SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 Commission File Number 33-98522
GREAT LAKES CARBON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3637043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 East 59th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 527-3002
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (i) 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 (ii) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form 10-K or any amendment
to this Form 10-K. [X]
As of February 20, 1998, the registrant had outstanding 100,000 shares
of its Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
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GREAT LAKES CARBON CORPORATION
Amendment to Annual Report on Form 10-K for the
Year Ended December 31, 1997
Table of Contents
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Page
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Item 10. Directors and Executive Officers of the Registrant . . . . . 1
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 2
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . . . . . . 3
Item 13. Certain Relationships and Related Transactions. . . . . . . . 4
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Item 10. Directors and Executive Officers(1) of the Registrant
Directors and Executive Officers
The directors of the Company are as follows:
Name Age Position
---- --- --------
William E. Flaherty 65 Chairman of the Board
David O. Carpenter 60 Director
David N. Judelson 69 Director
Tinkham Veale II 83 Director
All of the Company's directors and executive officers are elected
annually and hold office until their respective successors are elected and
qualified.
Mr. Flaherty has served as Chairman of the Board of the Company since
1991. He has also been Chairman of the Board and Chief Executive Officer of
Horsehead since 1989 and was President and Chief Executive Officer and a
director of Horsehead from 1981 to 1989. Since 1986 he has been the Chairman
of the Board of Horsehead Resource Development Company, Inc. ("HRD").
Mr. Carpenter has been a director of the Company since 1991. He was
President of the Company from 1991 to June 1995. He was President of Horsehead
from 1989 to June 1995 and has been a director of Horsehead since 1981. He
was also President and Chief Executive Officer of HRD from 1986 to 1990 and
Vice Chairman of HRD from 1990 to June 1995 and has been a director of HRD
since June 1995.
Mr. Judelson has been a director of the Company since 1991. He was a
founder of Gulf & Western Industries, Inc. (now a unit of Viacom International
Inc.), a member of its Board of Directors from 1959 to 1983 and President and
Chief Operating Officer from 1967 to 1983. Since 1983 he has been engaged in
consulting and investments. He has also been a director of Horsehead since
1985 and Vice Chairman of Horsehead since 1989 and a director of HRD since
1986.
Mr. Veale has been a director of the Company since 1991. He was the
founder of Alco Standard Corporation and was Chairman of that company through
1986 when he became Chairman Emeritus. He was Chairman of the Board of Horse-
head from 1981 to 1989, and has been Chairman Emeritus of Horsehead since 1989.
He has also been a director of HRD since 1986.
Mr. Flaherty has an employment agreement with the Company which expires
in 2000 and provides for annual compensation of $360,000. He also received a
bonus of $2,472,000 during 1997. Messrs. Carpenter, Judelson and Veale each
have a consulting agreement with the Company which expires in 2000 and provides
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(1) Information regarding the executive officers of the Company was set forth
in Item 1 of the Company's Report on Form 10-K filed March 2, 1998.
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for an annual fee of $140,000. In connection with their consulting activities
they were also paid $1,338,000, $1,272,000 and $918,000, respectively in
consulting fee bonuses during 1997.
Item 11. Executive Compensation
The following table sets forth information concerning cash compensation
paid by the Company for the years ended December 31, 1997, 1996 and 1995 to the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company. The Company does not have any
non-cash compensation or stock appreciation rights plans.
Annual Compensation
-------------------
All Other
Name and Position Year Salary Bonus Other (1) Compensation(2)
- ----------------- ---- ------ ----- -------- --------------
James D. McKenzie 1997 250,008 300,000 -- $4,750
President and Chief 1996 250,008 150,000 -- --
Executive Officer 1995 210,000 -- -- --
A. Frank Baca 1997 157,500 37,440 -- 4,725
Senior Vice President, 1996 150,000 17,524 7,134 --
Operations and 1995 120,936 8,686 320 --
Administration
Robert C. Dickie 1997 130,002 29,952 4,883 3,900
Vice President, Sales 1996 120,000 15,361 34,736 --
1995 106,008 7,893 25,263 --
Jams W. Betts 1997 112,500 26,208 33,817 3,375
Vice President, 1996 105,000 13,910 67,000 --
Raw Materials 1995 96,000 7,392 5,000 --
Patrick E. Valentine 1997 75,000 -- -- 2,250
Vice President,
Commercial Development
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(1) The amounts shown in this column reflect the Company's payment of reloca-
tion allowances.
