10-Q/A

FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-19983

SYBRON CHEMICALS INC.
(Exact name of registrant as specified in its charter)

          DELAWARE                             51-0301280

(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)        Identification No.)

Birmingham Rd., P.O. Box 66, Birmingham New Jersey           08011
(Address of principal executive offices)                            (zip code)

Registrant's telephone number, including area code (609) 893-1100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X    No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

        Class                                         Outstanding at June 30, 2000        
Common stock, $.01 par value                        5,737,561

SYBRON CHEMICALS INC.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This Form 10-Q/A Report contains information that is forward-looking, such as information relating to future capital expenditures and liquidity. Such forward-looking information involves important risks and uncertainties that could significantly affect expected results in the future from those expressed in any forward-looking statements made by, or on behalf of, the Company. These risks and uncertainties include, but are not limited to, uncertainties relating to economic conditions, fluctuations in exchange rates of various foreign currencies, and other risks associated with foreign operations, changes in governmental and regulatory policies including environmental regulations, the pricing of raw materials, the ability of the Company to make and successfully integrate corporate acquisitions, technological developments, and changes in the competitive environment in which the Company operates.

                                  INDEX
                                                                       Page No.
Part I   Financial information

                  Item 1 - Financial Statements

                  Consolidated Balance Sheet -
                   June 30, 2000 and December 31, 1999                     1

                  Consolidated Statement of Operations -
                   six months ended June 30, 2000 and 1999                 2

                  Consolidated Statement of Operations -
                   Three months ended June 30, 2000 and 1999               3

                  Consolidated Statement of Cash Flows -
                   six months ended June 30, 2000 and 1999                 4

                  Notes to Consolidated Financial Statements             5 - 9

                  Item 2 - Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                           10 - 12

Part II  Other information

                  Item 1   Legal Proceedings                               13

                  Exhibit Index                                            13

                  Signature                                                14

PART I - FINANCIAL INFORMATION

SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(in thousands except share and per share data)

                                                           ASSETS
                                             Unaudited    Audited
                                              June 30,    Dec. 31,
                                               2000        1999
                                             --------     -----
Current assets:
  Cash and cash equivalents                   $ 14,592    $ 14,697
  Accounts receivable, net                      54,598      50,316
  Inventories, net                              38,550      37,205
  Prepaid and other current assets               5,270       5,066
                                                 -----       -----
    Total current assets                       113,010     107,284

Property, plant and equipment, net              71,618      74,459
Intangible assets, net                          67,111      68,454
Other assets                                     6,785       6,934
                                              --------    --------
                                              $258,524    $257,131
                                              ========    ========

                  LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt           $  5,698    $  8,501
  Accounts payable                              29,619      24,489
  Accrued liabilities                           14,141      15,636
                                                ------      ------
    Total current liabilities                   49,458      48,626

Long-term debt                                 125,131     127,706
Deferred income taxes                            2,309       1,429
Postretirement benefits                          3,523       3,584
Other liabilities                                3,133       3,203
                                              --------    --------
    Total liabilities                          183,554     184,548
                                              --------    --------

Commitments and contingencies

Shareholders' equity:
 Preferred stock, $.01 par value -
  500,000 shares authorized; none issued
 Common stock - $.01 par value -
    20,000,000 shares authorized;
    issued 5,942,665 (2000) and
    5,941,165 (1999) shares                         59          59
 Additional paid-in capital                     24,219      24,214
 Retained earnings                              67,368      63,405
 Accumulated other comprehensive losses        (12,574)    (10,943)
 Treasury stock, at cost - 205,104 (2000)
   and 207,611 (1999) shares                    (4,102)     (4,152)
                                              ---------   ---------
    Total shareholders' equity                  74,970      72,583
                                              ---------   --------
                                              $258,524    $257,131
                                              =========   ========

The accompanying notes are an integral part of
the financial statements

SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited in thousands except per share amounts)

                                                  Six months
                                                    ended
                                                   June 30,
                                             --------------
                                               2000       1999
                                              ------     -----

Net sales                                    $147,127   $133,659
                                             --------   --------

Cost of sales                                 101,023     87,201
Selling, general and administrative            28,195     27,892
Research and development                        2,686      2,665
                                             --------   --------
                                              131,904    117,758
                                             --------   --------

Operating income                               15,223     15,901
                                             --------   --------

Other (income) expense
  Interest expense                              6,197      5,520
  Other - net                                   2,217        836
                                             ---------  --------
                                                8,414      6,356
                                             ---------  --------

Income before income taxes                      6,809      9,545

Provision for income taxes                      2,846      3,913
                                             --------   --------

Net income                                   $  3,963   $  5,632
                                             ========   ========

Net income per share:
  Basic                                      $   0.69   $    .98
                                             ========   ========
  Diluted                                    $   0.69   $    .98
                                             ========   ========

Weighted average shares outstanding:
  Basic                                     5,736,170  5,725,065
  Diluted                                   5,777,361  5,754,953

The accompanying notes are an integral part of
the financial statements

SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited in thousands except per share amounts)

                                                Three months
                                                    ended
                                                  June 30,
                                             -------------
                                               2000       1999
                                              ------     -----

Net sales                                    $ 73,852   $ 64,974
                                             --------   --------

Cost of sales                                  50,825     42,074
Selling, general and administrative            13,866     15,043
Research and development                        1,344      1,368
                                             --------   --------
                                               66,035     58,485
                                             --------   --------

Operating income                                7,817      6,489
                                             --------   --------

Other (income) expense
  Interest expense                              3,217      2,699
  Other - net                                     599         24
                                             --------   --------
                                                3,816      2,723
                                             --------   --------

Income before income taxes                      4,001      3,766

Provision for income taxes                      1,574      1,544
                                             --------   --------

Net income                                   $  2,427   $  2,222
                                             ========   ========

Net income per share:
  Basic                                      $   0.42   $    .39
                                             ========   ========
  Diluted                                    $   0.42   $    .38
                                             ========   ========

Weighted average shares outstanding:
  Basic                                     5,737,539  5,726,820
  Diluted                                   5,806,223  5,794,905

The accompanying notes are an integral part of
the financial statements

SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited in thousands)

                                                        Six months
                                                           ended
                                                         June 30,
                                                      2000     1999
                                                     ------   -----
Cash flows from operating activities:

Net income                                          $ 3,963   $ 5,632

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                       6,347     6,711
  Provision for losses on accounts receivable           284       292
  Direct costs of financing                           1,729
  Changes in assets and liabilities:
    Accounts receivable                              (5,814)   (6,075)
    Inventory                                        (1,855)   (2,704)
    Other current assets                                410        64
    Accounts payable and accrued expenses             3,516     2,464
    Income taxes payable                                 69     2,094
    Other assets and liabilities - net                1,522     1,197
                                                    --------  -------

    Net cash provided by operating activities        10,171     9,675
                                                    --------  -------

Cash flows from investing activities:
 Capital expenditures                                (2,595)   (2,443)
 Purchase of business assets                                   (1,611)
 Other                                               _______     (212)
                                                                 -----

    Net cash used by investing activities            (2,595)   (4,266)
                                                    --------   -------

Cash flows from financing activities:
 Net repayments under revolving credit facilities              (1,810)
 Net repayment of debt                               (5,277)   (3,728)
 Direct costs of financing                           (1,729)     (287)
 Proceeds from exercise of stock options                 19        31
                                                    --------  -------

   Net cash (used) provided by financing activities  (6,987)   (5,794)
                                                    --------   -------

Effect of exchange rate changes on cash                (694)     (722)
                                                    --------  --------

  Net decrease in cash and cash                        (105)   (1,107)

Cash and cash equivalents at beginning of period     14,697    14,966
                                                    -------   -------

Cash and cash equivalents at end of period          $14,592   $13,859
                                                    =======   =======

The accompanying notes are an integral part of
the financial statements

SYBRON CHEMICALS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited in thousands)

NOTE 1 - ACCOUNTING POLICIES:

The accompanying consolidated financial statements are unaudited and have been prepared by management pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these consolidated financial statements contain all of the adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in summarized form, the financial position of the Company at June 30, 2000 and the results of its operations and changes in its cash flows for the six months ended June 30, 2000 and 1999.

