-----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, RH0yIr7NidDIozO5V3OyFWawi6XGfk+D6Qx+7HqfDEEgeNjAvFmnHMYDlSEUYEZg cegxMbEMm5YkC69CN6PRuA== 0000950117-96-001576.txt : 19961216 0000950117-96-001576.hdr.sgml : 19961216 ACCESSION NUMBER: 0000950117-96-001576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961213 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04654 FILM NUMBER: 96680544 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 1 WITCO CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 12, 1996 WITCO CORPORATION ----------------------------------------------------- (Exact name of Registrant as Specified in its Charter) Delaware 1-4654 13-1870000 ------------------------------------------------------------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) One American Lane, Greenwich, Connecticut 06831 -------------------------------------------------- (Address of Principal Executive Officers) (Zip Code) (203)552-2000 --------------------------------------------------- (Registrant's telephone number, including area code) Page 1 of 6 Exhibit Index is on Page 4 Item 5. Other Events On December 12, 1996, Witco Corporation (the "Company") announced the details of a major corporate restructuring plan (the "Plan"), including a fourth quarter pre-tax charge to earnings of $421 million relating to the restructuring and other matters. The Plan calls for a decrease in annual operating costs of more than $200 million by the end of 1999, a consolidation in worldwide manufacturing facilities from 46 to 31 and a consolidation of certain related distribution and administrative centers. The Plan also calls for the investment over the three year period of over $600 million of internally generated funds to support future business growth, to modernize remaining plants and replace the capacity in closed facilities, for environmental, safety and other items and to upgrade information systems. A reduction of approximately 1,800 employees of the Company from the current level of 6,800 will occur during the three year period. The Company also reported that it expected fourth quarter 1996 net income from continuing operations to be approximately equal to that of the same quarter in 1995, excluding in both periods non-recurring items. Information contained herein includes "forward-looking statements" which are not historical facts. These statements involve risks and uncertainities that could cause actual results to differ materially including, without limitation, the Company's ability to generate appropriate cashflow, the cost and timing of the implementation of capital improvements, the Compnay's ability to effectively divest certain assets, certain global and regional economic conditions and other factors detailed in the Company's other Securities and Exchange Commission filings. The complete text of the press release issued by the Company is attached as an exhibit to this document. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99 Press Release, dated December 12, 1996. Page 2 of 6 Exhibit Index is on Page 4 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 /s/ Dustan E. McCoy -------------------------------------------- Name: Dustan E. McCoy Title: Senior Vice President, General Counsel and Corporate Secretary Dated: December 12, 1996 Page 3 of 6 Exhibit Index is on Page 4 Exhibit Index Exhibit No. Exhibit Page No. - ---------- ------- -------- 99 Press release of the registrant, 5 dated December 12, 1996. Page 4 of 6 Exhibit Index is on Page 4 EX-99 2 EXHIBIT 99 [LETTERHEAD OF WITCO CORPORATION] Contact: Lloyd Moon 203 552-2227 NEWS Vice President Sandy Lynn Stevens 203 552-2266 Manager Public Relations For Immediate Release WITCO ANNOUNCES A THREE-YEAR CORPORATE RESTRUCTURING PLAN GREENWICH, CT, December 12, 1996 -- Witco Corporation (NYSE:WIT) today announced the details of a major corporate restructuring plan, charges to income related to the restructuring and other matters, and expected 1996 fourth quarter results. The restructuring is designed to achieve a significant improvement in the company's cost base over the next three years and accelerate its transition to a high performance specialty chemical company. The plan calls for a reduction in annual operating costs of more than $200 million by the end of 1999. The plan anticipates a consolidation in worldwide manufacturing facilities from 46 to 31, as well as consolidation of certain related distribution and administrative centers. During this same period, the company will invest more than $600 million of internally generated funds to drive future earnings growth and increase R&D support to a more appropriate level. This investment includes approximately $250 million for new capacity to support future business growth, approximately $200 million to modernize the remaining plants and replace the capacity in closed facilities in a way that ensures no interruption in shipments or services to customers, approximately $100 million for environmental, safety and other items and approximately $50 million to upgrade worldwide information systems. Under the plan a reduction in employment of approximately 1,800 people will occur over the three-year period from the current level of 6,800. The company will take a fourth quarter pre-tax charge-off to earnings of $421 million, for restructuring charges, and for other items which include environmental and safety compliance, litigation provisions and inventory writedowns. Fourth quarter 1996 net income from continuing operations is expected to be approximately equal to that of the same quarter in 1995 excluding non-recurring items from both periods. Significant improvement in OSi Specialties will offset declines in petroleum specialties - continued - Page 5 of 6 Exhibit Index on Page 4 resulting from the competitive environment in refined products. In addition, preparation of the restructuring plan added short-term costs to the business. Commenting on these initiatives, E. Gary Cook, Chairman, President and Chief Executive Officer, said, "Our goal is nothing less than becoming the preeminent specialty chemical company in the world. The restructuring is necessary to achieve the efficient, productive, competitive and agile company necessary to meet the ever more demanding needs of our global customers. We regret the hardship this places on many of our employees, but we have established programs to ease the transition for those impacted. The new Witco will be an exciting and challenging company with excellent growth opportunities." The company had set a goal of achieving a minimum of a 30% internal rate of return on capital needed to fund the consolidation, which the plan significantly exceeds. The plan also achieves the previously disclosed goals of a 20% reduction in fixed costs, 5-10% reduction in variable costs and a net working capital reduction of 25%. The company is expected to provide additional details as the plan unfolds. Witco Corporation, headquartered in Greenwich, CT, produces and markets specialty chemicals worldwide and has annual sales in excess of $2 billion. # # # Information in this press release contains "forward-looking statements" which are not historical facts. These statements involve risks and uncertainties that could cause actual results to differ materially including, without limitation, the Company's ability to generate appropriate cashflow, the cost and timing of the implementation of capital improvements, the Company's ability to effectively divest certain assets, certain global and regional economic conditions and other factors detailed in the Company's Securities and Exchange Commission filings. Page 6 of 6 Exhibit Index on Page 4 -----END PRIVACY-ENHANCED MESSAGE-----