(2) The amounts shown in this column reflect the Company's contribution to the
named executive officer's 401(k) account.
The Company also maintains a defined benefit retirement plan for its
salaried employees which provides eligible employees with certain benefits at
retirement based upon the participant's years of service and final base salary.
Report of the Board of Directors on Executive Compensation.
It is the general policy of the Company to set executive compensation
at levels which will attract and retain persons of appropriate skill, knowledge
and experience to perform the necessary duties required of them as executive
officers of the Company, while at the same time motivating them to produce
superior results.
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Executive compensation is comprised of (i) salary and (ii) participa-
tion in a profit sharing plan. Salaries are generally determined by
consideration of the following factors: (A) the need to attract and retain
competent executives; and (B) salary levels of executives of comparable
companies. The salary of the Chief Executive Officer is determined by the
Board of Directors of the Company and generally reflects his unique skills,
overall qualifications, past experience and prior performance.
The Company's profit sharing plan provides for distributions based
upon the Company's achievement of profitability targets established each
year by the Company. The Chief Executive Officer does not participate in
the profit sharing plan but may receive cash bonuses at the discretion of the
Company's Board of Directors.
THE BOARD OF DIRECTORS
William E. Flaherty, Chairman
David O. Carpenter
David N. Judelson
Tinkham Veale II
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of December 31, 1997
relating to the beneficial ownership of the common stock of the Company by the
directors and named executive officers of the Company, directors and officers
of the Company as a group and each owner of more than 5% of the common stock of
the Company.
Number of
Name Shares Percent
---- --------- -------
William E. Flaherty (1) 37,080 37.1%
David O. Carpenter (2) 20,070 20.1%
David N. Judelson (3) 19,080 19.1%
Tinkham Veale II (4) 13,770 13.8%
All directors and officers as a group
(10 persons) 90,000 90.0%
(1) Mr. Flaherty's share ownership includes shares held by a trust and a
Delaware limited partnership of which Mr. Flaherty is the sole limited
partner.
(2) With respect to 16,884 shares owned of record by Mr. Carpenter's wife and
children or by Mr. Carpenter and his wife jointly, share ownership
consists of shared voting and shared investment power.
(3) With respect to 4,512 shares owned of record by Mr. Judelson's children,
share ownership consists of shared voting and shared investment power.
(4) Mr. Veale's shares are held by a family owned corporation.
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Item 13. Certain Relationships and Related Transactions
Distribution Agreement.
The Company and Horsehead entered into a distribution agreement con-
currently with the sale of the Secured Notes ("the Spinoff Date"). The
distribution agreement provides that each of the Company and Horsehead will
indemnify the other party against certain losses arising before, concurrently
or subsequent to the Spinoff Date.
Tax Separation Agreement.
In 1995, the Company and Horsehead were parties to a tax sharing agree-
ment which provided for apportionment of consolidated federal tax liability on
a separate company basis. The Company and Horsehead are also parties to a tax
separation agreement that provides for adjustments to federal income tax
liability of the Company, computed on a separate company basis for tax periods
prior to the Spinoff Date.
Management/Corporate Services.
In 1995, until the Spinoff Date, the Company paid a monthly asset
utilization fee to Horsehead equal to 1% of the Company's net assets, adjusted
for intercompany balances and tax assets and liabilities. A portion of the fee
represented various management services provided to the Company by Horsehead.
After the Spinoff Date, the Company is paying a fee to Horsehead in exchange
for management, tax, financial, legal and other services performed for the
Company, which for 1997 was $620,000. The Company also reimburses Horsehead
in connection with its use of certain corporate facilities which amount was
$816,000 for 1997.
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SIGNATURES
Pursuant to the requirements of Rule 12b-15 of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
GREAT LAKES CARBON
CORPORATION
By: /s/JAMES D. MCKENZIE
-------------------------------
James D. McKenzie
President and Chief Executive Officer
(Principal Executive Officer)
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