The Company presumes that users of this Quarterly Report on Form 10-Q/A have read or have access to the audited financial statements for the year ended December 31, 1999 contained in the Company’s Form 10-K which was filed with the Securities and Exchange Commission on March 30, 2000, and as amended and refiled on May 1, 2000. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained therein have been omitted.

NOTE 2 - COMPREHENSIVE INCOME:

The Company has adopted the Statement of Financial Accounting Standards (“SFAS”) No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in general-purpose financial statements.

The tables below set forth “comprehensive income” for the three and six months ended June 30. There are no related tax effects for the periods presented.

                                          Statement of Comprehensive Income
                                             Three Months Ended June 30,

                                             2000        1999
                                           --------    ------

Net income                                 $ 2,427     $ 2,222

Other comprehensive income, net of tax:
  Foreign currency translation adjustments    (249)     (1,076)
                                            -------     -------

Comprehensive income                       $ 2,178     $ 1,146
                                            =======     ======

NOTE 2 - COMPREHENSIVE INCOME: (Cont'd.)

                                          Statement of Comprehensive Income
                                              Six Months Ended June 30,

                                             2000        1999
                                           --------    ------

Net income                                 $ 3,963     $ 5,632

Other comprehensive income, net of tax:
  Foreign currency translation adjustments  (1,631)     (3,262)
                                            -------     -------

Comprehensive income                       $ 2,332     $ 2,370
                                            =======     ======

The following table illustrates the components of accumulated other comprehensive income and their associated changes for the six month period ending June 30, 2000:

Accumulated Other Comprehensive Income (Loss) Balances Six Months Ending June 30, 2000

                                                          Current
                                            Beginning     Period      Ending
                                             Balance      Change      Balance
                                            ---------     -------     -------

Foreign currency translation adjustments     $(10,943)     $(1,631)   $(12,574)

NOTE 3 - ACCOUNTING PRONOUNCEMENTS:

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” which establishes accounting and reporting standards for derivative instruments and hedging activities. SFAS No. 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company does not believe that the adoption of SFAS No. 133 will have a material effect on its consolidated financial statements.

NOTE 4 - INVENTORIES:

Inventories are stated at the lower of cost or market. For U.S. operations, except for Ruco, cost is determined using the last-in, first-out (LIFO) method. For all other operations, cost is determined using the first-in, first-out (FIFO) method.

NOTE 4 - INVENTORIES: (Cont'd.)

The components of inventories are:

                                     June 30,          Dec. 31,
                                       2000              1999
                                     -------           ------

          Finished goods             $31,398           $29,373
          Raw materials                8,800             9,502
                                     -------           -------
                                      40,198            38,875

          Less reserves                1,648             1,670
                                     -------           -------
                                     $38,550           $37,205
                                     =======           =======

NOTE 5 - SEGMENT INFORMATION:

The following schedule presents certain financial information about the Company’s three business segments for the six and three months ended June 30.

For 2000 the results of the Organics Strategic Business Unit, which was formerly a part of the Textile Chemical Specialties segment, is now included in the new Environmental Products and Services segment.

NOTE 5 - SEGMENT INFORMATION (Cont'd.):

Six months ended June 30, 2000 compared with six months ended June 30, 1999.

                                          Six Months Ended June 30,
                                       ----------------------------
                                             2000             1999(1)
                                       ---------------  -------------
                                                 % of             % of
                                        Amount   Sales   Amount   Sales
                                        ------   -----   ------   -----
                                       (in thousands except percentages)
Sales
 Textile Chemical Specialties         $ 61,183   41.6%  $ 62,365   46.7%
 Polymer Intermediates                  50,645   34.4     42,899   32.1
 Environmental Products and Services    35,299   24.0     28,395   21.2
                                      --------- ------   -------- -----
   Total                               147,127  100.0    133,659  100.0

Cost of Sales
 Textile Chemical Specialties           35,506   58.0     34,954   56.1
 Polymer Intermediates                  40,771   80.5     33,925   79.1
 Environmental Products and Services    24,746   70.1     18,322   64.5
                                       --------          --------
   Total                               101,023   68.7     87,201   65.2

Gross Margin
 Textile Chemical Specialties           25,677   42.0     27,411   43.9
 Polymer Intermediates                   9,874   19.5      8,974   20.9
 Environmental Products and Services    10,553   29.9     10,073   35.5
                                       --------          --------
   Total                                46,104   31.3     46,458   34.8

Operating Expenses
 Textile Chemical Specialties           19,683   32.2     21,038   33.7
 Polymer Intermediates                   4,754    9.4      4,559   10.6
 Environmental Products and Services     6,444   18.3      4,960   17.5
                                       --------          --------
   Total                                30,881   21.0     30,557   22.9

Operating Income
 Textile Chemical Specialties            5,994    9.8      6,373   10.2
 Polymer Intermediates                   5,120   10.1      4,415   10.3
 Environmental Products and Services     4,109   11.6      5,113   18.0
                                       --------          --------
   Total                                15,223   10.3     15,901   11.9

Other Expense, Net                      (8,414)  (5.7)    (6,356)  (4.8)
                                       --------  -----   --------  -----

Income before income taxes               6,809    4.6      9,545    7.1

Provision for income taxes               2,846    1.9      3,913    2.9
                                       --------  -----   --------  ----

Net Income                             $ 3,963    2.7%   $ 5,632    4.2%
                                       ========  =====   ========  =====

(1) 1999 segments have been reclassified to conform to 2000 presentation.

NOTE 5 - SEGMENT INFORMATION (Cont'd.):

Three months ended June 30, 2000 compared with three months ended June 30, 1999.

                                         Three Months Ended June 30,
                                       -----------------------------
                                             2000             1999(1)
                                       ---------------  -------------
                                                 % of             % of
                                        Amount   Sales   Amount   Sales
                                        ------   -----   ------   -----
                                       (in thousands except percentages)
Sales
 Textile Chemical Specialties         $ 30,246   40.9%  $ 30,941   47.6%
 Polymer Intermediates                  26,044   35.3     20,487   31.5
 Environmental Products and Services    17,562   23.8     13,546   20.9
                                      --------- ------   -------- -----
   Total                                73,852  100.0     64,974  100.0

Cost of Sales
 Textile Chemical Specialties           17,510   57.9     17,330   56.0
 Polymer Intermediates                  21,262   81.6     16,147   78.8
 Environmental Products and Services    12,053   68.6      8,597   63.5
                                       --------          --------
   Total                                50,825   68.8     42,074   64.8

Gross Margin
 Textile Chemical Specialties           12,736   42.1     13,611   44.0
 Polymer Intermediates                   4,782   18.4      4,340   21.2
 Environmental Products and Services     5,509   31.4      4,949   36.5
                                       --------          --------
   Total                                23,027   31.2     22,900   35.2

Operating Expenses
 Textile Chemical Specialties            9,662   31.9     10,646   34.4
 Polymer Intermediates                   2,393    9.2      2,305   11.3
 Environmental Products and Services     3,155   18.0      3,460   25.5
                                       --------          --------
   Total                                15,210   20.6     16,411   25.3

Operating Income
 Textile Chemical Specialties            3,074   10.2      2,965    9.6
 Polymer Intermediates                   2,389    9.2      2,035    9.9
 Environmental Products and Services     2,354   13.4      1,489   11.0
                                       --------          --------
   Total                                 7,817   10.5      6,489    9.9

Other Expense, Net                      (3,816)  (5.2)    (2,723)  (4.2)
                                       --------  -----   --------  -----

Income before income taxes               4,001    5.4      3,766    5.8

Provision for income taxes               1,574    2.1      1,544    2.4
                                       --------  -----   --------  ----

Net Income                             $ 2,427    3.3%   $ 2,222    3.4%
                                       ========  =====   ========  =====

(1) 1999 segments have been reclassified to conform to 2000 presentation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

On April 26, 2000 the Company announced that it engaged JP Morgan to study strategic alternatives to maximize shareholder value. This decision has been arrived at by the unanimous agreement of the Company's Board of Directors. At this time, it is not possible to predict the outcome of this study.

