-----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, KAZicqD3tcegYy3UeBTtzzJBrVxioIP6l7qNVc/OzdS9oL3yswAD2DcuQ45i9Lvt rf3ODNKH/kwiMSSbt2LrCw== 0000950124-98-003624.txt : 19980630 0000950124-98-003624.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950124-98-003624 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES CHEMICAL CORP CENTRAL INDEX KEY: 0000043362 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 951765035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06450 FILM NUMBER: 98655848 BUSINESS ADDRESS: STREET 1: ONE GREEAT LAKES BLVD CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 3174976219 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 ANNUAL REPORT OF EMPLOYEE SAVINGS PLAN 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT OF EMPLOYEE SAVINGS PLAN PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GREAT LAKES SAVINGS PLAN (Exact name of registrant as specified in its charter) DELAWARE 95-1765035 (State or other jurisdiction of (IRS-Employer Incorporation of organization) Identification No.) ONE GREAT LAKES BOULEVARD P.O. BOX 2200 WEST LAFAYETTE, IN 47906 (Address of principal executive offices) (Zip Code) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 ------------------------------------------------ [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number ---- ---- -------- 2 ================================================================================ Great Page 1 ================================================================================ ANNUAL REPORT ON FORM 11-K ITEM (a) LIST OF FINANCIAL STATEMENTS EXHIBIT 23 December 31, 1997 GREAT LAKES SAVINGS PLAN WEST LAFAYETTE, INDIANA 3 ================================================================================ Great Page 2 ================================================================================ 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, 1997 and 1996 Statements of Changes in Net Assets Available for Benefits-Years Ended December 31, 1997 and 1996 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 Page 3 ================================================================================ 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, 1997 and 1996, 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, 1997 and 1996, and the changes in net assets available for benefits, with fund information, for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1997, loans or fixed income obligations as of December 31, 1997 and of reportable transactions 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 financial statements. These supplemental schedules are the responsibility of the Plans' management. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. May 1, 1998 5 Great Lakes Savings Plan Statements of Net Assets Available for Benefits, With Fund Information December 31, 1997
FUND INFORMATION ------------------------------------------------------------------------------------- GREAT LAKES CHEMICAL CORPORATION VANGUARD VMMR COMMON RETIREMENT PRIME VANGUARD VANGUARD STOCK SAVINGS TRUST PORTFOLIO WINDSOR EXPLORER LOAN FUND ------------------------------------------------------------------------------------- Assets Investments at fair value: Common stock $15,072,613 $ - $ - $ - $ - $ - Vanguard Fiduciary Trust Company shares of registered Investment companies - 19,641,519 3,876,786 25,588,292 4,448,292 Investments at estimated fair value: Participant notes - - - - - 2,720,362 Receivables: Participant loans 28,580 13,988 7,411 27,227 6,315 - Participant contributions 106,480 52,347 29,230 151,430 41,211 - Employer contributions 16,294 7,117 4,472 20,982 6,083 - ------------------------------------------------------------------------------------- Net assets available for benefits $15,223,967 $19,714,971 $3,917,899 $25,787,931 $4,501,901 $2,720,362 ===================================================================================== FUND INFORMATION ----------------------------------------------------- VANGUARD VANGUARD INDEX 500 WELLESLEY VANGUARD INT'L GROWTH PORTFOLIO INCOME BOND INDEX PORTFOLIO TOTAL ------------------------------------------------------------------- Assets Investments at fair value: Common stock $ - $ - $ - $ - $15,072,613 Vanguard Fiduciary Trust Company shares of registered Investment companies 20,178,090 3,548,285 215,021 434,800 77,931,085 Investments at estimated fair value: Participant notes - - - - 2,720,362 Receivables: Participant loans 12,864 1,771 75 318 98,549 Participant contributions 93,873 22,233 1,445 4,466 502,715 Employer contributions 12,753 3,214 199 584 71,698 ------------------------------------------------------------------- Net assets available for benefits $20,297,580 $3,575,503 $216,740 $ 440,168 $96,397,022 ===================================================================
