<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
REGISTRATION NO. 333-14913
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ASTOR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2999 13-3550228
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
CO-REGISTRANT
<TABLE>
<CAPTION>
(EXACT NAME OF
CO-REGISTRANT (STATE OR OTHER JURISDICTION
AS SPECIFIED IN ITS OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CHARTER) INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
- ----------------------- ------------------------------ ---------------------------- -------------------
<S> <C> <C> <C>
ASTOR HOLDINGS II, INC. Delaware 2999 25-1766332
</TABLE>
8521 SIX FORKS ROAD
RALEIGH, NORTH CAROLINA 27615
(919) 846-8011
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
<TABLE>
<S> <C>
BOYD D. WAINSCOTT WITH A COPY TO:
Chief Executive Officer BRUCE D. MEYER, ESQ.
ASTOR CORPORATION CLAY A. HALVORSEN, ESQ.
8521 Six Forks Road Gibson, Dunn & Crutcher
Raleigh, North Carolina 27615 333 S. Grand Avenue
(919) 846-8011 Los Angeles, California 90071
(Name, Address, Including Zip Code, (213) 229-7000
and Telephone Number,
Including Area Code, of Agent for
Service)
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------------------
THE REGISTRANT AND THE CO-REGISTRANT HEREBY AMEND THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT AND THE CO-REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 4 to this Registration Statement (File No. 333-14913)
pertains solely to information that was unintentionally omitted in the previous
filing from the independent auditors' consent given by KPMG, filed as Exhibit
23.3 hereto.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors of the Company under
certain circumstances from liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. The Company's Charter and
Bylaws provide, in effect, that, to the fullest extent and under the
circumstances permitted by Section 145 of the DGCL, the Company will indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation or enterprise. The
Company may, in its discretion, similarly indemnify its employees and agents.
The Charter relieves its directors from monetary damages to the Company or its
stockholders for breach of such director's fiduciary duty as directors to the
fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a
corporation may relieve its directors from personal liability to such
corporation or its stockholders for monetary damages for any breach of their
fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii)
for failure to act in good faith, (iii) for intentional misconduct or knowing
violations of law, (iv) for willful or negligent violation of certain provisions
in the DGCL imposing certain requirements with respect to stock repurchases,
redemption and dividends, or (v) for any transactions from which the director
derived an improper personal benefit. Depending upon the character of the
proceeding, under Delaware law, the Company may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had no cause to
believe his or her conduct was unlawful. To the extent that a director or
officer of the Company has been successful in the defense of any action, suit or
proceeding referred to above, the Company will be obligated to indemnify him or
her against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith.
ITEM 21. EXHIBITS.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*1.1 Purchase Agreement, dated October 2, 1996, among Astor Corporation, Astor
Holdings II, Inc., Donaldson, Lufkin & Jenrette Securities Corporation
and Chase Securities Inc.
*3.1 Certificate of Incorporation of Astor Corporation
*3.2 Bylaws of Astor Corporation
*3.3 Certificate of Incorporation of Astor Holdings II, Inc.
*3.4 Bylaws of Astor Holdings II, Inc.
*4.1 Indenture, dated October 8, 1996, among Astor Corporation, Astor Holdings
II, Inc. and State Street Bank and Trust Company, as trustee
*4.2 Registration Rights Agreement, dated October 9, 1996, among Astor
Corporation, Astor Holdings II, Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Chase Securities Inc.
*4.3 Form of Global Note certificate (included in Exhibit 4.1)
*4.4 Form of Letter of Transmittal regarding the Offer for all Outstanding
Privately Placed 10 1/2% Senior Subordinated Notes Due 2006 in Exchange
for 10 1/2% Series B Senior Subordinated Notes Due 2006
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the Notes
*8.1 Opinion of Gibson, Dunn & Crutcher LLP as to federal income tax
consequences of the Offer
*10.1 Groundwater Processing Remediation Agreement, dated April 22, 1994,
between Petrowax PA, Inc. and Quaker State Corporation
*10.2 Asset Purchase and Sale Agreement, dated as of March 30, 1990, between
Petrowax PA, Inc. and Quaker State Corporation, as amended
*10.3 Slack Wax and Petrolatum Sales Agreement, dated April 22, 1994, between
Petrowax PA, Inc. and Quaker State Corporation
*10.4 Amendment, Agreement and Joint Release, dated April 22, 1994, between
Petrowax PA, Inc. and Quaker State Corporation
*10.5 Rheochem joint venture documents, dated as of June 8, 1994, between ABI
Corporation and Concorde Industries, Inc.