Operations

Revenues, operating profits, and net income increased for the second quarter of 2000 versus the prior year's quarter. Earnings were $.42 per share compared to the $.38 per fully diluted share in 1999, a 10.5% increase.

For the six months ended June 30, 2000, earnings per share (fully diluted) was $.69 compared to $.98 per share for the first six months of 1999. Excluding one time items which increased 1999 first quarter by $.22 for an insurance settlement, and decreased 1st quarter 2000 by $.18 for refinancing costs, the first six months earnings per share in 2000 would have been $.87 vs. 1999's $.76, an increase of 14.5%.

Sales for the quarter were $73,852,000, a 13.7% increase over the same period last year. The increase in sales was primarily the result of strong demand for many of the company's products, particularly Polymer Intermediates (powder coating resins, toner polymers and high-solids polyester polyols) and Environmental Products and Services (mainly, ion exchange resins, aziridine based products and toll manufactured organic products). The gross margin for the second quarter of 2000 was 31.2%, a 4.0 percentage point decrease from the prior year's quarter. The decline resulted from a combination of lower selling prices primarily for textile and garment processing products and polymer intermediates in North America, increases in several petrochemical based raw materials and higher sales of relatively lower margin toner, aziridine and curative products. Operating income increased 20.5% to $7,817,000 from the previous year level of $6,489,000 due to the increased sales volume and reduced operating expenses. Net income increased to $2,427,000 versus the $2,222,000 in the same quarter in 1999.

For the six-month period ended June 30, 2000, sales were $147,127,000 a 10.1% increase over the same period last year. The gross margin for the six-month period was 31.3% versus 34.8% in 1999. The decline resulted from a combination of higher sales of relatively lower margin toner, aziridine and curative products, lower selling prices primarily for textile and garment processing and polymer intermediates products in North America, and increases in several petrochemical based raw materials. Operating income declined by 4.3% to $15,223,000. The 1999 period included the receipt of a one-time insurance settlement of $2,065,000. Exclusive of this one-time item, operating income increased by 10.0%. Net income declined by $1,669,000 primarily as a result of the inclusion in 1999 of the one-time insurance settlement and a non-recurring financing cost incurred in the first quarter of this year. Excluding these unusual items, net income increased by 15.0%.

For the second quarter of 2000, sales in the Textile Chemical Specialties segment of $30,246,000 were $695,000 (2.2%) lower than the similar period in 1999, while operating income of $3,074,000 was $109,000 above 1999, an increase of 3.7%. Continued softness in the garment processing markets in North America was responsible for an 8.9% reduction in sales in that region, as those businesses continue to migrate to Latin America and Asia. Also, sales were negatively impacted by an 11.9% change in the Euro exchange rate resulting in a 5.4% reduction in sales for the segment. Eliminating the conversion impact, sales in Europe actually increased by 10.4% over the prior year's second quarter, mainly driven by physical volume increases. Textile Chemical sales in Latin America were 42.6% higher in 2000, reflecting the continued growth of the textile and garment processing business in that region and the increased company focus being placed on these markets. Gross profit margin of the segment decreased by 1.9 percentage points, mainly as a result of lower selling prices and increased raw material costs in Europe and North America. The increase in operating profit for this segment was primarily due to the increase in volume in Europe and Latin America, while a 10.7% reduction in operating expenses in North America offset the lower volume there.

For the six month period ending June 30, 2000, Textile Chemical sales were $1,182,000 (1.9%) lower than the same period last year reflecting the softness in the North American Textile and Garment markets and the decline in the Euro offset by increased sales in Latin America. Operating profit was $379,000 (5.9%) lower than the same period reflecting increased operating costs in Asia as this operation has expanded consistent with the Company’s regional growth plans and the recording in 1999 of income from a one-time insurance settlement. Partially offsetting these items were reduced operating costs in North America and the conversion impact for Europe and the stronger sales volumes in Latin America.

Sales for the second quarter in the Polymer Intermediates Segment were $26,044,000, a 27.1% increase over the second quarter of 1999. Physical volume of solid resins, which includes powder coating resins, curatives and toner polymers increased by 34.7% on very strong demand for most products and a major new customer for toner polymers. Unit volume for liquid resins increased 23.6% primarily as a result of new customers. Gross profit margins for the segment decreased by 2.8 percentage points reflecting the sales increases of lower margin toner and curative products and lowered selling prices partially offset by lower year to year raw material costs and plant efficiencies. The segment contributed operating profit of $2,389,000 versus $2,035,000 in the same period last year, a 17.4% increase.

For the six-month period ending June 30, 2000, Polymer Intermediates sales were $50,645,000 versus $42,899,000 in the same period last year, an increase of 18.1%. Operating profits of $5,120,000 were $705,000 (16.0%) higher than the same period last year. Both the solid and liquid resin product groups had increased sales and operating profits.

Second quarter sales in the Environmental Products and Services segment were $17,562,000 a 29.7% increase from the same period last year. The increase was primarily related to increased sales of specialty chemical products (aziridine-based products and toll manufactured organic products) and ion exchange resins. Gross profit margins for the segment declined by 5.1 percentage points from the same quarter last year, mainly a result of higher raw material costs for ion exchange resins, partially offset by price increases during the quarter, and the impact of the large increase in relatively lower margin aziridine products. Operating income was $2,354,000 for the quarter, an increase of 58.1% from the second quarter of 1999. The increase is primarily attributed to the specialty products volume growth.

For the six month period ended June 30, 2000, sales in the Environmental Segment were $35,299,000 (24.3%) above the same period last year reflecting the increased aziridine and toll manufactured product sales. Operating income was $1,004,000 below the same period last year. The 1999 results reflect a $1,500,000 insurance settlement recorded in the first quarter of 1999. Excluding this one-time item, operating profits increased by 13.7%.

Operating expense as a percent of sales was 20.6% in the second quarter of 2000 versus 25.3% in the second quarter of 1999. The reduction was attributable to sales growth, a change from direct to distributor sales in one business and to continued cost control efforts particularly in the North American Textile Chemical segment.

For the six month period ended June 30, 2000, operating expenses as a percentage of sales were 21.0% versus 22.9% in the same period in 1999. The reduction was attributable to sales growth and the continued cost control in the North America Textile Chemical segment more then compensating for the one time insurance settlement recorded in the first quarter of 1999, which reduced operating expenses in that period.

Other Expense of $3,816,000 for the quarter was $1,093,000 higher than the same period in 1999 primarily due to the increased interest costs on the long-term debt outstanding and to the unfavorable currency conversion related to the decline in the Euro and the Mexican peso as they relate to the U.S. dollar, resulting in foreign currency exchange losses.

For the six month period ended June 30, 2000, Other Expense was $2,058,000 higher than the same period last year, primarily related to additional interest expense and to the long-term debt financing costs incurred in the first quarter of this year.

Liquidity and Capital Resources

Cash and cash equivalents of $14,592,000 as of June 30, 2000 were $1,772,000 above the balance as of March 31, 2000.

Operating activities generated cash flow of $4,254,000 for the second quarter of 2000 versus cash flow of $2,156,000 for the same period in 1999. Net working capital increased by $3,100,000 in the quarter mostly as a result of the increased sales and resulting receivables.

Net cash used by investing activities totaled $1,205,000 for the second quarter of 2000 compared to the $1,807,000 in the same period in 1999. Capital expenditures were $1,205,000 in 2000 and $1,381,000 in 1999. In 1999, the Company also acquired certain business assets for approximately $426,000. The company expects to spend approximately $10,000,000 on capital expenditures for the year 2000.

Financing activities used $1,088,000 in cash in the second quarter of 2000 versus $1,738,000 in the second quarter of 1999. The cash utilization in both periods was for the scheduled repayment of long-term debt.

For the six-month period ended June 30, 2000, operating activities generated $10,171,000 verses $9,675,000 generated in the same period in 1999. Cash utilized for investing activities was $2,595,000 in 2000 versus $4,266,000 utilized in 1999. In 1999, the company acquired the assets of Green Releaf and certain other business assets for $1,823,000.