See accompanying notes. 2 6 Great Lakes Savings Plan Statements of Net Assets Available for Benefits, With Fund Information December 31, 1996
Fund Information ------------------------------------------------------------------------------------------ Great Lakes Chemical Corporation Vanguard VMMR Common Retirement Prime Vanguard Vanguard Stock Savings Trust Portfolio Windsor Explorer Loan Fund ------------------------------------------------------------------------------------------ Assets Investments at fair value: Common stock $15,818,897 $ - $ - $ - $ - $ - Vanguard Fiduciary Trust Company shares of registered Investment companies - 20,208,967 3,473,254 19,155,691 3,905,047 - Investments at estimated fair value: Participant notes - - - - - 2,631,919 Receivables: Participant loans 36,364 14,633 4,917 21,603 7,854 - Participant contributions 127,410 58,592 32,949 127,811 39,085 - Employer contributions 19,622 8,461 5,025 18,795 5,758 - ------------------------------------------------------------------------------------------ Net assets available for benefits $16,002,293 $20,290,653 $3,516,145 $ 19,323,900 $3,957,744 $2,631,919 ========================================================================================== Fund Information ----------------------------------------------------- Vanguard Vanguard Index 500 Wellesley Vanguard Int'l Growth Portfolio Income Bond Index Portfolio Total ------------------------------------------------------------------ Assets Investments at fair value: Common stock $ - $ - $ - $ - $15,818,897 Vanguard Fiduciary Trust Company shares of registered Investment companies 13,651,947 2,727,798 - - 63,122,704 Investments at estimated fair value: Participant notes - - - - 2,631,919 Receivables: Participant loans 26,781 9,307 - - 121,459 Participant contributions 67,524 16,488 - - 469,859 Employer contributions 9,547 2,447 - - 69,655 ------------------------------------------------------------------ Net assets available for benefits $13,755,799 $2,756,040 $ - $ - $82,234,493 ==================================================================
See accompanying notes. 3 7 Great Lakes Savings Plan Statements of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1997
Fund Information ----------------------------------------------------------------------- Great Lakes Chemical Corporation Vanguard VMMR Common Retirement Prime Vanguard Vanguard Stock Savings Trust Portfolio Windsor Explorer ----------------------------------------------------------------------- Additions to net assets attributed to: Participant contributions $ 1,902,451 $ 916,848 $ 483,337 $ 2,302,440 $ 593,680 Employer contributions 262,062 189,289 171,677 323,795 96,564 Rollover contributions 89,482 37,513 71,968 116,777 24,796 Investment income: Dividends 218,282 - - 4,102,269 437,510 Interest - 1,190,439 195,235 - - Net appreciation (depreciation) in fair value of investments (570,527) - - 356,181 96,130 Transfer from other plans 297 - - 2,636 1,129 ----------------------------------------------------------------------- Total additions 1,902,047 2,334,089 922,217 7,204,098 1,249,809 Deductions from net assets attributed to: Benefits paid to participants 872,582 1,982,013 484,303 1,124,180 221,022 Other transfers out - - - - - Administrative fees 1,400 2,740 1,940 1,400 800 ----------------------------------------------------------------------- Total deductions 873,982 1,984,753 486,243 1,125,580 221,822 Interfund transfers (net) (1,421,349) (655,719) 116,059 739,687 (411,582) ----------------------------------------------------------------------- Net increase (decrease) (393,284) (306,383) 552,033 6,818,205 616,405 Net assets available for benefits at beginning of year 16,002,293 20,290,653 3,516,145 19,323,900 3,957,744 ----------------------------------------------------------------------- Net assets available for benefits at end of year $15,609,009 $19,984,270 $4,068,178 $26,142,105 $4,574,149 ======================================================================= Fund Information -------------------------------------------------------------------- Vanguard Vanguard Index 500 Wellesley Vanguard Int'l Growth Loan Fund Portfolio Income Bond Index Portfolio Total ----------------------------------------------------------------------------------- Additions to net assets attributed to: Participant contributions $(1,355,278) $ 1,337,484 $ 263,702 $ 8,572 $ 44,344 $ 6,497,580 Employer contributions - 266,367 272,378 1,653 6,258 1,590,043 Rollover contributions - 224,402 32,665 - 1,793 599,396 Investment income: - Dividends - 406,572 384,856 