-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8f6BkX1N8E+hyx8wOGYANkgf/o8mSBvwhXMSFpNuJOGUAGidgv+8vw08RLEIbnh GEmas/sRSDTtl6kTNK9iUQ== 0000915913-97-000003.txt : 19970507 0000915913-97-000003.hdr.sgml : 19970507 ACCESSION NUMBER: 0000915913-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970506 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBEMARLE CORP CENTRAL INDEX KEY: 0000915913 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 541692118 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12658 FILM NUMBER: 97596491 BUSINESS ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 BUSINESS PHONE: 504-388-7480 MAIL ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 FORMER COMPANY: FORMER CONFORMED NAME: ECHEM INC DATE OF NAME CHANGE: 19931208 10-Q 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Transition Period from ______________to_______________ Commission File Number 1-12658 ALBEMARLE CORPORATION ----------------------- (Exact name of registrant as specified in its charter) VIRGINIA 54-1692118 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 330 SOUTH FOURTH STREET P. O. BOX 1335 RICHMOND, VIRGINIA 23210 - ------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (804) 788-6000 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 such 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 --- --- Number of shares of common stock, $.01 par value, outstanding as of April 30, 1997: 55,225,543 2 ALBEMARLE CORPORATION I N D E X Page Number ----------- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheets - March 31, 1997 and December 31, 1996 3-4 Consolidated Statements of Income - Three Months Ended March 31, 1997 and 1996 5 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 6 Notes to the Consolidated Financial Statements 7-12 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 13-15 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 16 ITEM 4. Submission of Matters to a Vote of Security Holders 16 ITEM 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 3 PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1. Financial Statements -------------------- ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- (Dollars In Thousands) ----------------------
March 31, December 31, 1997 1996 --------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,615 $ 14,242 Accounts receivable, less allowance for doubtful accounts (1997- $1,359; 1996 - $1,290) 145,598 141,293 Inventories: Finished goods 65,769 58,271 Raw materials 9,339 10,148 Work-in-process 181 247 Stores, supplies and other 16,244 15,833 ------------ ------------- 91,533 84,499 Deferred income taxes and prepaid expenses 18,328 19,107 ------------ ------------- Total current assets 258,074 259,141 ------------ ------------- Property, plant and equipment, at cost 1,152,283 1,148,832 Less accumulated depreciation and amortization (661,422) (653,108) ------------ ------------- Net property, plant and equipment 490,861 495,724 Other assets and deferred charges 72,995 68,304 Goodwill and other intangibles - net of amortization 20,216 23,092 ------------ ------------- Total assets $ 842,146 $ 846,261 ------------ ------------- ------------ ------------- See accompanying notes to the consolidated financial statements.
4 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ---------------------------- (Dollars In Thousands) ----------------------
March 31, December 31, 1997 1996 ------------ ------------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 60,862 $ 66,968 Long-term debt, current portion 395 7,457 Accrued expenses 48,972 55,783 Dividends payable 3,853 3,853 Income taxes payable 20,730 13,887 ------------ ------------- Total current liabilities 134,812 147,948 ------------ ------------- Long-term debt 35,430 24,406 Other noncurrent liabilities 65,209 64,166 Deferred income taxes 96,459 104,543 Shareholders' equity: Common stock, $.01 par value, issued - 55,046,677 in 1997 and 55,046,183 in 1996, respectively 550 550 Additional paid-in capital 250,896 250,890 Foreign currency translation adjustments 5,385 16,677 Retained earnings 253,405 237,081 ------------ ------------- Total shareholders' equity 510,236 505,198 ------------ ------------- Total liabilities and shareholders' equity $ 842,146 $ 846,261 ------------ ------------- ------------ ------------- See accompanying notes to the consolidated financial statements.
5 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ---------------------------------- (In Thousands Except Per-Share Amounts) --------------------------------------- (Unaudited)
Three Months Ended March 31, ---------------------------- 1997 1996 ----------- ----------- Net sales $ 198,394 $ 270,171 Cost of goods sold 132,032 196,060 ----------- ----------- Gross Profit 66,362 74,111 Selling, general and administrative expenses 26,599 33,545 Research and development expenses 7,397 7,126 ----------- ----------- Operating profit 32,366 33,440 Interest and financing expenses 197 1,841 Gain on sale of business - (158,157) Other income, net (62) (1,767) ------------ ----------- Income before income taxes 32,231 191,523 Income taxes 12,054 75,899 ------------ ----------- NET INCOME $ 20,177 $ 115,624 ------------ ----------- ------------ ----------- EARNINGS PER SHARE $ 0.36 $ 1.73 ------------ ----------- ------------ ----------- Shares used to compute earnings per share 55,535 66,663 ------------ ----------- ------------ ----------- Cash dividends declared per share of common stock $ .07 $ .055 ------------ ----------- ------------ ----------- See accompanying notes to the consolidated financial statements.