*10.6 Agreement, dated as of October 1, 1996, between Lube & Wax Ventures,
L.L.C. and Astor Corporation
*10.7 MSC Holdings, Inc. 1995 Stock Option Plan Stock Option Agreement
*10.8 Astor Corporation 1997 Management Bonus Program
*10.9 Astor Corporation 1997 Incentive Bonus Program
*10.10 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-481, dated February 1, 1996
*10.11 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-607, dated February 1, 1996
*10.12 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-607, dated February 14, 1996
*10.13 Employment Agreement -- Boyd D. Wainscott
*10.14 Employment Agreement -- C. Richard Spalton
*10.15 Employment Agreement -- Jose C. Houssa
*10.16 Employment Agreement -- John F. Gottshall
*10.17 Employment Agreement -- David E. Hawkins
*10.18 Credit Agreement, dated as of October 8, 1996, among Astor Corporation,
certain lenders and The Chase Manhattan Bank, as agent
*10.19 Amended and Restated Agreement, dated October 24, 1996, between Lube & Wax
Ventures, L.L.C. and Astor Corporation
*10.20 MSC Holdings, Inc. 1995 Option Incentive Plan
*10.21 Amendment No. 1 to MSC Holdings, Inc. 1995 Option Incentive Plan.
*12 Computation of ratio of earnings to fixed charges
*21 List of Subsidiaries of Astor Corporation
*23.1 Independent Auditors' Consent from Ernst & Young LLP relating to Astor
Holdings II, Inc.
*23.2 Independent Auditors' Consent from Ernst & Young LLP relating to Adco
Technologies, Inc.
23.3 Independent Auditors' Consent from KPMG relating to Associated British
Industries Limited
*23.4 Consent of Gibson, Dunn & Crutcher LLP (to be included in their opinion
filed as Exhibit 5.1)
*24 Power of Attorney
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*25 Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of State Street Bank and Trust Company, as trustee
</TABLE>
- ------------------------
* Previously Filed.
(b) Financial Statement Schedules.
The following financial statement schedules are filed with Part II of this
Registration Statement:
<TABLE>
<CAPTION>
SCHEDULE NUMBER DESCRIPTION OF SCHEDULE
- --------------------- ---------------------------------------
<C> <S>
II Valuation and Qualifying Accounts
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
applicable instructions or are inapplicable and therefore have been omitted.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable, in the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Raleigh, State of North Carolina, on January 17, 1997.
ASTOR CORPORATION
By: /S/ JOHN F. GOTTSHALL
-----------------------------------
John F. Gottshall
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------
<C> <S> <C>
* Chairman of the Board of Directors and Chief
--------------------------------- Executive Officer (Principal Executive January 17, 1997
Boyd D. Wainscott Officer)
*
--------------------------------- President and Director January 17, 1997
C. Richard Spalton
/S/ JOHN F. GOTTSHALL
--------------------------------- Chief Financial Officer (Principal Financial January 17, 1997
John F. Gottshall and Accounting Officer)
*
--------------------------------- Director January 17, 1997
Alan J. Andreini
*
--------------------------------- Director January 17, 1997
Richard R. Crowell
*
--------------------------------- Director January 17, 1997
Mark C. Hardy
*
--------------------------------- Director January 17, 1997
Kurt B. Larsen
*
--------------------------------- Director January 17, 1997
Justin Maccarone
*
--------------------------------- Director January 17, 1997
Gerald L. Parsky
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------
<C> <S> <C>
*
--------------------------------- Director January 17, 1997
Richard K. Roeder
*
--------------------------------- Director January 17, 1997
W. Montague Yort
*By: /S/ JOHN F. GOTTSHALL
---------------------------------
John F. Gottshall
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Co-registrant has duly caused this Amendment No. 4 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Raleigh, State of North Carolina, on January 17, 1997.
ASTOR HOLDINGS II, INC.
By: /S/ JOHN F. GOTTSHALL
-----------------------------------
John F. Gottshall
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------
<C> <S> <C>
* Chairman of the Board of Directors and Chief
--------------------------------- Executive Officer (Principal Executive January 17, 1997
Boyd D. Wainscott Officer)
*
--------------------------------- President and Director January 17, 1997
C. Richard Spalton
/S/ JOHN F. GOTTSHALL
--------------------------------- Chief Financial Officer (Principal Financial January 17, 1997
John F. Gottshall and Accounting Officer)
*
--------------------------------- Director January 17, 1997
Alan J. Andreini
*
--------------------------------- Director January 17, 1997
Richard R. Crowell
*
--------------------------------- Director January 17, 1997
Mark C. Hardy
*
--------------------------------- Director January 17, 1997
Kurt B. Larsen
*
--------------------------------- Director January 17, 1997
Justin Maccarone
*
--------------------------------- Director January 17, 1997
Gerald L. Parsky
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------
<C> <S> <C>
*
--------------------------------- Director January 17, 1997
Richard K. Roeder
*
--------------------------------- Director January 17, 1997
W. Montague Yort
*By: /S/ JOHN F. GOTTSHALL
---------------------------------
John F. Gottshall
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE**
- ------ -------------------------------------------------------------------------- -----------
<C> <S> <C>
*1.1 Purchase Agreement, dated October 2, 1996, among Astor Corporation, Astor
Holdings II, Inc., Donaldson, Lufkin & Jenrette Securities Corporation
and Chase Securities Inc................................................