4,216 17,836 5,571,541 Interest 222,413 - - - - 1,608,087 Net appreciation (depreciation) - in fair value of investments - 4,246,324 165,527 3,403 (36,697) 4,260,341 Transfer from other plans (4,100) 109 (269) - - (198) ----------------------------------------------------------------------------------- Total additions (1,136,965) 6,481,258 1,118,859 17,844 33,534 20,126,790 Deductions from net assets attributed to: Benefits paid to participants 231,474 803,974 232,986 - - 5,952,534 Other transfers out 2,847 - - - - 2,847 Administrative fees - 260 300 - 40 8,880 ----------------------------------------------------------------------------------- Total deductions 234,321 804,234 233,286 - 40 5,964,261 Interfund transfers (net) - 1,060,194 (36,333) 200,148 408,895 - ----------------------------------------------------------------------------------- Net increase (decrease) (1,371,286) 6,737,218 849,240 217,992 442,389 14,162,529 Net assets available for benefits at beginning of year 2,631,919 13,755,799 2,756,040 - - 82,234,493 ----------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 1,260,633 $20,493,017 $3,605,280 $217,992 $ 442,389 $96,397,022 ===================================================================================
See accompanying notes. 4 8 Great Lakes Savings Plan Statements of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1996
Fund Information ------------------------------------------------------------------------------------- Great Lakes Chemical Corporation Vanguard VMMR Common Retirement Prime Vanguard Vanguard Stock Savings Trust Portfolio Windsor Explorer Loan Fund ------------------------------------------------------------------------------------- Additions to net assets attributed to: Participant contributions $ 1,938,501 $ 844,857 $ 450,064 $ 1,741,344 $ 504,845 $ - Employer contributions 299,547 218,777 74,463 265,750 77,844 - Rollover contributions 33,488 38,062 16,335 75,317 69,929 - Investment income: Dividends 194,499 1,827,571 210,264 Interest 1,162,459 175,746 206,955 Net appreciation (depreciation) in fair value of investments (8,289,001) - - 2,004,333 229,925 - Transfer from other plans 1,422 1,347 2,324 2,920 666 ------------------------------------------------------------------------------------- Total additions (5,821,544) 2,265,502 718,932 5,917,235 1,093,473 206,955 Deductions from net assets attributed to: Benefits paid to participants 1,139,634 1,212,510 193,363 701,369 297,413 115,130 Administrative fees 1,560 1,540 33,694 2,120 660 - ------------------------------------------------------------------------------------- Total deductions 1,141,194 1,214,050 227,057 703,489 298,073 115,130 Interfund transfers (net) (1,737,479) (747,902) (69,114) 261,740 234,574 254,644 ------------------------------------------------------------------------------------- Net increase (decrease) (8,700,217) 303,550 422,761 5,475,486 1,029,974 346,469 Net assets available for benefits at beginning of year 24,702,510 19,987,103 3,093,384 13,848,414 2,927,770 2,285,450 ------------------------------------------------------------------------------------- Net assets available for benefits at end of year $16,002,293 $20,290,653 $3,516,145 $19,323,900 $3,957,744 $2,631,919 ===================================================================================== Fund Information ----------------------------------------------------- Vanguard Vanguard Index 500 Wellesley Vanguard Int'l Growth Portfolio Income Bond Index Portfolio Total ------------------------------------------------------------------ Additions to net assets attributed to: Participant contributions $ 863,088 $ 242,682 $ - $ - $ 6,585,381 Employer contributions 201,209 324,391 - - 1,461,981 Rollover contributions 126,728 60,666 - - 420,525 Investment income: Dividends 286,574 221,807 - - 2,740,715 Interest 1,545,160 Net appreciation (depreciation) in fair value of investments 2,069,175 25,228 - - (3,960,340) Transfer from other plans 1,327 (1,097) - - 8,909 ------------------------------------------------------------------ Total additions 3,548,101 873,677 - - 8,802,331 Deductions from net assets attributed to: Benefits paid to participants 624,070 233,611 - - 4,517,100 Administrative fees 400 260 - - 40,234 ------------------------------------------------------------------ Total deductions 624,470 233,871 - - 4,557,334 Interfund transfers (net) 1,680,380 123,157 - - - ------------------------------------------------------------------ Net increase (decrease) 4,604,011 762,963 - - 4,244,997 Net assets available for benefits at beginning of year 9,151,788 1,993,077 - - 77,989,496 ------------------------------------------------------------------ Net assets available for benefits at end of year $13,755,799 $2,756,040 $ - $ - $82,234,493 ==================================================================
