-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HkScK32VRLCuSn5y+EIrvfMZXi7tqWhQ9l5Vv6r/NVAYhsQPhKHCn6wW79+FhJWc keotGn6BHE9hrG/9ppK+TQ== 0000950124-94-001146.txt : 19940701 0000950124-94-001146.hdr.sgml : 19940701 ACCESSION NUMBER: 0000950124-94-001146 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES CHEMICAL CORP CENTRAL INDEX KEY: 0000043362 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 951765035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06450 FILM NUMBER: 94534629 BUSINESS ADDRESS: STREET 1: HIGHWAY 52 NORTHWEST CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 3174976100 FORMER COMPANY: FORMER CONFORMED NAME: MCCLANAHAN OIL CO DATE OF NAME CHANGE: 19700925 FORMER COMPANY: FORMER CONFORMED NAME: GREAT LAKES OIL & CHEMICAL CO DATE OF NAME CHANGE: 19700925 11-K 1 FISCAL YEAR ENDED 12/31/93 1 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File Number 1-6450 __________________ GREAT LAKES SAVINGS PLAN Great Lakes Chemical Corporation One Great Lakes Boulevard P. O. Box 2200 West Lafayette, Indiana 47906 (Address of principal executive offices) 2 ANNUAL REPORT ON FORM 11-K ITEM (a) FINANCIAL STATEMENTS December 31, 1993 GREAT LAKES SAVINGS PLAN WEST LAFAYETTE, INDIANA 3 Form 11-K--ITEM (a) GREAT LAKES SAVINGS PLAN FINANCIAL STATEMENTS The following financial statements and schedules of the Plan are submitted herewith: Statements of Net Assets Available for Benefits December 31, 1993 and 1992 Statements of Changes in Net Assets Available for Benefits--Years Ended December 31, 1993 and 1992 Notes to Financial Statements ERISA Schedules Schedules--Schedules I, II and III for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. 4 Great Lakes Savings Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Net Assets Available for Benefits . . . . . . . . . . . . . 2 Statements of Changes in Net Assets Available for Benefits . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 6 Schedules Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . 9 Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 10 5 ERNST & YOUNG One Indiana Square Phone: 317 681 7000 Suite 3400 Fax: 317 681 7216 Indianapolis, Indiana 46204-2094 Report of Independent Auditors Plan Administrator Great Lakes Savings Plan We have audited the accompanying statements of net assets available for benefits of Great Lakes Savings Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of 5 percent of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the 1993 financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. Ernst & Young May 17, 1994 1 6 Great Lakes Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31, 1993 ----------------------------------------------------------------------------------------- LOAN FUND A FUND B FUND C FUND D FUND E FUND FUND G ----------------------------------------------------------------------------------------- ASSETS Great Lakes Chemical Corporation common stock $ 20,316,907 $ -- $ -- $ -- $ -- $ -- $ -- Guaranteed investment contracts -- 6,265,176 -- -- -- -- -- Vanguard Fiduciary Trust Company shares of registered investment companies -- -- 2,659,840 7,905,392 1,256,228 -- 769,378 Participants' loans receivable -- -- -- -- -- 1,818,246 -- Contributions receivable: Employee 156,492 61,780 24,790 70,450 13,966 -- 13,716 Employer 112,012 46,856 17,998 50,231 10,466 -- 8,712 ----------------------------------------------------------------------------------------- Net assets available for benefits $ 20,585,411 $6,373,812 $2,702,628 $8,026,073 $1,280,660 $1,818,246 $ 791,806 ----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------
See accompanying notes. 2 7 Great Lakes Savings Plan Statements of Net Assets Available for Benefits (continued)
DECEMBER 31, 1992 ------------------------------------------------------------------------------------------ LOAN FUND A FUND B FUND C FUND D FUND E FUND FUND G ------------------------------------------------------------------------------------------ ASSETS Great Lakes Chemical Corporation common stock $ 18,971,195 $ -- $ -- $ -- $ -- $ -- $ -- Guaranteed investment contracts -- 5,581,803 -- -- -- -- -- Vanguard Fiduciary Trust Company shares of registered investment companies -- -- 1,895,448 5,349,480 863,905 -- 359,160 Participants' loans receivable -- -- -- -- -- 1,719,631 -- Contributions receivable: Employee 133,344 62,016 22,084 54,226 11,207 -- 8,324 Employer 9,459 4,612 1,668 3,870 802 -- 518 ------------------------------------------------------------------------------------------ Net assets available for benefits $ 19,113,998 $ 5,648,431 $ 1,919,200 $ 5,407,576 $ 875,914 $ 1,719,631 $ 368,002 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------