Cash utilized for financing activities for the six-month period was $6,987,000 versus $5,794,000 in 1999. In 2000, $1,729,000 was utilized for the financing of long-term debt. The company amended the credit facility to reduce current maturates in the next six years. The interest rate, restrictive covenants and certain other provisions were also amended.

Management believes that its capital expenditures for existing operations can be funded from operating cash flow. Management also believes that cash flow from operations and available credit will be sufficient to finance its operations and debt service requirements for the foreseeable future.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments in connection with any pending legal proceedings as reported in the Registrant's Form 10-K Annual Report which was filed with the Securities and Exchange Commission on March 30, 2000 and as amended and refiled on May 1, 2000.

EXHIBIT INDEX

Exhibit No.       Description                                 Method of Filing
- -----------       -----------                                 ----------------

10.24             Supplement to Employment Agreement, dated
                  April 28, 2000, with Stephen R. Adler              *

10.25             Supplement to Employment Agreement, dated
                  April 28, 2000, with Douglas Brown                 *

10.26             Supplement to Employment Agreement, dated
                  April 28, 2000, with Steven F. Ladin               *

10.27             Supplement to Employment Agreement, dated
                  June 28, 2000, with John McPeak                    *

10.28             Supplement to Employment Agreement, dated
                  April 28, 2000, with Robert Parlman                *

10.29             Supplement to Employment Agreement, dated
                  April 28, 2000, with John H. Schroeder             *

10.30             Amendment No. 1 to Employment Agreement,
                  dated April 25, 2000, with Richard M. Klein        *

10.31             Amendment No. 2 to Sybron Chemicals Inc. Share
                  Participation Plan, dated April 27, 2000           *

10.32             Amendment to the Company's Executive Bonus Plan    *

27                Financial Data Schedule                            *

SIGNATURE

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 thereunto duly authorized.

                                                     SYBRON CHEMICALS INC.



                                                     /s/ Steven F. Ladin
                                                     -------------------
                                                     Steven F. Ladin
                                                     Vice President, Finance and
                                                     Chief Financial Officer
Date:  August 16, 2000

EX-10.24

                                                                Exhibit 10.24



                                                     April 28, 2000


Mr. Stephen R. Adler
39 Broadacre Drive
Mt. Laurel, NJ  08054

Dear Steve,

         Supplementing the terms of your Employment Agreement with Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as hereinafter defined) and thereafter your employment
with the Company terminates Without Cause (as hereinafter defined), you shall be
entitled to the following benefits:

         (a)      If your employment terminates prior to the first anniversary
of the date of the Change in Control, you shall be entitled, in lieu of any
other severance pay, to a lump sum payment, payable within 30 days of the date
your employment terminates, equal to the sum of the following:

                  (i)      two times your base salary in effect on the Change in
Control date; and

                  (ii)     your Target Bonus (as defined in the Company's
Executive Bonus Plan (the "Plan")) for the year in which your termination
occurs, prorated for the number of months of service during that year prior to
the termination; and

                  (iii)    your full Target Bonus for each of the two years
following the year in which your termination occurs.

         (b)      If your employment terminates on or after the first
anniversary of the date of the Change in Control, you shall be entitled, in lieu
of any other severance pay, to a lump sum payment, payable within 30 days of the
date your employment terminates, equal to the sum of the following:

                  (i)      one time your base salary in effect on the Change in
Control date; and

                  (ii)     your Target Bonus for the year in which your
termination occurs, prorated for the number of months of service during that
year prior to the termination; and



                                   -2-

                  (iii)    your full Target Bonus for the year following the
year in which your termination occurs.

         The value of each Target Bonus payable hereunder shall be determined in
accordance with the provisions of Section 7(g)(4) of the Plan, as amended.  The
number of shares of Company Common Stock awarded for partial years shall be
determined by prorating the Closing Price (as defined in the Plan) based on the
Closing Price of the Common Stock on December 31 immediately preceding, and on
December 31 immediately following, a date which is three years prior to the date
your employment terminates.

         Notwithstanding anything herein to the contrary, in the event the
aggregate present value, determined in a manner consistent with applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury Regulations promulgated pursuant thereto, of the benefits
and/or payments provided to you under the terms hereof that are treated as
Parachute Payments (as hereinafter defined), along with the aggregate present
value (determined in the same manner) of all other payments and/or benefits
provided to you by the Company that are also treated as Parachute Payments,
exceeds three times your Base Amount (as hereinafter defined), the benefits and/
or payments to which you are otherwise entitled under the terms hereof shall be
reduced to the extent necessary so that the aggregate present value of all
Parachute Payments to which you are entitled hereunder and any other agreement
or arrangement with the Company shall not exceed three times your Base Amount.
The reductions required under this paragraph, if any, shall be applied, to the
extent possible, to all payments and/or benefits to which you are otherwise
entitled under this Agreement in proportion to the Present Value of such
payments and/or benefits, and otherwise in such manner as the Company deems
appropriate at its discretion.  In the event you receive Parachute Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not entitled to retain and shall immediately repay to the
Company, in cash, the excess of the aggregate present value of all payments and/
or benefits which constitute Parachute Payments over three times your Base
Amount.  For purposes of this paragraph the following terms shall have the
meanings set forth below:

         "Parachute Payment" means any payment to you in the nature of
compensation that constitutes a "parachute payment" as that term is defined in
Code Section 280G(b)(2); and

         "Base Amount" means the amount which is determined to be your "base
amount" as that term is defined in Code Section 280G(b)(3).

         Termination of your employment with the Company Without Cause shall
mean (a) termination by the Company without Cause (as defined in your Employment
Agreement with the Company), or (b) termination by you by reason of (i) the
Company's failure to make any of the payments, or provide any of the material
benefits (or their equivalent),

                                    -3-

under the terms of your Employment Agreement with the Company, or (ii) any
material adverse change in your position, the location of your primary
workplace, the scope of your duties and responsibilities, or your compensation
and benefits.

         A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:  (a) the sale or disposal of
substantially all of the assets of the Company, or (b) the date any entity,
person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended, other than the Company or
Citigroup or any of their subsidiaries, any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present management of the Company shall have
an aggregate equity interest, on a fully diluted basis, of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over, more than fifty percent (50%) of the outstanding shares of (i) the
Company's Common Stock, or (ii) the Common Stock of the Company resulting from
the merger or consolidation of the Company with or into any other entity.

         This letter amends and supersedes the letter agreement dated February
13, 1998 covering the same subject matter covered by this letter.

         If the above correctly reflects our understanding, please so indicate
by signing in the space provided below for such purpose.

                                           Sincerely,



                                           Richard M. Klein
                                           President and Chief Executive Officer
AGREED:



/s/ Stephen R. Adler
- --------------------
Stephen R. Adler

EX-10.25

                                                                 Exhibit 10.25




                                                     April 28, 2000


Mr. Douglas Brown
Maple Brook Road
Tuxedo, NY  10987

Dear Doug,

         Supplementing  the  terms  of your  Employment  Agreement  with  Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as  hereinafter  defined) and thereafter your employment
with the Company terminates Without Cause (as hereinafter defined), you shall be
entitled to the following benefits:

         (a) If your employment terminates prior to the first anniversary of the
date of the  Change  in  Control,  you shall be  entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      two times your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus (as defined in the Company's  Executive
Bonus Plan (the "Plan")) for the year in which your termination occurs, prorated
for the number of months of service  during that year prior to the  termination;
and

                  (iii)  your  full  Target  Bonus  for  each of the  two  years
following the year in which your termination occurs.

         (b) If your employment  terminates on or after the first anniversary of
the date of the Change in Control,  you shall be entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      one time your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus for the year in which your  termination
occurs,  prorated for the number of months of service  during that year prior to
the termination; and

                                       -2-

                  (iii)    your full Target Bonus for the year following the
year in which your termination occurs.

         The value of each Target Bonus payable hereunder shall be determined in
accordance with the provisions of Section  7(g)(4) of the Plan, as amended.  The
number of shares of Company  Common  Stock  awarded for  partial  years shall be
determined  by prorating the Closing Price (as defined in the Plan) based on the
Closing Price of the Common Stock on December 31 immediately  preceding,  and on
December 31 immediately following, a date which is three years prior to the date
your employment terminates.