See accompanying notes. 5 9 ================================================================================ Great Page 4 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements December 31, 1997 1. DESCRIPTION OF THE PLAN The following description of Great Lakes Savings Plan (the Plan) provides only general information. More detailed information concerning the Plan may be found by consulting the Summary Plan Description which is available from the Plan Administrator. The Plan is a defined contribution plan covering all full-time employees of Great Lakes Chemical Corporation (the Company) upon date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS 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 50% of the participants' basic contribution, limited to the first 2% of the participants' eligible earnings (effective January 1, 1998, this limitation will increase from 2% to 4% of the participants' eligible earnings). Additionally, the Company will contribute an amount equal to 50% of the next 2% of the participants' eligible earnings should the Company's after-tax profits for the plan year exceed 120% of the average after-tax profits of the two preceding years. INVESTMENT OPTIONS Participants may designate that their contributions and the Company's matching contributions be made to any of nine funds. Investment options, other than the option to invest in Great Lakes Chemical Corporation Common Stock, that are available to participants are as follows: Vanguard/Windsor Fund - This is a mutual fund invested primarily in common stocks that provide the greatest potential for capital growth over long periods of time and/or that have a history of paying dividends. Vanguard Explorer Fund - This is a mutual fund invested primarily in common stocks of small companies. 10 ================================================================================ Great Page 5 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements (continued) December 31, 1997 1. DESCRIPTION OF THE PLAN (CONTINUED) Vanguard/Wellesley Income Fund - This is a mutual fund invested primarily in (1) stocks that provide a potential growth and dividend income and (2) bonds for current income potential and conservation of principal. VMMR Prime Portfolio Fund - This is a money market fund invested in short-term securities such as certificates of deposit, banker's acceptances, commercial paper and U.S. government securities. Vanguard Index 500 Portfolio Fund - This is a mutual fund invested in all stocks included in the Standard and Poor's 500 Index in approximately the same proportion as they are presented in the Standard and Poor's 500 Index. Vanguard Retirement Savings Trust - This is a pooled fund invested in investment contracts issued by high quality insurance companies and banks. Vanguard Bond Index Fund - This is a mutual fund which maintains exposure to the entire U.S. investment-grade bond market by paralleling the performance of the Lehman Aggregate Bond Index. This fund became available to participants in 1997. Vanguard International Growth Portfolio Fund - This is a mutual fund invested in common stocks of non-U.S. companies that became available to participants in 1997. The portfolio invests in stocks of companies from more than 15 countries. PAYMENT OF BENEFITS 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 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. 11 ================================================================================ Great Page 6 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements (continued) December 31, 1997 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT NOTES RECEIVABLE A participant may borrow against the 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 4 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. VESTING 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 or administrative expenses. 2. SUMMARY OF ACCOUNTING POLICIES INVESTMENTS VALUATION AND INCOME RECOGNITION 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. The shares in registered investment companies are valued on the quoted market prices which represent the net asset values of shares held by the Plan at year end. The participant notes are valued at cost which approximates fair value. Dividends are recorded as income on the dividend receipt date. Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Realized gains or losses on investment securities sold are determined using the average historical cost method. 