6 ALBEMARLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------------------ (Dollars In Thousands) ---------------------- (Unaudited)
Three Months Ended March 31, --------------------------- 1997 1996 ------------ ----------- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR $ 14,242 $ 33,130 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income 20,177 115,624 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 16,097 20,630 Gain on sale of business, net of income taxes of $63,780 -- (94,377) Working capital increase excluding cash and cash equivalents, net of the effects of the sale of business in 1996 (21,603) (22,972) Other, net 850 (1,800) ------------ ----------- Net cash provided from operating activities 15,521 17,105 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures and acquisition cost (27,424) (22,652) Proceeds from sale of business, net of $26,731 of trade accounts payable retained by the Company -- 509,771 Other, net 8 1,308 ------------ ----------- Net cash (used in) provided from investing activities (27,416) 488,427 ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 12,555 -- Repayments of long-term debt (8,440) (205,518) Dividends paid (3,853) (3,634) Other, net 6 183 ------------ ----------- Net cash provided from (used in) financing activities 268 (208,969) ------------ ----------- (Decrease) increase in cash and cash equivalents (11,627) 296,563 ------------ ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,615 $329,693 ------------ ----------- ------------ ----------- See accompanying notes to the consolidated financial statements.
7 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ----------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Albemarle Corporation and Subsidiaries ("Albemarle" or "the Company") contain all adjustments necessary to present fairly, in all material respects, the Company's consolidated financial position as of March 31, 1997 and the actual consolidated results of operations and condensed consolidated cash flows for the three-month periods ended March 31, 1997 and 1996. All adjustments are of a normal and recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1996 Annual Report which was incorporated by reference in the Company's Form 10-K filed on March 26, 1997. The December 31, 1996 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The results of operations for the three-month period ended March 31, 1997, are not necessarily indicative of the results to be expected for the full year. 2. On March 1, 1996, the Company sold its alpha olefins, poly alpha olefins, and synthetic alcohol businesses ("Olefins Business") to Amoco Chemical Company ("Amoco") for approximately $510 million, including plant and equipment (primarily located in Pasadena, Texas, Deer Park, Texas and Feluy, Belgium), other assets, inventory and accounts receivable, net of trade accounts payable retained and paid to date by the Company (approximately $26.7 million at March 31, 1997) and certain business-related liabilities transferred at the date of sale. The sale involved approximately 550 people who supported these businesses. The gain on the sale was $158.2 million ($94.4 million after income taxes or $1.41 per share), net of $44.3 million of costs incurred in connection with the sale for early retirements and work-force reductions, abandonment costs of certain facilities and certain other costs (including environmental costs) related to the sale and/or businesses sold. The transaction included numerous operating and service agreements primarily focusing on the sharing of common facilities at the Pasadena plant site of Albemarle and the Feluy plant site operated by Amoco. The net sales and operating profit before allocation of corporate overhead for the Olefins Business for the two-months ended March 1, 1997, were approximately $80 million and $5.5 million, respectively. 8 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 3. Long-term debt consists of the following:
March 31, December 31, 1997 1996 ----------- ------------ Variable-rate bank loans $ 27,200 $ 16,300 Foreign bank borrowings 7,476 14,392 Miscellaneous 1,149 1,171 ---------- ------------ Total 35,825 31,863 Less amounts due within one year 395 7,457 ---------- ------------ Long-Term debt $ 35,430 $ 24,406 ---------- ------------ ---------- ------------