*3.1 Certificate of Incorporation of Astor Corporation.........................
*3.2 Bylaws of Astor Corporation...............................................
*3.3 Certificate of Incorporation of Astor Holdings II, Inc....................
*3.4 Bylaws of Astor Holdings II, Inc..........................................
*4.1 Indenture, dated October 8, 1996, among Astor Corporation, Astor Holdings
II, Inc. and State Street Bank and Trust Company, as trustee............
*4.2 Registration Rights Agreement, dated October 9, 1996, among Astor
Corporation, Astor Holdings II, Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Chase Securities Inc.........................
*4.3 Form of Global Note certificate (included in Exhibit 4.1).................
*4.4 Form of Letter of Transmittal regarding the Offer for all Outstanding
Privately Placed 10 1/2% Senior Subordinated Notes Due 2006 in Exchange
for 10 1/2% Series B Senior Subordinated Notes Due 2006.................
*5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the Notes....
*8.1 Opinion of Gibson, Dunn & Crutcher LLP as to federal income tax
consequences of the Offer...............................................
*10.1 Groundwater Processing Remediation Agreement, dated April 22, 1994,
between Petrowax PA, Inc. and Quaker State Corporation..................
*10.2 Asset Purchase and Sale Agreement, dated as of March 30, 1990, between
Petrowax PA, Inc. and Quaker State Corporation, as amended..............
*10.3 Slack Wax and Petrolatum Sales Agreement, dated April 22, 1994, between
Petrowax PA, Inc. and Quaker State Corporation..........................
*10.4 Amendment, Agreement and Joint Release, dated April 22, 1994, between
Petrowax PA, Inc. and Quaker State Corporation..........................
*10.5 Rheochem joint venture documents, dated as of June 8, 1994, between ABI
Corporation and Concorde Industries, Inc................................
*10.6 Agreement, dated as of October 1, 1996, between Lube & Wax Ventures,
L.L.C. and Astor Corporation............................................
*10.7 MSC Holdings, Inc. 1995 Stock Option Plan Stock Option Agreement..........
*10.8 Astor Corporation 1997 Management Bonus Program...........................
*10.9 Astor Corporation 1997 Incentive Bonus Program............................
*10.10 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-481, dated February 1, 1996.............
*10.11 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-607, dated February 1, 1996.............
*10.12 Agreement among Astor Corporation and Oil, Chemical and Atomic Workers
International Union and Local 8-607, dated February 14, 1996............
*10.13 Employment Agreement -- Boyd D. Wainscott.................................
*10.14 Employment Agreement -- C. Richard Spalton................................
*10.15 Employment Agreement -- Jose C. Houssa....................................
*10.16 Employment Agreement -- John F. Gottshall.................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE**
- ------ -------------------------------------------------------------------------- -----------
<C> <S> <C>
*10.17 Employment Agreement -- David E. Hawkins..................................
*10.18 Credit Agreement, dated as of October 8, 1996, among Astor Corporation,
certain lenders and The Chase Manhattan Bank, as agent..................
*10.19 Amended and Restated Agreement, dated October 24, 1996, between Lube & Wax
Ventures, L.L.C. and Astor Corporation..................................
*10.20 MSC Holdings, Inc. 1995 Option Incentive Plan.............................
*10.21 Amendment No. 1 to MSC Holdings, Inc. 1995 Option Incentive Plan..........
*12 Computation of ratio of earnings to fixed charges.........................
*21 List of Subsidiaries of Astor Corporation.................................
*23.1 Independent Auditors' Consent from Ernst & Young LLP relating to Astor
Holdings II, Inc........................................................
*23.2 Independent Auditors' Consent from Ernst & Young LLP relating to Adco
Technologies, Inc.......................................................
23.3 Independent Auditors' Consent from KPMG relating to Associated British
Industries Limited......................................................
*23.4 Consent of Gibson, Dunn & Crutcher LLP (to be included in their opinion
filed as Exhibit 5.1)...................................................
*24 Power of Attorney.........................................................
*25 Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of State Street Bank and Trust Company, as
trustee.................................................................
</TABLE>
- ------------------------
* Previously Filed.
** This item appears only in manually sequenced documents.
<PAGE>
EXHIBIT 23.3
[KPMG LETTERHEAD]
The Directors
Astor Corporation
8521 Six Forks Road
Suite 105 Our ref 1d016/560
Raleigh
NC 27615 Contact Alan Buckle
0171 311 8468
17 January 1997
Dear Sirs
We consent to the use of our report included herein and to the reference to
our firm under the heading "Independent Auditors" in Amendment No. 4 to the
registration statement.
Yours faithfully
KPMG
- ------------------------------------
KPMG
London, England
January 17, 1997
[KPMG LETTERHEAD]