See accompanying notes. 3 8 Great Lakes Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, 1993 ------------------------------------------------------------------------------------------- LOAN FUND A FUND B FUND C FUND D FUND E FUND FUND G ------------------------------------------------------------------------------------------- Additions: Employee voluntary contributions $ 1,676,004 $ 731,939 $ 271,362 $ 707,224 $ 149,961 $ -- $ 126,177 Employer contributions 310,966 139,693 53,824 132,529 28,899 -- 21,362 Investment income: Dividends 102,965 -- -- 642,878 131,836 -- 16,097 Interest -- 333,160 73,036 -- -- -- -- Interest on participant loans outstanding -- -- -- -- -- 132,198 -- Net realized and unrealized appreciation in current value of investments 1,620,518 -- -- 460,661 23,504 -- 30,593 Employee rollovers 209,840 13,103 113,241 239,956 15,328 2,952 74,702 ------------------------------------------------------------------------------------------- 3,920,293 1,217,895 511,463 2,183,248 349,528 135,150 268,931 Deductions: Participant withdrawals and distributions (790,128) (187,146) (524,270) (413,406) (55,842) (66,282) (20,430) Net transfers from (to) other fund including loan borrowings and repayments (1,658,752) (304,368) 797,155 849,635 111,160 29,747 175,423 Administrative fees -- (1,000) (920) (980) (100) -- (120) ------------------------------------------------------------------------------------------- Net increase 1,471,413 725,381 783,428 2,618,497 404,746 98,615 423,804 Net assets available for benefits at beginning of the year 19,113,998 5,648,431 1,919,200 5,407,576 875,914 1,719,631 368,002 ------------------------------------------------------------------------------------------- Net assets available for benefits at end of the year $20,585,411 $6,373,812 $2,702,628 $8,026,073 $1,280,660 $1,818,246 $ 791,806 ------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------
See accompanying notes. 4 9 Great Lakes Savings Plan Statements of Changes in Net Assets Available for Benefits (continued)
YEAR ENDED DECEMBER 31, 1992 ------------------------------------------------------------------------------------------- LOAN FUND A FUND B FUND C FUND D FUND E FUND FUND G ------------------------------------------------------------------------------------------- Additions: Employee voluntary contributions $ 1,481,821 $ 790,695 $ 290,668 $ 683,185 $ 138,133 $ -- $ 75,048 Employer contributions 104,712 58,566 21,701 48,092 9,989 -- 4,451 Investment income: Dividends 89,157 -- -- 336,701 17,561 -- -- Interest -- 337,454 87,231 -- -- -- 8,737 Interest on participant loans outstanding -- -- -- -- -- 106,827 -- Net realized and unrealized appreciation in current value of investments 3,343,005 62 -- 402,356 76,478 -- 16,306 Employee rollovers 128,434 1,241 341 41,060 12,922 -- 12,988 ------------------------------------------------------------------------------------------- 5,147,129 1,188,018 399,941 1,511,394 255,083 106,827 117,530 Deductions: Participant withdrawals and distributions (672,494) (191,171) (196,129) (126,451) (26,187) (24,124) (1,835) Net transfers from (to) other fund including loan borrowings and repayments 1,842,077 (540,148) (1,656,161) (526,859) 62,074 566,710 252,307 ------------------------------------------------------------------------------------------- Net increase (decrease) 6,316,712 456,699 (1,452,349) 858,084 290,970 649,413 368,002 Net assets available for benefits at beginning of year 12,797,286 5,191,732 3,371,549 4,549,492 584,944 1,070,218 -- ------------------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 19,113,998 $5,648,431 $1,919,200 $5,407,576 $ 875,914 $1,719,631 $ 368,002 ------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------
See accompanying notes. 5 10 Great Lakes Savings Plan Notes to Financial Statements December 31, 1993 1. SUMMARY OF ACCOUNTING POLICIES INVESTMENTS Common stock and shares in registered investment companies are carried at aggregate current value with the difference between cost and current value reflected in the statements of income and changes in participants' equity as unrealized appreciation or depreciation of investments. Market value of common stock is based upon the last sales price as reported by the New York Stock Exchange on the last business day of the year. Market values of shares in registered investment companies are based on the quoted net asset value (redemption value) of the respective investment company at year end. The guaranteed investment contracts are carried at cost which approximates current value. The number of units of Great Lakes Chemical Corporation Common Stock held by the Plan has not been adjusted to reflect the 2-for-1 stock split effected during 1989 and 1992. INVESTMENT INCOME Dividends are recorded as income on the dividend record date. Realized gains or losses on investment securities sold are determined using the average historical cost method. INCOME TAX STATUS The Internal Revenue Service has ruled that the plan qualifies as defined by Sections 401(a) and 401(k) of the Internal Revenue Code (IRC) and is, therefore, not subject to taxes using present income tax laws. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Administration Committee of the Company, which is appointed by the Board of Directors of the Company to administer the Plan, is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 2. DESCRIPTION OF THE PLAN Great Lakes Chemical Corporation (the Company) adopted the Great Lakes Savings Plan (the Plan), a Section 401(k) plan, effective May 1, 1985. All employees who have been employed for one or more years by the Company or its participating subsidiaries or been credited with at least 1,000 hours of service at the end of the twelve months following employment may participate in the plan. Participation is voluntary. 6 11 Great Lakes Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Voluntary employee contributions to the Plan are made through periodic payroll deductions at the rate of 1% to 15% of the participants' eligible earnings. The Company contributes an amount equal to 25% of the participants' basic contribution, limited to the first 2% of the participants' eligible earnings. Additionally, the Company will contribute an amount equal to 25% of the next 2% of the participants' eligible earnings should the Company's after-tax profits for the plan year exceed 130% of the average after-tax profits of the two preceding years. Participants may designate that their contributions and the Company's matching contributions be made to any of six funds: Fund A (a Great Lakes Chemical Corporation common stock fund), Fund B (guaranteed investment contracts) and Funds C, D, E and G (shares of Vanguard Fiduciary Trust Company registered investment companies). Fund G was established in 1992. At December 31, 1993 there were 1,259, 676, 378, 630, 241, and 129 participants in Funds A, B, C, D, E and G, respectively, and at December 31, 1992 there were 1,161, 1,192, 350, 548, 199, and 65 participants in Funds A, B, C, D, E, and G, respectively. At December 31, 1993, Fund B consists of one guaranteed investment contract, GIC - Variable, which has 676 participants. At December 31, 1992, Fund B consisted of two guaranteed investment contracts - GIC 2-90, which had 503 participants and GIC-variable which had 689 participants. A participant in the Plan may request a partial withdrawal of the amounts held in the participant account (which reflects all vested contributions to the Plan) at any time and will be paid the current value of the account as a result of a financial hardship. However, the withdrawal must be necessary to meet an immediate and heavy financial need of the participant and must not exceed the value of the participant account or the amount required to meet the need created by the financial hardship. Participants who have attained the age of 59 1/2 may at any time make withdrawals from the participant account. Such withdrawals must not exceed the balance of the participant account. A participant may also borrow against the total vested balance in his account at a minimum of $1,000 and a maximum up to 50% of the account balance, not to exceed $50,000. A participant is allowed one loan at a time with the interest rate being one percent above the prime lending rate on the first day of the month in which the loan was made. Loans are repaid through payroll deductions over no more than 5 years (15 years if the loan was made for the purchase of a primary residence). The employers' matching contributions are not available for participant loans. 7 12 Great Lakes Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) A participant who terminates employment is able to receive the full value of his participant account. Participants with 6 or more years of service following the Plan year for which the contribution was made are 100% vested in the Company's matching contributions. Participants with less than two years, at least two, three, four or five years of service following the Plan year for which the contribution was made are zero, 20%, 40%, 60% or 80% vested, respectively. Upon complete withdrawal by a participant, the nonvested portion of the employers' contribution will be forfeited and applied to reduce the employer's future contributions. The Company has the right to terminate the Plan. In the event the Plan is terminated, each participant's account shall be nonforfeitable with respect to both the participants' and the vested portion of the Company's contributions, and the net assets are to be set aside for the payment of withdrawals to the participants. 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets were as follows:
