-----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, Juej8VsYRk+v2XID4vc6lVkY3LYV91cj2JqyIShC/I3jglnk6n2Y0NXWPKvig9hJ pedgyukVTN6t85yjUn/TEw== 0000950157-96-000162.txt : 19960624 0000950157-96-000162.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950157-96-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960621 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960621 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: 96583955 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 FORM 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 June 21, 1996 --------------------------------- (Date of earliest event reported) 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 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) Item 5. Other Events As disclosed in the Quarterly Report on Form 10-Q of Witco Corporation (the "Company") for the quarter ended March 31, 1996, effective January 1, 1996, the Company made the following revisions to the format of its statements of income: (a) Depreciation expense is included in cost of goods sold, general and administrative expenses, selling expense and research and development. Amortization expense is included in a line item called "other expenses (income) - net". Depreciation and amortization had been previously classified as a separate line item. (b) Research and development, previously included in cost of goods sold, is classified separately. (c) State income taxes, previously included in cost of goods sold and other expenses (income) - net, are now classified as income taxes. The Company's condensed consolidated statements of income and continuing operations by industry segment for the quarters ended March 31, 1995, June 30, 1995, September 30, 1995, and December 31, 1995, respectively, and for the year ended December 31, 1995, have been reclassified to reflect such changes. Exhibit 99 hereto contains the unaudited consolidated statements of income and continuing operations by industry segment of the Company and subsidiary companies for such periods. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits c. Exhibits 99 Witco Corporation and Subsidiary Companies Unaudited Consolidated Statements of Income and Continuing Operations by Industry Segment 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: Vice President, General Counsel and Secretary Date: June 21, 1996 Exhibit Index Exhibit No. Exhibit 99 Witco Corporation and Subsidiary Companies Unaudited Consolidated Statements of Income and Continuing Operations by Industry Segment EXHIBIT 99 WITCO CORPORATION AND SUBSIDIARY COMPANIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars Except Per Share Data)
Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, 1995(a) 1995(a) 1995(a) 1995(a) 1995(a) ------------- ------------- ------------- ------------- -------- Net Sales $ 517,952 $489,231 $441,902 $535,992 $1,985,077 ----------- -------- -------- -------- ---------- Cost of Goods Sold 405,213 390,634 352,554 420,421 1,568,822 ----------- -------- -------- -------- --------- Gross Profit 112,739 98,597 89,348 115,571 416,255 ----------- -------- -------- -------- ---------- Operating Expenses Selling expense 19,938 18,898 18,324 26,669 83,829 General and administrative expenses 30,439 27,712 28,292 34,982 121,425 Research and development 12,443 12,633 11,429 16,402 52,907 Other expenses (income) - net (4,846) (79,477) (5,148) 46,315 (43,156) ----------- -------- ------- -------- ---------- Total Operating Expenses 57,974 (20,234) 52,897 124,368 215,005 ----------- -------- -------- -------- ---------- Operating Income (Loss) from Continuing Operations 54,765 118,831 36,451 (8,797) 201,250 ----------- -------- ------- -------- ---------- Other Expense (Income) - Net Interest expense 8,450 8,294 9,402 17,543 43,689 Interest income (2,922) (3,208) (5,074) (3,900) (15,104) Other expense - net 1,206 671 933 715 3,525 ----------- -------- -------- ------- --------- Income (Loss) from Continuing Operations 48,031 113,074 31,190 (23,155) 169,140 before Income Taxes Income Taxes (Benefit) 17,761 44,053 11,746 (4,766) 68,794 ----------- -------- -------- ------- --------- Income (Loss) from Continuing Operations 30,270 69,021 19,444 (18,389) 100,346 Income (Loss) from Discontinued Operations - Net of Income Taxes (Benefit) (495) 2,333 4,466 (2,205) 4,099 ----------- -------- ------- ------- -------- Net Income (Loss) $29,775 $71,354 $23,910 $(20,594) $104,445 =========== ======== ======= ======== ======== Per Common Share - Primary Income (loss) from continuing operations $ 0.54 $ 1.22 $ 0.34 $ (0.32) $ 1.78 Income (loss) from discontinued operations - net of income taxes (0.01) 0.04 0.08 (0.04) 0.07 ----------- -------- ------- -------- -------- Net Income (Loss) $ 0.53 $ 1.26 $ 0.42 $ (0.36) $ 1.85 =========== ======= ======= ======== ======= Per Common Share - Fully Diluted (b) Income (loss) from continuing operations $ 0.54 $ 1.22 $ 0.34 $ (0.32) $ 1.77 Income (loss) from discontinued operations - net of income taxes (0.01) 0.04 0.08 (0.04) 0.07 ----------- ------- ------- -------- -------- Net Income (Loss) $ 0.53 $ 1.26 $ 0.42 $ (0.36) $ 1.84 =========== ======= ======= ======== =======
Notes: (a) The following revisions have been made to the Company's income statement format effective January 1, 1996: * Total depreciation expense is now included in cost of goods sold, general and administrative expenses, selling expense and research and development. Total amortization expense is now included in other expenses (income) - net. Depreciation and amortization was previously classified separately. Depreciation expense for the respective quarters ended March 31, 1995, June 30, 1995, September 30, 1995, and December 31, 1995, was $19,596, $19,878, $18,236 and $24,056. Amortization expense for such respective quarters was $4,627, $4,285, $4,287 and $7,606. * Research and development, previously included in cost of goods sold, is classified separately. * State income taxes, previously included in cost of goods sold and other expenses (income) - net, are now classified as income taxes (benefit). State income taxes for the respective quarters ended March 31, 1995, June 30, 1995, September 30, 1995, and December 31, 1995, were $1,144, $6,616, $430 and $146. (b) Quarterly per share amounts do not add to total for the year, as each quarter and the total year are computed independently. The following is a summary of the Company's continuing operations by industry segment:
Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, (thousands of dollars) 1995 1995 1995 1995 1995 -------- -------- -------- -------- ----------- Operating Income (Loss) Chemical $33,874 $ 28,017 $27,176 $(25,456) $ 63,611 OSi Specialities -- -- -- 7,385 7,385 Petroleum 8,068 7,125 7,454 11,308 33,955 Diversified products 15,537 50,430 96 (3,374) 62,689 Corporate and unallocated (a) (2,714) 33,259 1,725 1,340 33,610 ------- -------- ------- -------- -------- Operating Income (Loss) from Continuing Operations 54,765 118,831 36,451 (8,797) 201,250 ------- ------- ------- -------- -------- Other expense - net (1,206) (671) (933) (715) (3,525) Interest income (expense) - net (5,528) (5,086) (4,328) (13,643) (28,585) ------- ------- ------- -------- -------- Income (Loss) from Continuing Operations before Income Taxes $48,031 $113,074 $31,190 $(23,155) $169,140 ======= ======== ======= ======== ========
(a) Includes income as a result of settlements with certain of the Company's insurers, net of related legal and other costs for the respective quarters ended June 30, 1995, September 30, 1995, and December 31, 1995, of $35,434, $7,230 and $10,223. -----END PRIVACY-ENHANCED MESSAGE-----