4. The provision for income taxes on the earnings of the Company in the accompanying consolidated statement of income for the three-month period ended March 31, 1996 is higher than the statutory income tax rates primarily due to state income taxes and a lower tax basis than book basis related to the sale of the Olefins Business. 5. The shares used to compute earnings per share for the three-month period ended March 31, 1997, reflect the April 1, 1996 purchase by the Company of 9,484,465 shares of its common stock, at a price of $23 per share plus expenses for a total aggregate cost of $219.4 million, through a tender offer, which began on March 4, 1996 and concluded on April 1, 1996, following the sale of the Olefins Business to Amoco. Additionally, the Company purchased 275,400 and 1,481,100 common shares in the second and third quarters of 1996, respectively, at an aggregate cost of $32.1 million. 6. The Financial Accounting Standards Board recently issued FASB Statement No. 128, "Earnings Per Share" which is effective for financial statements for both interim and annual periods ending after December 15, 1997. Earlier application is not permitted; however, restatement of all prior-period earnings per share data presented is required. The Company has not yet determined the effect FASB Statement No. 128 will have on its financial statements; however, the adoption is not expected to have a material impact on the financial position or results of operations of the Company. 9 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Share Amounts) (Unaudited) 7. On March 31, 1997, the Company and Mitsui Toatsu Chemicals, Inc. (Mitsui Toatsu) completed the formation of an alliance whereby Albemarle acquired 50 percent of the outstanding stock of Nippon Aluminum Alkyls, Ltd. (NAA) for cash. Mitsui Toatsu will continue to hold the remaining 50 percent of NAA, which produces organometallic catalysts at its facility in Takaishi City, Osaka, and distributes products to the petrochemical and synthetic rubber industries in Japan and the Asia Pacific area. No pro forma financial information is provided for this acquisition for the period presented since its impact was immaterial to the Company's consolidated results of operations and financial position. 8. The following unaudited supplemental pro forma condensed consolidated statement of income for the three months ended March 31, 1996, is presented assuming that the disposition of the Olefins Business had occurred as of January 1, 1996. The related pro forma information is presented for informational purposes only and is not necessarily indicative of the Company's results of operations or what the consolidated results of operations would have been had the Company operated without the Olefins Business for the three months ended March 31, 1996. Additionally, the accompanying pro forma information, consistent with the data presented in the Company's Form 8-K filed on March 15, 1996, does not reflect the impact of the purchase of 9,484,465 shares of common stock acquired in the Company's tender offer as if it had occurred on January 1, 1996. 10 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 8. Continued.
Pro Forma Condensed Consolidated Statement of Income Three Months Ended March 31, 1996 ------------------------------------- Historical Adjustments Pro Forma ----------- ----------- ----------- Net sales $ 270,171 $ (79,763) (a) 799 (b) $191,207 Cost of goods sold 196,060 (71,146) (a) 420 (b) 125,334 ----------- ----------- ----------- Gross profit 74,111 (8,238) 65,873 Selling, R&D and general expenses 40,671 (4,183) (a) 36,488 ----------- ----------- ----------- Operating profit 33,440 (4,055) 29,385 Interest and financing expenses 1,841 (1,563) (c) 278 Gain on sale of business (158,157) 158,157 (d) -- Other income, net (1,767) 20 (a) (60) (e) (1,807) ----------- ----------- ------------- Income before income taxes 191,523 (160,609) 30,914 Income taxes 75,899 (63,780) (d) (935) (f) 11,184 ----------- ----------- ------------- Net income $ 115,624 $ (95,894) $ 19,730 ----------- ----------- ------------- ----------- ----------- ------------- Earnings per share $ 1.73 $ .30 ----------- ------------- ----------- ------------- Shares used to compute earnings per share 66,663 66,663 (g) ----------- ------------- ----------- ------------- See accompanying notes to the pro forma condensed consolidated statement of income.