         Notwithstanding  anything  herein  to the  contrary,  in the  event the
aggregate  present  value,  determined in a manner  consistent  with  applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury  Regulations  promulgated pursuant thereto, of the benefits
and/or  payments  provided  to you under the terms  hereof  that are  treated as
Parachute  Payments (as hereinafter  defined),  along with the aggregate present
value  (determined  in the same manner) of all other  payments  and/or  benefits
provided  to you by the Company  that are also  treated as  Parachute  Payments,
exceeds  three times your Base Amount (as  hereinafter  defined),  the  benefits
and/or payments to which you are otherwise entitled under the terms hereof shall
be reduced to the extent  necessary so that the  aggregate  present value of all
Parachute  Payments to which you are entitled  hereunder and any other agreement
or  arrangement  with the Company shall not exceed three times your Base Amount.
The reductions  required under this paragraph,  if any, shall be applied, to the
extent  possible,  to all payments  and/or  benefits to which you are  otherwise
entitled  under  this  Agreement  in  proportion  to the  Present  Value of such
payments  and/or  benefits,  and  otherwise in such manner as the Company  deems
appropriate  at its  discretion.  In the event you  receive  Parachute  Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not  entitled  to retain and shall  immediately  repay to the
Company,  in cash,  the excess of the  aggregate  present  value of all payments
and/or benefits which constitute  Parachute  Payments over three times your Base
Amount.  For  purposes  of this  paragraph  the  following  terms shall have the
meanings set forth below:

         "Parachute  Payment"  means  any  payment  to  you  in  the  nature  of
compensation  that constitutes a "parachute  payment" as that term is defined in
Code Section 280G(b)(2); and

         "Base  Amount"  means the amount which is  determined  to be your "base
amount" as that term is defined in Code Section 280G(b)(3).

         Termination  of your  employment  with the Company  Without Cause shall
mean (a) termination by the Company without Cause (as defined in your Employment
Agreement  with the  Company),  or (b)  termination  by you by reason of (i) the
Company's  failure to make any of the  payments,  or provide any of the material
benefits (or their equivalent),

                                       -3-

under the  terms of your  Employment  Agreement  with the  Company,  or (ii) any
material  adverse  change  in  your  position,  the  location  of  your  primary
workplace,  the scope of your duties and responsibilities,  or your compensation
and benefits.

         A  "Change  of  Control"  shall be  deemed  to have  occurred  upon the
earliest  to  occur  of the  following  events:  (a)  the  sale or  disposal  of
substantially  all of the  assets of the  Company,  or (b) the date any  entity,
person or group,  within the meaning of Section  13(d)(3) or Section 14(d)(2) of
the  Securities  Exchange  Act of 1934,  as  amended,  other than the Company or
Citigroup or any of their  subsidiaries,  any employee  benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present  management of the Company shall have
an aggregate  equity  interest,  on a fully diluted basis,  of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over,  more  than  fifty  percent  (50%) of the  outstanding  shares  of (i) the
Company's  Common Stock, or (ii) the Common Stock of the Company  resulting from
the merger or consolidation of the Company with or into any other entity.

         This letter amends and supersedes the letter agreement dated October 4,
1999 covering the same subject matter covered by this letter.

         If the above correctly reflects our  understanding,  please so indicate
by signing in the space provided below for such purpose.

                                          Sincerely,



                                          Richard M. Klein
                                          President and Chief Executive Officer

AGREED:

/s/ Douglas Brown
- -----------------
Douglas Brown

EX-10.26

                                                                  Exhibit 10.26




                                                     April 28, 2000


Mr. Steven Ladin
26 Elkington Drive
Mt. Laurel, NJ  08054

Dear Steve,

         Supplementing  the  terms  of your  Employment  Agreement  with  Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as  hereinafter  defined) and thereafter your employment
with the Company terminates Without Cause (as hereinafter defined), you shall be
entitled to the following benefits:

         (a) If your employment terminates prior to the first anniversary of the
date of the  Change  in  Control,  you shall be  entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      two times your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus (as defined in the Company's  Executive
Bonus Plan (the "Plan")) for the year in which your termination occurs, prorated
for the number of months of service  during that year prior to the  termination;
and

                  (iii)  your  full  Target  Bonus  for  each of the  two  years
following the year in which your termination occurs.

         (b) If your employment  terminates on or after the first anniversary of
the date of the Change in Control,  you shall be entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      one time your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus for the year in which your  termination
occurs,  prorated for the number of months of service  during that year prior to
the termination; and

                                       -2-

                  (iii)    your full Target Bonus for the year following the
year in which your termination occurs.

         The value of each Target Bonus payable hereunder shall be determined in
accordance with the provisions of Section  7(g)(4) of the Plan, as amended.  The
number of shares of Company  Common  Stock  awarded for  partial  years shall be
determined  by prorating the Closing Price (as defined in the Plan) based on the
Closing Price of the Common Stock on December 31 immediately  preceding,  and on
December 31 immediately following, a date which is three years prior to the date
your employment terminates.

         Notwithstanding  anything  herein  to the  contrary,  in the  event the
aggregate  present  value,  determined in a manner  consistent  with  applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury  Regulations  promulgated pursuant thereto, of the benefits
and/or  payments  provided  to you under the terms  hereof  that are  treated as
Parachute  Payments (as hereinafter  defined),  along with the aggregate present
value  (determined  in the same manner) of all other  payments  and/or  benefits
provided  to you by the Company  that are also  treated as  Parachute  Payments,
exceeds  three times your Base Amount (as  hereinafter  defined),  the  benefits
and/or payments to which you are otherwise entitled under the terms hereof shall
be reduced to the extent  necessary so that the  aggregate  present value of all
Parachute  Payments to which you are entitled  hereunder and any other agreement
or  arrangement  with the Company shall not exceed three times your Base Amount.
The reductions  required under this paragraph,  if any, shall be applied, to the
extent  possible,  to all payments  and/or  benefits to which you are  otherwise
entitled  under  this  Agreement  in  proportion  to the  Present  Value of such
payments  and/or  benefits,  and  otherwise in such manner as the Company  deems
appropriate  at its  discretion.  In the event you  receive  Parachute  Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not  entitled  to retain and shall  immediately  repay to the
Company,  in cash,  the excess of the  aggregate  present  value of all payments
and/or benefits which constitute  Parachute  Payments over three times your Base
Amount.  For  purposes  of this  paragraph  the  following  terms shall have the
meanings set forth below:

         "Parachute  Payment"  means  any  payment  to  you  in  the  nature  of
compensation  that constitutes a "parachute  payment" as that term is defined in
Code Section 280G(b)(2); and

         "Base  Amount"  means the amount which is  determined  to be your "base
amount" as that term is defined in Code Section 280G(b)(3).

         Termination  of your  employment  with the Company  Without Cause shall
mean (a) termination by the Company without Cause (as defined in your Employment
Agreement  with the  Company),  or (b)  termination  by you by reason of (i) the
Company's  failure to make any of the  payments,  or provide any of the material
benefits (or their equivalent),

                                       -3-

under the  terms of your  Employment  Agreement  with the  Company,  or (ii) any
material  adverse  change  in  your  position,  the  location  of  your  primary
workplace,  the scope of your duties and responsibilities,  or your compensation
and benefits.

         A  "Change  of  Control"  shall be  deemed  to have  occurred  upon the
earliest  to  occur  of the  following  events:  (a)  the  sale or  disposal  of
substantially  all of the  assets of the  Company,  or (b) the date any  entity,
person or group,  within the meaning of Section  13(d)(3) or Section 14(d)(2) of
the  Securities  Exchange  Act of 1934,  as  amended,  other than the Company or
Citigroup or any of their  subsidiaries,  any employee  benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present  management of the Company shall have
an aggregate  equity  interest,  on a fully diluted basis,  of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over,  more  than  fifty  percent  (50%) of the  outstanding  shares  of (i) the
Company's  Common Stock, or (ii) the Common Stock of the Company  resulting from
the merger or consolidation of the Company with or into any other entity.