12 ================================================================================ Great Page 7 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements (continued) December 31, 1997 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES Preparation of the financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INVESTMENTS The following summarized amounts and related information disclosed elsewhere in total and by fund, including investment income were obtained or derived from information supplied to the Plan Administrator and certified as complete and accurate by Vanguard Fiduciary Trust Company, the Trustee. During 1997 and 1996, the Plan's investments in the various funds (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE FAIR VALUE AT DURING YEAR END OF YEAR -------------------------------------- Year ended December 31, 1997: Fair value as determined by quoted market prices: Common stock: Great Lakes Chemical Corporation $(570,527) $15,072,613 Shares of registered investment companies: VMMR Prime Portfolio Fund - 3,876,786 Vanguard/Windsor Fund 356,181 25,588,292 Vanguard Explorer Fund 96,130 4,448,292 Vanguard Index 500 Portfolio Fund 4,246,324 20,178,090 Vanguard/Wellesley Income Fund 165,527 3,548,285 Vanguard Retirement Savings Trust - 19,641,519 Vanguard Bond Index Fund 3,403 215,021 Vanguard Int'l Growth Portfolio (36,697) 434,800 --------------------------------- 4,260,341 93,003,698 Investments at estimated fair value: Participant loans - 2,270,362 --------------------------------- $4,260,341 $95,724,060 =================================
13 ================================================================================ Great Page 8 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements (continued) December 31, 1997 3. INVESTMENTS (CONTINUED)
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE FAIR VALUE AT DURING YEAR END OF YEAR ----------------------------------- Year ended December 31, 1996: Fair value as determined by quoted market prices: Common stock: Great Lakes Chemical Corporation $(8,289,001) $15,818,897 Shares of registered investment companies: VMMR Prime Portfolio Fund - 3,473,254 Vanguard/Windsor Fund 2,004,333 19,155,691 Vanguard Explorer Fund 229,925 3,905,047 Vanguard Index 500 Portfolio Fund 2,069,175 13,651,947 Vanguard/Wellesley Income Fund 25,228 2,727,798 Vanguard Retirement Savings Trust - 20,208,967 ------------------------------ (3,960,340) 78,941,601 Investments at estimated fair value: Participant loans - 2,631,919 ------------------------------ $(3,960,340) $81,573,520 ==============================
Individual investments that represent 5 percent or more of the Plan's net assets are separately identified:
1997 1996 ------------------------ Investments at fair value as determined by quoted market price: Great Lakes Chemical Corporation Common Stock $15,072,613 $15,818,897 Vanguard/Windsor Fund 25,588,292 19,155,691 Vanguard Index 500 Portfolio Fund 20,178,090 13,651,947 Vanguard Retirement Savings Trust 19,641,519 20,208,967
4. PLAN TERMINATION Although it has not expressed the intent to do so, 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 Company's contributions (vested and nonvested portions), and the net assets are to be set aside for the payment of withdrawals to the participants. 14 ================================================================================ Great Page 9 ================================================================================ Great Lakes Savings Plan Notes to Financial Statements (continued) December 31, 1997 5. TRANSACTIONS WITH PARTIES-IN-INTEREST During 1997 and 1996, the Plan received $218,282 and $194,499, 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. 6. INCOME TAX STATUS The Internal Revenue Service ruled on September 12, 1995 that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. Effective January 1, 1996, certain provisions of the Plan were amended, including eligibility requirements and calculation and allocation of profit sharing amounts. The Plan Administrator is not aware of any course of actions or series of events that have occurred that might adversely affect the Plan's qualified status. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has developed a plan to be ready for the year 2000. The project includes determining whether third party service providers have reasonable plans in place to become year 2000 compliant. The Plan Sponsor currently expects the project to be substantially complete by early 1999. The Plan Sponsor does not expect this project to have a significant effect on plan operations. 15 ================================================================================ Great Page 10 ================================================================================ Great Lakes Savings Plan Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997 EIN: 95-1765035 Plan Number: 004