11 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 8. Continued. Notes to the pro forma condensed consolidated statement of income are described below: (a) To eliminate the results of operations of the Olefins Business for the period January 1, 1996 thru February 29, 1996 as though the sale to Amoco occurred on January 1, 1996, and to reflect reductions in administrative and other costs which occurred because of personnel, employee benefits (including compensation) and other cost reductions assumed implemented following the sale of the Olefins Business to Amoco. (b) To record service fee income and incremental sales revenue generated from providing various services and products under contracts to Amoco and to record costs and expenses for services and products provided by Amoco. The service and supply arrangements were entered into in connection with the sale of the Olefins Business to Amoco. (c) To reflect the pro forma interest cost savings resulting from the repayment of certain domestic and Belgian debt, using the proceeds received from the sale of the Olefins Business. (d) To eliminate the gain and related income taxes on the March 1, 1996, sale of the Olefins Business. (e) To record the related amortization of certain advance rents received from Amoco upon closing of the sale of the Olefins Business associated with an arrangement in the nature of an operating lease in Belgium. (f) To record the income tax effects of the adjustments set forth in Notes (a) through (c) and (e) above, calculated at an assumed combined domestic state and federal income tax rate of 37.92%. The Company's income tax provision on the results of operations of the remaining businesses was adjusted for utilization of a portion of the Belgian net operating loss carryforwards for which a valuation allowance had previously been provided on the related deferred tax assets and for the estimated additional income taxes which would have resulted if undistributed foreign earnings had been remitted to the Company. 12 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ----------------------------------------------- (In Thousands Except Share Amounts) (Unaudited) 8. Continued. (g) The average number of shares used to compute earnings per share does not include the effects of the Company's tender offer concluded on April 1, 1996, as if it had occurred on January 1, 1996. The average number of shares would have been 57,179,000 had the offer been assumed to have been completed on January 1, 1996. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------- OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION ------------------------------------------------ The following is management's discussion and analysis of certain significant factors affecting Albemarle Corporation's ("Albemarle" or "the Company") results of operations during the periods included in the accompanying consolidated statements of income and changes in the Company's financial condition since December 31, 1996. On March 1, 1996, the Company sold its alpha olefins, poly alpha olefins and synthetic alcohol businesses ("Olefins Business") to Amoco Chemical Company ("Amoco"). After the sale, Albemarle is engaged in the Bromine Chemicals and Specialty Chemicals and Surfactants and Biocides businesses. Results of Operations - --------------------- First Quarter 1997 Compared with First Quarter 1996 - --------------------------------------------------- NET SALES Net sales for the first quarter of 1997 amounted to $198.4 million, down from $270.2 million in 1996. Excluding the first two months 1996 net sales (approximately $80 million) of the Olefins Business sold on March 1, 1996, Albemarle's net sales for the first quarter of 1997 would have shown an increase of four percent, or $8.3 million. The higher net sales were primarily due to increased shipments of organometallics, partly offset by a decrease in shipments of zeolites. OPERATING COSTS AND EXPENSES Cost of goods sold decreased 33% ($64.0 million) in 1997 from 1996 primarily reflecting the impact of two months cost of goods sold of the Olefins Business included in the 1996 period. In addition, 1997 cost of goods sold reflects the impact of higher foreign exchange gains, offset in part by start-up costs for naproxen. Overall the gross profit margin increased to 33.5% in the 1997 quarter from 27.4% in the 1996 period reflecting primarily the elimination of the results of the Olefins Business, which had lower profit margins. Selling, general and administrative expenses, combined with research and development expenses, decreased 16% in 1997 versus the 1996 quarter reflecting the impact of expenses associated with two-months operations of the Olefins Business included in the 1996 period. Also, 1997 expenses reflect the benefit of lower employee-related expenses resulting from the Company's work force reduction program implemented when the Olefins Business was sold. 14 As a percentage of net sales, selling, general and administrative expenses, including research and development expenses were 17.1% in 1997 versus 15.1% in the 1996 quarter. Excluding the selling, general and administrative expenses and research and development expenses eliminated in connection with the Olefins Business sold, the percentage of net sales, of selling, general and administrative expenses, including research and development expenses for 1996, would have been 19.0 percent. OPERATING PROFIT Operating profit in the first quarter of 1997 decreased approximately 3% from the corresponding period in 1996. Excluding the first two months 1996 operating profit of the Olefins Business sold, 1997 operating profit for the quarter would have been up over the 1996 period. INTEREST AND FINANCING EXPENSES AND OTHER INCOME Interest and financing expenses in 1997 decreased to $.2 million from $1.8 million in 1996 due to lower average outstanding debt. Other income decreased $1.7 million primarily due to lower interest income in the 1997 period. GAIN ON SALE OF BUSINESS The Company's 1996 first quarter earnings included a gain of $158.2 