         This letter amends and supersedes the letter  agreement  dated July 15,
1998 covering the same subject matter covered by this letter.

         If the above correctly reflects our  understanding,  please so indicate
by signing in the space provided below for such purpose.

                                          Sincerely,



                                          Richard M. Klein
                                          President and Chief Executive Officer

AGREED:

/s/ Steven Ladin
- ----------------
Steven Ladin

EX-10.27

                                                               Exhibit 10.27




                                                     June 28, 2000


Mr. John F. McPeak
395 Kings Highway
Mickleton, NJ  08056

Dear John:

         Supplementing  the  terms  of your  Employment  Agreement  with  Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as  hereinafter  defined) and, within six months of such
change in control your employment with the Company  terminates Without Cause (as
hereinafter defined), you shall be entitled, in lieu of any other severance pay,
to a lump  sum  payment,  payable  within  30 days of the date  your  employment
terminates, equal to the sum of the following:

         (i) any  severance  amounts you would be entitled to receive  under the
Company's  Severance Policy in effect immediately prior to the Change in Control
date (the "Severance Policy"); and

         (ii)     four (4) times your monthly base salary in effect on the
Change in Control date.

         Provided,  however, that in no event shall the severance payable to you
hereunder  be less than twelve (12) times your  monthly base salary in effect on
the Change in Control date.

         Termination  of your  employment  with the Company  Without Cause shall
mean termination under  circumstances such that you would be entitled to receive
severance payments under the Severance Policy.

         A  "Change  of  Control"  shall be  deemed  to have  occurred  upon the
earliest  to  occur  of the  following  events:  (a)  the  sale or  disposal  of
substantially  all of the  assets of the  Company,  or (b) the date any  entity,
person or group,  within the meaning of Section  13(d)(3) or Section 14(d)(2) of
the  Securities  Exchange  Act of 1934,  as  amended,  other than the Company or
Citigroup or any of their  subsidiaries,  any employee  benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present  management of the Company shall have
an aggregate  equity  interest,  on a fully diluted basis,  of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over,  more  than  fifty  percent  (50%) of the  outstanding  shares  of (i) the
Company's  Common Stock, or (ii) the Common Stock of the Company  resulting from
the merger or consolidation of the Company with or into any other entity.

         If the above correctly reflects our  understanding,  please so indicate
by signing in the space provided below for such purpose.

                                          Sincerely,



                                          Richard M. Klein
                                          President and Chief Executive Officer

AGREED:

/s/ John F. McPeak
- ------------------
John F. McPeak

EX-10.28

                                                                  Exhibit 10.28



                                                     April 28, 2000


Mr. Robert Parlman
515 Spaulding Farm Road
Greenville, SC  29615

Dear Bob,

         Supplementing  the  terms  of your  Employment  Agreement  with  Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as  hereinafter  defined) and thereafter your employment
with the Company terminates Without Cause (as hereinafter defined), you shall be
entitled to the following benefits:

         (a) If your employment terminates prior to the first anniversary of the
date of the  Change  in  Control,  you shall be  entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      two times your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus (as defined in the Company's  Executive
Bonus Plan (the "Plan")) for the year in which your termination occurs, prorated
for the number of months of service  during that year prior to the  termination;
and

                  (iii)  your  full  Target  Bonus  for  each of the  two  years
following the year in which your termination occurs.

         (b) If your employment  terminates on or after the first anniversary of
the date of the Change in Control,  you shall be entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

                  (i)      one time your base salary in effect on the Change in
Control date; and

                  (ii) your Target Bonus for the year in which your  termination
occurs,  prorated for the number of months of service  during that year prior to
the termination; and

                                       -2-

                  (iii)    your full Target Bonus for the year following the
year in which your termination occurs.

         The value of each Target Bonus payable hereunder shall be determined in
accordance with the provisions of Section  7(g)(4) of the Plan, as amended.  The
number of shares of Company  Common  Stock  awarded for  partial  years shall be
determined  by prorating the Closing Price (as defined in the Plan) based on the
Closing Price of the Common Stock on December 31 immediately  preceding,  and on
December 31 immediately following, a date which is three years prior to the date
your employment terminates.

         Notwithstanding  anything  herein  to the  contrary,  in the  event the
aggregate  present  value,  determined in a manner  consistent  with  applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury  Regulations  promulgated pursuant thereto, of the benefits
and/or  payments  provided  to you under the terms  hereof  that are  treated as
Parachute  Payments (as hereinafter  defined),  along with the aggregate present
value  (determined  in the same manner) of all other  payments  and/or  benefits
provided  to you by the Company  that are also  treated as  Parachute  Payments,
exceeds  three times your Base Amount (as  hereinafter  defined),  the  benefits
and/or payments to which you are otherwise entitled under the terms hereof shall
be reduced to the extent  necessary so that the  aggregate  present value of all
Parachute  Payments to which you are entitled  hereunder and any other agreement
or  arrangement  with the Company shall not exceed three times your Base Amount.
The reductions  required under this paragraph,  if any, shall be applied, to the
extent  possible,  to all payments  and/or  benefits to which you are  otherwise
entitled  under  this  Agreement  in  proportion  to the  Present  Value of such
payments  and/or  benefits,  and  otherwise in such manner as the Company  deems
appropriate  at its  discretion.  In the event you  receive  Parachute  Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not  entitled  to retain and shall  immediately  repay to the
Company,  in cash,  the excess of the  aggregate  present  value of all payments
and/or benefits which constitute  Parachute  Payments over three times your Base
Amount.  For  purposes  of this  paragraph  the  following  terms shall have the
meanings set forth below:

         "Parachute  Payment"  means  any  payment  to  you  in  the  nature  of
compensation  that constitutes a "parachute  payment" as that term is defined in
Code Section 280G(b)(2); and

         "Base  Amount"  means the amount which is  determined  to be your "base
amount" as that term is defined in Code Section 280G(b)(3).

         Termination  of your  employment  with the Company  Without Cause shall
mean (a) termination by the Company without Cause (as defined in your Employment
Agreement  with the  Company),  or (b)  termination  by you by reason of (i) the
Company's  failure to make any of the  payments,  or provide any of the material
benefits (or their equivalent),

                                       -3-

under the  terms of your  Employment  Agreement  with the  Company,  or (ii) any
material  adverse  change  in  your  position,  the  location  of  your  primary
workplace,  the scope of your duties and responsibilities,  or your compensation
and benefits.

         A  "Change  of  Control"  shall be  deemed  to have  occurred  upon the
earliest  to  occur  of the  following  events:  (a)  the  sale or  disposal  of
substantially  all of the  assets of the  Company,  or (b) the date any  entity,
person or group,  within the meaning of Section  13(d)(3) or Section 14(d)(2) of
the  Securities  Exchange  Act of 1934,  as  amended,  other than the Company or
Citigroup or any of their  subsidiaries,  any employee  benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present  management of the Company shall have
an aggregate  equity  interest,  on a fully diluted basis,  of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over,  more  than  fifty  percent  (50%) of the  outstanding  shares  of (i) the
Company's  Common Stock, or (ii) the Common Stock of the Company  resulting from
the merger or consolidation of the Company with or into any other entity.

         This letter amends and supersedes the letter  agreement  dated November
4, 1998 covering the same subject matter covered by this letter.

         If the above correctly reflects our  understanding,  please so indicate
by signing in the space provided below for such purpose.

                                         Sincerely,



                                         Richard M. Klein
                                         President and Chief Executive Officer

AGREED:

/s/ Robert Parlman
- ------------------
Robert Parlman

EX-10.29

                                                                 Exhibit 10.29


                                            April 28, 2000

Mr. John H. Schroeder
20 Byron Drive
Mt. Laurel, NJ  08054

Dear John,

      Supplementing the terms of your Employment Agreement with Sybron Chemicals
Inc.  (the  "Company"),  this will confirm  that,  in the event there shall be a
Change in Control (as  hereinafter  defined) and thereafter your employment with
the Company  terminates  Without Cause (as  hereinafter  defined),  you shall be
entitled to the following benefits:

      (a)If your  employment  terminates  prior to the first  anniversary of the
date of the  Change  in  Control,  you shall be  entitled,  in lieu of any other
severance pay (except as provided below), to a lump sum payment,  payable within
30  days  of the  date  your  employment  terminates,  equal  to the  sum of the
following:

         (i)      two times your base salary in effect on the Change in Control
date; and

         (ii) your Target  Bonus (as defined in the  Company's  Executive  Bonus
Plan (the "Plan")) for the year in which your termination  occurs,  prorated for
the number of months of service during that year prior to the termination; and

         (iii) your full Target  Bonus for each of the two years  following  the
year in which your termination occurs.

