 337,551 (6,312) 1,791,528 - ----------------------------------------------------------------- ----------- ----------- -------- ----------- Costs and Expenses Cost of goods sold (exclusive of depreciation and amortization) 1,134,166 223,812 -- 1,357,978 Selling and administrative expenses 139,665 44,400 (5,258)(2) 178,807 Depreciation and amortization 70,909 16,693 10,889 (3)(4) 98,491 Interest 26,146 22,578 9,342 (5) 58,066 Other expense (income) - net (94,702) 1,232 -- (93,470) - ----------------------------------------------------------------- ----------- ----------- -------- ----------- Total Costs and Expenses 1,276,184 308,715 14,973 1,599,872 - ----------------------------------------------------------------- ----------- ----------- -------- ----------- Income from Continuing Operations before Federal and Foreign Income Taxes 184,105 28,836 (21,285) 191,656 Federal and Foreign Income Taxes 65,370 10,700 (5,153)(6) 70,917 - ----------------------------------------------------------------- ----------- ----------- -------- ----------- Income from Continuing Operations $ 118,735 $ 18,136 $(16,132) $ 120,739 =================================================================================================================================== Per Common Share: Primary Income from Continuing Operations $ 2.10 $ 2.14 ==== ==== Per Common Share: Fully Diluted Income from Continuing Operations $ 2.08 $ 2.12 ==== ==== Weighted average number of shares: Primary 56,542 56,542 ====== ====== Fully diluted 57,000 57,000 ====== ======
See notes to pro forma consolidated condensed financial data (unaudited) Page 5 of 12 Exhibit Index is on page 10 Witco Corporation and OSi Specialties Holding Company Pro Forma Consolidated Condensed Balance Sheet (Unaudited) As of September 30, 1995 (in thousands)
Note C Witco OSi Specialties Pro Forma Pro Forma Corporation Holding Co. Adjustments Consolidated Assets - ---------------------------------------------------------------- Current Assets Cash and cash equivalents $ 307,084 $ 5,344 $ (140,275)(1) $ 172,153 Accounts and notes receivable, less allowances 361,937 71,645 -- 433,582 Inventories 225,786 100,897 -- 326,683 Prepaid and other current assets 42,845 19,294 7,800 (2) 69,939 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Total Current Assets 937,652 197,180 (132,475) 1,002,357 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Property, Plant, and Equipment, less accumulated depreciation 573,619 209,205 -- 782,824 Intangible Assets, less accumulated amortization 194,561 10,888 522,082 (3) 727,531 Deferred Costs and Other Assets 111,675 21,386 (19,321)(2) 113,740 Net Assets of Discontinued Operations 167,079 -- -- 167,079 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Total Assets $1,984,586 $ 438,659 $ 370,286 $2,793,531 =================================================================================================================================== =================================================================================================================================== Liabilities and Shareholders' Equity Current Liabilities Notes and loan payable $ 7,104 $ 10,448 $ 344,244 (4) $ 361,796 Accounts payable and other current liabilities 300,821 92,983 20,000 (5) 413,804 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Total Current Liabilities 307,925 103,431 364,244 775,600 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Long-term Debt 345,365 260,848 59,066 (6) 665,279 Deferred Federal and Foreign Income Taxes 66,246 7,934 (40,124)(2) 34,056 Deferred Credits and Other Liabilities 216,643 54,575 (1,029)(7) 270,189 Shareholders' Equity 1,048,407 11,871 (11,871)(8) 1,048,407 - ---------------------------------------------------------------- ---------- --------- ---------- ---------- Total Liabilities and Shareholders' Equity $1,984,586 $ 438,659 $ 370,286 $2,793,531 ===================================================================================================================================
See notes to pro forma consolidated condensed financial data (unaudited) Page 6 of 12 Exhibit Index is on page 10 Witco Corporation and OSi Specialties Holding Company Notes to Pro Forma Consolidated Condensed Financial Data (Unaudited) Note A Certain reclassifications have been made to the OSi Specialties Holding Company historical income statement amounts to conform with Witco Corporation's presentation. Note B (1) To record foregone interest income due to cash on hand used for the OSi acquisition. (2) To record anticipated reductions in costs of OSi due to the elimination of redundancies in staff and related costs and the cancellation of service agreements of $5,258 (nine months ended September 30, 1995) and $7,010 (year ended December 31, 1994). (3) To record depreciation adjustment to conform useful lives of plant and equipment to those used by the Company of $1,083 (nine months ended September 30, 1995) and $789 (year ended December 31, 1994). (4) To record amortization of excess purchase