(B) (C) (D) (E) DESCRIPTION OF INVESTMENT, INCLUDING IDENTITY OF ISSUE, MATURITY DATE, RATE OF BORROWER, LESSOR INTEREST, PAR OR CURRENT OR SIMILAR PARTY MATURITY VALUE COST VALUE - ------------------------------------------------------------------------------------------------ Common stock Great Lakes Chemical Corporation * 81,708 shares $ 15,562,467 $ 15,072,613 Vanguard Retirement Savings Trust* 19,641,519 units 19,641,519 19,641,519 VMMR Prime Portfolio Fund* 3,876,786 units 3,876,786 3,876,786 Vanguard/Windsor Fund * 1,506,997 units 23,420,528 25,588,292 Vanguard Explorer Fund * 80,439 units 3,001,924 4,448,292 Vanguard Index 500 Portfolio Fund * 224,027 units 13,115,892 20,178,090 Vanguard/Wellesley Income Fund 162,319 units 3,335,712 3,548,285 Vanguard Bond Index Fund * 21,310 units 211,638 215,021 Vanquard Int'l Growth Portfolio * 26,528 units 466,218 434,800 Participant Notes 573 outstanding notes with varying principal amounts, various maturities generally four years from inception and interest rates ranging from 5.9% to 11% 2,720,362 2,720,362 ---------------------------- $ 85,353,046 $ 95,724,060 ============================
* Indicates party-in-interest to the Plan. 16 ERISA Schedules 17 Great Lakes Savings Plan Line 27(b) - Schedule of Loans or Fixed Income Obligations Year ended December 31, 1997
EIN: 95-1765035 Plan #: 004 (b) (c) (d) (e) (f) (g) PRINCIPAL INTEREST ORIGINAL RECEIVED RECEIVED UNPAID IDENTITY OF PARTY AMOUNT OF DURING THE DURING THE BALANCE AT INVOLVED THE LOAN YEAR YEAR END OF YEAR Description of Loan - ------------------------------------------------------------------------------------------------------------------------------------ 2) Lyons, Gerald $ 10,490 $ 2,483 $ 689 $ 6,053 Loan granted October 27, 1995 to be paid over 4 years in monthly installments with an interest rate of 9.75% 2) Price, Rachael 1,300 836 55 464 Loan granted February 14, 1997 to be paid over 1 year in monthly installments with an interest rate of 9.25% 1) Stewart, Wilfred 5,900 117 43 5,782 Loan granted August 29, 1997 to be paid over 4 years in monthly installments with an interest rate of 9.5% (h) (i) Amount Overdue ----------------------- Principal Interest - -------------------------------------- 2) $ 1,210 $ 134 2) 307 7 1) 299 145
1)Defaulted in 1997 2)Payments reactivated in 1997 13 18 Great Lakes Savings Plan Line 27(d) - Schedule of Reportable Transactions Year ended December 31, 1997
EIN: 95-1765035 Plan #: 004 (a) (b) (c) (d) (g) (h) (i) CURRENT VALUE OF ASSET ON PURCHASE TRANSACTION Net Gain IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE COST OF ASSET DATE (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Category (iii) - A series of transactions in excess of 5% of plan assets: Great Lakes Chemical Corporation Common stock shares 3,628,762 3,628,762 3,628,762 (100,133) Common Stock Fund 3,804,816 3,904,949 3,804,816 Vanguard Windsor Fund Mutual fund shares 9,713,709 9,713,709 9,713,709 586,538 3,639,926 3,053,388 3,639,926 Vanguard Index 500 Portfolio Fund Mutual fund shares 5,078,454 5,078,454 5,078,454 682,269 2,798,743 2,116,474 2,798,743 Vanguard Investment Contract Trust Investment contracts 4,535,223 4,535,223 4,535,223 - 5,102,671 5,102,671 5,102,671
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 with a person if any single transaction with that person was in excess of 5% Columns (e) and (f) not used as they are not applicable. Notes: There were no category (i), (ii) or (iv) reportable transactions during 1997. Information concerning "Lease Rental" and expenses Incurred with Transactions have not been presented as they are not applicable. 14 19 GREAT LAKES SAVINGS PLAN Pursuant to the requirements of the Securities Exchange Act of 1934, the Administration Committee of this employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: 6-25-98 Great Lakes Savings Plan ------------- ------------------------------------------ (Name of Plan) /s/ Steven D. Mead ------------------------------------------ Steven D. Mead Corporate Compensation & Benefits Manager EX-23 2 CONSENT OF ERNST & YOUNG 1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS EXHIBIT 23 Great Lakes Savings Plan We consent to the incorporation by reference in Registration Statement (Form S-8 No. 33-02075) pertaining to the Savings Plan of Great Lakes Chemical Corporation of our report dated May 1, 1998 with respect to the financial statements of the Great Lakes Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young - --------------------- ERNST & YOUNG LLP Indianapolis, Indiana June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----