      (b)If your employment  terminates on or after the first anniversary of the
date of the  Change  in  Control,  you shall be  entitled,  in lieu of any other
severance  pay, to a lump sum payment,  payable  within 30 days of the date your
employment terminates, equal to the sum of the following:

         (i)      one time your base salary in effect on the Change in Control
date; and

         (ii) your Target Bonus for the year in which your  termination  occurs,
prorated  for the  number of months of  service  during  that year  prior to the
termination; and

         (iii) your full Target Bonus for the year  following  the year in which
your termination occurs.

      The value of each Target Bonus  payable  hereunder  shall be determined in
accordance with the provisions of Section  7(g)(4) of the Plan, as amended.  The
number of shares of

                                       -2-

Company  Common Stock awarded for partial years shall be determined by prorating
the Closing  Price (as  defined in the Plan)  based on the Closing  Price of the
Common  Stock  on  December  31  immediately  preceding,   and  on  December  31
immediately  following,  a date  which  is two  years  prior  to the  date  your
employment terminates.

      Notwithstanding  anything  herein  to  the  contrary,  in  the  event  the
aggregate  present  value,  determined in a manner  consistent  with  applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury  Regulations  promulgated pursuant thereto, of the benefits
and/or  payments  provided  to you under the terms  hereof  that are  treated as
Parachute  Payments (as hereinafter  defined),  along with the aggregate present
value  (determined  in the same manner) of all other  payments  and/or  benefits
provided  to you by the Company  that are also  treated as  Parachute  Payments,
exceeds  three times your Base Amount (as  hereinafter  defined),  the  benefits
and/or payments to which you are otherwise entitled under the terms hereof shall
be reduced to the extent  necessary so that the  aggregate  present value of all
Parachute  Payments to which you are entitled  hereunder and any other agreement
or  arrangement  with the Company shall not exceed three times your Base Amount.
The reductions  required under this paragraph,  if any, shall be applied, to the
extent  possible,  to all payments  and/or  benefits to which you are  otherwise
entitled  under  this  Agreement  in  proportion  to the  Present  Value of such
payments  and/or  benefits,  and  otherwise in such manner as the Company  deems
appropriate  at its  discretion.  In the event you  receive  Parachute  Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not  entitled  to retain and shall  immediately  repay to the
Company,  in cash,  the excess of the  aggregate  present  value of all payments
and/or benefits which constitute  Parachute  Payments over three times your Base
Amount.  For  purposes  of this  paragraph  the  following  terms shall have the
meanings set forth below:

      "Parachute Payment" means any payment to you in the nature of compensation
that  constitutes a "parachute  payment" as that term is defined in Code Section
280G(b)(2); and

      "Base  Amount"  means the  amount  which is  determined  to be your  "base
amount" as that term is defined in Code Section 280G(b)(3).

      Termination of your  employment  with the Company Without Cause shall mean
(a)  termination  by the Company  without  Cause (as defined in your  Employment
Agreement  with the  Company),  or (b)  termination  by you by reason of (i) the
Company's  failure to make any of the  payments,  or provide any of the material
benefits (or their  equivalent),  under the terms of your  Employment  Agreement
with the Company,  or (ii) any material  adverse  change in your  position,  the
location   of  your   primary   workplace,   the  scope  of  your   duties   and
responsibilities, or your compensation and benefits.

      A "Change of Control"  shall be deemed to have  occurred upon the earliest
to occur of the following events:  (a) the sale or disposal of substantially all
of the  assets  of the  Company,  or (b) the date any  entity,  person or group,
within the meaning of Section

                                       -3-

13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended,
other than the Company or Citigroup or any of their  subsidiaries,  any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its subsidiaries,  or any other person or group in which the present  management
of the Company  shall have an  aggregate  equity  interest,  on a fully  diluted
basis, of no less than 15%, shall have become the beneficial  owner of, or shall
have  obtained  voting  control  over,  more  than  fifty  percent  (50%) of the
outstanding  shares of (i) the Company's  Common Stock, or (ii) the Common Stock
of the Company resulting from the merger or consolidation of the Company with or
into any other entity.

      In the event of a sale by the Company of its Ion  Exchange  Business,  you
may  elect,  by  written  notice  to  the  Company  within  30  days  after  the
consummation  of such sale,  to  receive  the  benefits  set forth in the letter
agreement  dated July 5, 1995  between  the Company and you, in which event this
letter agreement shall be of no further force and affect.

      If the above correctly reflects our  understanding,  please so indicate by
signing in the space provided below for such purpose.

                                           Sincerely,



                                           Richard M. Klein
                                           President and Chief Executive Officer

AGREED:

/s/ John H. Schroeder
- ---------------------
John H. Schroeder

EX-10.30

                                                                 Exhibit 10.30
                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

         AMENDMENT NO. 1

                  This Amendment No. 1, dated the 25 day of April, 2000, amends
the Senior Executive Employment Agreement dated June 2, 1995 between Sybron
Chemicals Inc. and Richard M. Klein (the "Agreement").  All terms capitalized
but not otherwise defined herein shall have the meaning ascribed to them in the
Agreement.

                  Pursuant  to the  approval  of the Board of  Directors  of the
Corporation of even date herewith, the Agreement is hereby amended as follows:

                  1.       The Agreement is hereby amended by replacing all
references to "NASDAQ" with "The American Stock Exchange".

                  2.       The Agreement is hereby amended by replacing all
references to "Annual Incentive Compensation Plan" with "Executive Bonus Plan".

                  3.       The Agreement is hereby amended by the addition of
the following Paragraph 12(c):

                           "(c) The value of each incentive  award payable under
                           this  Paragraph 12 shall be  determined in accordance
                           with  the  provisions  of  Section   7(g)(4)  of  the
                           Corporation's Executive Bonus Pan, as amended. To the
                           extent all or a portion of the Executive's  Incentive
                           Compensation awarded during the preceding three years
                           was paid in shares of the  Corporation's  stock,  the
                           portion  of  the  amount  payable  to  the  Executive
                           pursuant   to   Paragraph    12(b)(2)(ii)   hereunder
                           attributable to such stock awards shall be calculated
                           by  multiplying  (i) the  average  number  of  shares
                           awarded to the Executive  during such preceding three
                           years,   by  (ii)  the  fair  market   value  of  the
                           Corporation's  shares as of the date of the Change in
                           Control."

                  4.       Paragraph 13(d) of the Agreement is hereby amended by
replacing the reference therein to "90 days" with "180 days".

                  5.       The Agreement is hereby amended by the addition of
the following Paragraph 13(f):

                           "(f) The value of each incentive  award payable under
                           this  Paragraph 13 shall be  determined in accordance
                           with  the  provisions  of  Section   7(g)(4)  of  the
                           Corporation's Executive Bonus Plan, as amended."

                  6.       The Agreement is hereby  amended by the addition of
the following Paragraph 13A:

                           "13A.  Excess Parachute Gross-up Payments.
                                  ----------------------------------

                           (a) In the  event  any  amounts  payable  under  this
                           Agreement  and  under any other  plan,  agreement  or
                           arrangement  by which  the  Executive  is to  receive
                           payments  in the  nature  of  compensation  from  the
                           Corporation constitute "excess parachute payments" as
                           that term is defined for  purposes of Section 280G of
                           the Internal  Revenue  Code of 1986,  as amended (the
                           "Code") and Treasury Regulations promulgated pursuant
                           thereto,  the Executive  shall be entitled to receive
                           additional cash payments  ("Gross-Up  Payments") such
                           that,  after payment of all federal,  state and local
                           income  taxes and federal  excise taxes on the excess
                           parachute payments and on the Gross-Up  Payments,  he
                           will have a net  amount  equal to the amount he would
                           have received  under the terms of this  Agreement and
                           under  any  other  plan,   agreement  or  arrangement
                           pursuant  to  which  the   Executive  is  to  receive
                           payments  in the  nature  of  compensation  from  the
                           Corporation (but not including the Gross-Up Payments)
                           if no portion of such payments  and/or  benefits were
                           treated as excess parachute  payments for purposes of
                           Code Section 280G.