price over fair market value of acquired assets and liabilities assumed (amortized over 40 years) of $9,993 (nine months ended September 30, 1995) and $13,324 (year ended December 31, 1994) and reverse OSi amortization expense of $187 (nine months ended September 30, 1995) and $250 (year ended December 31, 1994). (5) To record interest expense from borrowings for the OSi acquisition. (6) To record tax effects of the above entries. Note C (1) To record cash on hand used for the OSi acquisition. (2) To record deferred taxes related to OSi purchase accounting. (3) To record excess purchase price over fair market value of acquired assets and liabilities assumed of $532,970 and reverse historic OSi excess purchase price over fair market value of acquired assets and liabilities assumed of $10,888. (4) To record short-term portion of borrowings for the OSi acquisition. (5) To record acquisition costs. (6) To record the expected long-term portion of debt used for the refinancing of OSi's revolving credit agreement, Senior Debentures and Senior Notes. (7) To record adjustment to fair market value of OSi pension and OPEB liabilities. (8) To eliminate OSi shareholders' equity. Page 7 of 12 Exhibit Index is on page 10 c. Exhibits 23(a) Consent of Arthur Andersen LLP 23(b) Consent of KPMG Peat Marwick LLP 99(a) OSi Specialties Holding Company Consolidated Financial Statements for fiscal years 1994 and 1993 (incorporated by reference to pages F-1 through F-30 of OSi's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 99(b) OSi Specialties Holding Company Consolidated Condensed Financial Statements for the nine month periods ended September 30, 1995, and September 30, 1994 (unaudited) (incorporated by reference to pages one through six of OSi's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). Page 8 of 12 Exhibit Index is on page 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WITCO CORPORATION, by /s/ Dustan E. McCoy Name: Dustan E. McCoy Title: Vice President, General Counsel and Secretary Date: December 20, 1995 Page 9 of 12 Exhibit Index is on page 10 EXHIBIT INDEX
Exhibit Sequentially Number Exhibit Numbered Page 23(a) Consent of Arthur Andersen LLP 13 23(b) Consent of KPMG Peat Marwick LLP 14 99(a) OSi Specialties Holding Company Consolidated Financial Statements for fiscal years 1994 and 1993 (incorporated by reference to pages F-1 through F-30 of OSi's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 99(b) OSi Specialties Holding Company Consolidated Condensed Financial Statements for the nine month periods ended September 30, 1995, and September 30, 1994 (unaudited) (incorporated by reference to pages one through six of OSi's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). Page 10 of 12 Exhibit Index is on page 10
EX-23 2 EXHIBIT 23(A) CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in the Current Report on Form 8-K/A of Witco Corporation filed with the Securities and Exchange Commission (the "Commission") on the date hereof of our report dated March 17, 1995, included in the Form 10-K filed by OSi Specialties Holding Company with the Commission for the fiscal year ended December 31, 1994. It should be noted that we have not audited any financial statements of OSi Specialties Holding Company subsequent to December 31, 1994. ARTHUR ANDERSEN LLP December 20, 1995 Page 11 of 12 Exhibit Index is on page 10 EX-23 3 EXHIBIT 23(B) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3, No. 33-45865) and the Post-effective Amendment No. 2 to the Registration Statement (Form S-3, No. 33-58066), each pertaining to the issuance of debentures, the Post-effective Amendment No. 1 to the Registration Statement (Form S-3, No. 33-58120), pertaining to the issuance of common stock, the Post-effective Amendment No. 2 to the Registration Statement (Form S-8, No. 33-10715), Post effective Amendment No. 1 to the Registration Statements (Form S-8, Nos. 33-30995 and 33-45194), each pertaining to stock option plans of Witco Corporation, the Registration Statement (Form S-8, No. 33-48806), pertaining to an employee benefit plan of Witco Corporation, and the Registration Statement (Form S-8, No. 33-60755), pertaining to the 1995 stock option plan for employees of Witco Corporation of our report dated August 27, 1993 with respect to the combined statements of income and cash flows of the Worldwide Silicone Business of Union Carbide Corporation (Predecessor Company) for the six-month period ended June 30, 1993 and the year ended December 31, 1992, and the related financial schedule II, which report appears in the 1994 Annual Report on Form 10-K of OSi Specialties Holding Company and is incorporated by reference in the Form 8-K/A dated December 20, 1995. As discussed in our report, in 1992 the predecessor Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", and SFAS No. 109, "Accounting for Income Taxes". Stamford, Connecticut KPMG PEAT MARWICK LLP December 20, 1995 Page 12 of 12 Exhibit Index is on page 10 -----END PRIVACY-ENHANCED MESSAGE-----