million ($94.4 million after income taxes) on the sale of the Olefins Business. INCOME TAXES Income taxes for first quarter 1997 decreased $63.8 million compared to the first quarter of 1996 on a $ 159.3 million decrease in pretax income while the effective tax rate was 37.4% in the 1997 quarter versus 39.6% for the 1996 period. Excluding the effect of the gain on the sale of the Olefins Business, the effective tax rate for the 1996 period was 36.3%. The higher tax rate in 1997 reflects an increase in income from foreign subsidiaries, which are taxed higher than U. S. statutory rates and for which no repatriated benefits are provided. Financial Condition and Liquidity - --------------------------------- Cash and cash equivalents at March 31, 1997, were $2.6 million, representing a decrease of $11.6 million from $14.2 million at year-end 1996. Cash flows from operating activities together with $11.6 million of existing cash and borrowings of $12.6 million, were used to cover operating activities including a working capital increase, capital expenditures and acquisition cost, payment of dividends and repayment of debt. The Company anticipates that cash provided from operations in the future will be sufficient to pay its operating expenses, satisfy debt-service obligations and make dividend payments to common shareholders at current rates. 15 The Company's foreign currency translation adjustments, net of related deferred taxes, at March 31, 1997, decreased 68% from December 31, 1996, primarily due to the strengthening of the U.S. dollar. The noncurrent portion of the Company's long-term debt amounted to $35.4 million at March 31, 1997, compared to $24.4 million at the end of 1996. The Company's long-term debt, including the current portion, as a percentage of total capitalization amounted to 6.6% at March 31, 1997. The Company's capital expenditures combined with acquisition costs in the first quarter of 1997 were higher than in the first quarter of 1996. For the year, capital expenditures are forecasted to be slightly above the 1996 level. Capital spending will be financed primarily with cash flow from operations with any additional cash provided from additional debt. The amount and timing of any additional borrowing will depend on the Company's specific cash requirements. The Company is subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To the best of the Company's knowledge, it currently is complying with and expects to continue to comply in all material respects with existing environmental laws, regulations, statutes and ordinances. Such compliance with federal, state, local and foreign environmental protection laws has not in the past had, and is not expected to have in the future, a material effect on earnings or the competitive position of Albemarle. Among other environmental requirements, the Company is subject to the federal Superfund law, and similar state laws, under which the Company may be designated as a potentially responsible party and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Recent Developments - ------------------- On March 31, 1997, the Company and Mitsui Toatsu Chemicals, Inc. (Mitsui Toatsu) completed the formation of an alliance whereby Albemarle acquired 50 percent of the outstanding stock of Nippon Aluminum Alkyls, Ltd. (NAA) for cash. Mitsui Toatsu will continue to hold the remaining 50 percent of NAA. NAA produces organometallic catalysts at its facility in Takaishi City, Osaka, and distributes products to the petrochemical and synthetic rubber industries in Japan and the Asia Pacific area. 16 Part II - OTHER INFORMATION - ---------------------------- ITEM 1. Legal Proceedings ------------------ Three administrative proceedings with the federal Occupational Safety and Health Administration (OSHA), involving a total potential penalty in excess of $100,000, but not more than $250,000, were commenced in 1996 and reported previously in the Company's 1996 reports on Form 10-Q and 10-K. The Company filed a notice of contest and is contesting vigorously each citation. The three citations have been combined for hearing in July, 1997. Each of these citations arose out of a series of unrelated fires in the MEMC Electronic Materials, Inc. ("MEMC") Polysilicon plant in Pasadena, Texas that was sold to MEMC but which is operated by the Company under contract. ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- At the annual meeting of shareholders held on April 23, 1997, the shareholders elected the directors nominated in the Proxy with the following affirmative votes and votes withheld:
Director Affirmative Votes Votes Withheld - -------- ------------------ --------------- Craig R. Andersson 49,915,925 172,547 Dirk Betlem 49,919,820 168,652 Floyd D. Gottwald, Jr. 49,899,972 188,501 John D. Gottwald 49,910,613 177,860 Andre B. Lacy 49,919,385 169,087 Seymour S. Preston, III 49,918,871 169,601 Emmett J. Rice 49,898,297 190,175 Charles B. Walker 49,893,130 195,343 Anne M. Whittemore 49,914,826 173,646
The shareholders also approved the selection of Coopers & Lybrand as the Company's auditors with 49,930,132 affirmative votes, 68,712 against and 89,629 abstentions. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits 27. Financial Data Schedule (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 17 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALBEMARLE CORPORATION - ----------------------- (Registrant) Date: May 6, 1996 By: Thomas G. Avant -------------------- Thomas G. Avant Senior Vice President (Principal Accounting Officer) Date: May 6, 1996 By: Charles B. Walker ------------------- Charles B. Walker Vice Chairman of the Board Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE ANNUAL REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-Q. 1,000 3-MOS DEC-31-1997 MAR-31-1997 $2,615 $0 $146,957 $1,359 $91,533 $258,074 $1,152,283 $661,422 $842,146 $134,812 $0 $0 $0 $550 $509,686 $842,146 $198,394 $198,394 $132,032 $166,028 $0 $0 $197 $32,231 $12,054 $20,177 $0 $0 $0 $20,177 $0.36 $0.36
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