                           (b) The initial  determination  of whether a Gross-Up
                           Payment is required  and the amount of such  Gross-Up
                           Payments shall be made by the Corporation's regularly
                           engaged certified public accountants (the "Accounting
                           Firm").  The Accounting  Firm shall provide  detailed
                           calculations  to the  Corporation  and the  Executive
                           within 30  business  days of being  requested  by the
                           Executive to make a Gross-Up  Payment  determination.
                           If the  Accounting  Firm  determines  that a Gross-Up
                           Payment  is  required,   the   Gross-Up   Payment  so
                           determined  shall be paid  within five days after the
                           receipt of the Accounting  Firm's  determination.  If
                           the  Accounting  Firm  determines  that  no  Gross-Up
                           Payment  is  payable  to the  Executive,  it shall so
                           advise the Executive in writing. If,  notwithstanding
                           the  Accounting  Firm's  initial  determination,  the
                           Internal  Revenue  Service,  any applicable  state or
                           local tax authority or any court having  jurisdiction
                           over this matter  determines  that the  Executive was
                           the  recipient of excess  parachute  payments  and/or
                           that the  Executive is required to pay an excise tax,
                           the applicable  Gross-Up Payment or the amount of any
                           underpayment  of  Gross-Up  Payments  shall  be  paid
                           promptly by the Corporation to the Executive.

                  7.       The Agreement in all other respects is hereby
ratified and confirmed.

                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 as of the date first set forth above.

                                                   SYBRON CHEMICALS INC.


                                             By:   /s/ Richard M. Klein
                                                   ----------------------------
                                                       Richard M. Klein

EX-10.31

                                                                   Exhibit 10.31


                              SYBRON CHEMICALS INC.

                            SHARE PARTICIPATION PLAN

                                 AMENDMENT NO. 2

                  Sybron Chemicals Inc., a Delaware corporation (hereinafter
called the "Company") established, effective June 11, 1990, the "Sybron Chemical
Industries Inc. Share Participation Plan", renamed the "Sybron Chemicals Inc.
Share Participation Plan" (hereinafter the "Plan").  On October 30, 1992, the
Plan was first amended through the adoption of Amendment No. 1.

                  The Committee desires to further amend the Plan as hereinafter
set forth.

                NOW, THEREFORE,  subject to the  approval  of the Board of
Directors of the Company, the Plan is hereby amended as follows:

                  1.       Paragraph 1, subparagraph (d) of the Plan is hereby
amended to read in its entirety as follows:

                  "(d)     "Committee" shall mean a committee comprised of R.M.
Klein, S.F. Ladin, J.H. Schroeder and S.R. Adler, or such other persons as shall
be appointed by the Board of Directors of SCI to serve in addition to, or in
lieu of, the aforementioned appointees."

                  2.       Paragraph 1, subparagraph (e)(i) of the Plan is
hereby amended to read in its entirety as follows:

                           "(i) have completed at least one full year of service
                  with the Company or are at the Executive Grade level; provided
                  that,  after  April 1,  2000,  the  Committee  shall  have the
                  discretion to waive such one-year  requirement with respect to
                  any Employee". 3. Paragraph 1, subparagraph (h) of the Plan is
                  hereby amended to read in its entirety as follows:

                           "(h) "Triggering Event" shall mean:

                                     (i) the sale or disposal of substantially
all of the assets of the Company, or

                                    (ii) the date any entity, person or group,
within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended, other than the Company or Citigroup or any of
their  subsidiaries,  any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries,  or any other person or
group in which the present  management of the Company  shall have an  aggregate
equity  interest,  on a fully  diluted basis, of no less than 20%, shall have
become the beneficial  owner of, or shall have  obtained  voting  control  over,
more  than  fifty  percent  (50%) of the outstanding shares of (A) the Company's
Common Stock, or (B) the Common Stock of the Company  resulting from the merger
or  consolidation  of the Company with or into any other entity."

                  4.       Paragraph 3(d) of the Plan is hereby amended to read
in its entirety as follows:
                           "(d) If an Awardee is an Optionee in the Sybron
                  Chemicals Inc. 1992 Stock Option Plan (the "Stock Option
                  Plan") as defined therein, the Stock Option Plan   Committee
                  may   designate  a  number  or  percent  of Participation
                  Shares  awarded  to the  Awardee  which will be canceled prior
                  to a Triggering  Event in conjunction  with the exercise  of a
                  Stock  Option  which  has been  granted  to the Awardee
                  pursuant  to the  Stock  Option  Plan.  The terms and
                  conditions  under  which  such  Participation  Shares  will be
                  canceled  shall  be  set  forth  in  the  Stock  Option  Grant
                  Agreement (the  "Agreement")  made between the Awardee and the
                  Company.  The  Agreement  may  apply to  Participation  Shares
                  awarded  to the  Awardee  before  or  after  the  date  of the
                  Agreement  but prior to the  exercise  of all or a part of the
                  Non-qualified  Stock Option.  Any such  cancellation  shall be
                  duly noted in the registry.  Notwithstanding the foregoing, in
                  no event shall  Participation  Shares  awarded  from and after
                  April 1, 2000 be canceled as a result of the exercise of Stock
                  Options  granted  pursuant  to  the  Stock  Option  Plan."  5.
                  Paragraphs  4(a), 4(b) and 5 of the Plan are hereby amended by
                  replacing all references to the "first anniversary of the
                  Triggering Event" with the "sixth monthly anniversary of the
                  Triggering Event".

                  6.       The Plan in all other respects is hereby ratified and
                  confirmed.

                  IN WITNESS WHEREOF, Sybron Chemicals Inc. has caused this
amendment to the Plan to be signed, effective  April 1, 2000 and its  corporate
seal to be hereunto  affixed by its duly authorized officers this 17th day of
April, 2000.

                                                     Sybron Chemicals Inc.
                                                     By: /s/ Steven F. Ladin

ATTEST:
By:
        (Corporate Seal)

EX-10.32

                                                                Exhibit 10.32

                              SYBRON CHEMICALS INC.
                              EXECUTIVE BONUS PLAN

Section  7(g)(4)  of the  Company's  Executive  Bonus Plan is amended to read as
follows:

         (4) In the event there is no public market either for shares of Company
Common  Stock or for  shares of any  successor  of the  Company as a result of a
Change of Control,  any awards that would otherwise be made in shares of Company
Common under the terms of the Plan shall be made by  converting  the  applicable
number of shares  into cash and  multiplying  such  number of shares by the fair
market  value  of the  Company  Common  Stock as of the  date of the  Change  of
Control.  In the event  there is no public  market for shares of Company  Common
Stock but there is a public market for shares of a successor of the Company as a
result of a Change of Control, any awards that would otherwise be made in shares
of  Company  Common  Stock  under the terms of the Plan  shall be made in common
stock of such  successor  entity.  The amount  number of such  awards  shares of
common stock of the successor  entity shall be calculated  based on the relative
fair market  value of the Company  Common  Stock and of the common  stock of the
successor  entity as of the date of the Change of  Control.  After the date of a
Change of Control, all awards with respect to the two Bonus Years after the date
of immediately  following the year in which the Change of Control occurred shall
be made  exclusively  in cash and in cash or stock of the successor  entity,  by
converting  the  applicable  number of shares  into cash or stock as  determined
above. Thereafter, any provisions of the Plan providing for awards to be made in
the form of Company Common Stock shall be without effect.

EX-27

 


<ARTICLE>                     5
<LEGEND>
     (Sybron Chemicals Inc. - 10Q/A 2nd Qtr 2000)

<CIK>                         0000832815
<NAME>                        SYBRON CHEMICALS INC.

                             
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