1993 1992 ------------------------------ Great Lakes Chemical Stock Fund (Fund A) $ 20,316,907 $ 18,971,195 Windsor Fund (Fund D) 7,905,392 5,349,480 VMMR-Prime Portfolio (Fund C) 2,659,840 1,895,448 Guaranteed Investment Contracts (Fund B) 6,265,176 5,581,803
4. TRANSACTIONS WITH PARTIES-IN-INTEREST During 1993 and 1992, the Plan received $102,965 and $89,157, respectively, in common stock dividends from the Company. Fees paid for legal, accounting and other services rendered by parties-in-interest were paid by the Company. 5. SUBSEQUENT EVENTS Effective January 1, 1994, the Pentech/QO Profit Sharing and Employee Savings Plan for Salaried Employees was merged into the Plan. In connection therewith, assets amounting to approximately $17,800,000 were transferred into the Plan subsequent to year end. As of May 17, 1994, there has been a temporary decline of approximately $7,000,000 in the value of the Company's common stock held in the Fund A. 8 13 Great Lakes Savings Plan Assets Held for Investment Year ended December 31, 1993
Item 27(a) (b) (c) (d) (e) DESCRIPTION OF INVESTMENT, IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE OF CURRENT LESSOR OR SIMILAR PARTY INTEREST, PAR OR MATURITY VALUE COST VALUE - - - --------------------------------------------------------------------------------------------------------------------------- Common Stock: Great Lakes Chemical Corporation * 66,527 units of common stock $ 9,959,571 $ 20,316,907 Guaranteed Investment Contracts with Insurance Company 6,265,176 units 6,265,176 6,265,176 Registered Investment Companies: Vanguard Money Market Fund * 2,659,840 units 2,659,840 2,659,840 Vanguard Windsor Fund * 568,324 units 7,473,575 7,905,392 Vanguard Explorer Fund * 27,848 units 1,058,481 1,256,228 Vanquard 500 Portfolio * 17,554 units 732,812 769,378
* Indicates party-in-interest to the Plan. 9 14 Great Lakes Savings Plan Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets Year ended December 31, 1993
Item 27(d) (A) (B) (C) (D) (G) (H) (I) CURRENT VALUE OF PURCHASE SELLING COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED FUND DESCRIPTION OF ASSET PRICE PRICE ASSET TRANSACTION DATE (LOSS) - - - ---------------------------------------------------------------------------------------------------------------------------------- Category (iii) - A series of transactions in excess of 5% of plan assets: - - - ------------------------------------------------------------------------- Vanguard Fiduciary Trust Company A Great Lakes Chemical Corporation Common Stock Fund - 88 transactions $ 5,330,166 $ -- $ 5,330,166 $ 5,330,166 $ -- Vanguard Fiduciary Trust Company A Great Lakes Chemcial Corporation Common Stock Fund - 119 transactions -- 5,604,933 5,233,086 5,604,933 371,847 Vanguard Fiduciary Trust Company B Vanguard Fiduciary Trust Company (Sponsor) - Guaranteed Investment Contracts - 120 transactions 3,486,219 -- 3,486,219 3,486,219 -- Vanguard Fiduciary Trust Company B Vanguard Fiduciary Trust Company (Sponsor) - Guaranteed Investment Contracts - 98 transactions -- 2,802,846 2,802,846 2,802,846 -- Vanguard Fiduciary Trust Company C Vanguard Fiduciary Trust Company (Sponsor) - Market Trust Prime Portfolio - 111 transactions 2,805,002 -- 2,805,002 2,805,002 -- Vanguard Fiduciary Trust Company D Vanguard Fiduciary Trust Company (Sponsor) - Windson Fund - 76 transactions 3,347,489 -- 3,347,489 3,347,489 --
Category: (i) Single transactions in excess of 5% of plan assets (ii) Series of transactions other than securities transactions (iii) Series of securities transactions (iv) Transactions with or in conjunction wtih a person if any single transaction with that person was in excess of 5% Notes: There were no category (i), (ii) or (iv) reportable transactions during 1993. Information concerning "Lease Rental" and "Expenses Incurred with Transactions" have not been presented as they are not applicable. 10 15 Consent of Independent Auditors We consent to the incorporation by reference in Registration Statement Number 33-02075 on Form S-8 dated December 11, 1985, of our report dated May 17, 1994, with respect to the financial statements and schedules included in this Annual Report on Form 11-K of Great Lakes Savings Plan for the year ended December 31, 1993. ERNST & YOUNG May 17, 1994 -----END PRIVACY-ENHANCED MESSAGE-----