<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ____________
ChemFirst Inc. Commission file number 333-157-89
----------
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
700 North Street
Post Office Box 1249
Jackson, Mississippi 39215-1249
CHEMFIRST INC.
700 North Street
Post Office Box 1249
Jackson, Mississippi 39215-1249
<PAGE> 2
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE> 3
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Index to Financial Statements and Schedule
Independent Auditors' Report
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Benefits for the years ended
December 31, 1999, 1998, and 1997
Notes to Financial Statements
Supplemental Schedule:
I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31,
1999
All other schedules are omitted because they are not required under Department
of Labor Regulations.
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Employee Benefits Committee
ChemFirst Inc.:
We have audited the financial statements of ChemFirst Inc. 401(k) Savings and
Employee Stock Ownership Plan (the Plan) as listed in the accompanying index.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan as of December 31, 1999 and
1998, and the changes in net assets available for benefits for the years ended
December 31, 1999, 1998, and 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is not a required part of the
basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audit of the December
31, 1999 basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the December 31, 1999 basic financial
statements taken as a whole.
June 21, 2000
<PAGE> 5
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Investments:
Mutual funds, at fair value (cost $34,636,243
and $35,298,195, respectively) $ 38,986,147 37,976,352
Participant loans, at cost which approximates
fair value 1,636,526 2,113,205
ChemFirst Inc. common stock, at fair value
(cost $7,354,499 and $7,968,854, respectively)
(note 1(a)) 8,882,843 9,207,944
Placer Dome Inc. common stock,
at fair value (cost $473,268 and $547,614,
respectively) 1,706,090 2,040,317
Mississippi Chemical Corporation common stock,
at fair value (cost $704,190 and $952,218,
respectively) (note 1(a)) 192,660 574,518
------------ ------------
Total investments 51,404,266 51,912,336
------------ ------------
Receivables:
Employers' contributions 163,114 374,399
Participants' contributions 9,921 273,037
------------ ------------
Total receivables 173,035 647,436
------------ ------------
Net assets available for benefits $ 51,577,301 52,559,772
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Contributions (note 6):
Participants $ 2,832,024 3,062,823 2,538,650
Employers 1,543,179 1,879,664 1,582,170
------------ ------------ ------------
Total contributions 4,375,203 4,942,487 4,120,820
------------ ------------ ------------
Net investment income:
Interest income 258,014 205,011 180,292
Dividend income:
ChemFirst Inc. common stock 185,197 187,617 185,331
Placer Dome Inc. common stock 8,573 -- --
Mississippi Chemical Corporation
common stock 11,793 19,408 32,507
Mutual funds 3,181,387 2,568,072 3,667,340
------------ ------------ ------------
Total dividend income 3,386,950 2,775,097 3,885,178
------------ ------------ ------------
Realized gains (losses) on investments,
net (note 5):
Mutual funds 1,202,623 414,069 609,712
ChemFirst Inc. common stock 449,756 440,434 916,031
Placer Dome Inc.
common stock 147,297 220,096 544,213
Mississippi Chemical Corporation
common stock (66,901) (47,487) (73,169)
------------ ------------ ------------
Net realized gains 1,732,775 1,027,112 1,996,787
------------ ------------ ------------
Unrealized appreciation (depreciation)
of investments, net (note 8) 1,567,291 (4,168,548) (297,879)
Advisory fees (71,502) (79,692) (133,698)
------------ ------------ ------------
Net investment income (loss) 6,873,528 (241,020) 5,630,680
------------ ------------ ------------
Rollovers (note 7) 88,799 770,718 522,231
Transfers of ESOP participant account
balances (note 1(b)) -- -- 3,432,074
Withdrawals and terminations, net
of forfeitures (6,045,915) (4,436,651) (2,903,167)
Transfer of Callidus Technology, Inc.
participant account balances (note 1(a)) (6,274,086) -- --
Transfer of fertilizer business participant
account balances (note 1(a)) -- -- (2,826,097)
------------ ------------ ------------
Net increase (decrease) in
assets available for benefits (982,471) 1,035,534 7,976,541
Net assets available for benefits:
Beginning of period 52,559,772 51,524,238 43,547,697
------------ ------------ ------------
End of period $ 51,577,301 52,559,772 51,524,238
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(1) DESCRIPTION OF PLAN
The following description of ChemFirst Inc. 401(k) Savings and Employee
Stock Ownership Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for more complete
information.
(a) CHANGE IN ORGANIZATION OF PLAN'S SPONSOR
In December 1996, First Mississippi Corporation contributed all of
its assets and subsidiaries, other than those relating to its
fertilizer business, to ChemFirst Inc. (the Company or ChemFirst),
which at the time was a wholly-owned subsidiary of First
Mississippi Corporation. First Mississippi Corporation then spun
off ChemFirst Inc. in a tax-free distribution of ChemFirst's
common stock to First Mississippi Corporation's shareholders. This
distribution occurred immediately before and in connection with
the merger of First Mississippi Corporation with a wholly-owned
subsidiary of Mississippi Chemical Corporation (MCC) on December
24, 1996. The merger consideration consisted of 0.3340026 shares
of MCC stock in exchange for each share of First Mississippi
Corporation stock. Cash was paid in settlement of fractional
shares. In addition, First Mississippi Corporation debt was
refinanced and increased to approximately $150,000,000 and then
assumed by MCC. After the refinancing and payment of certain
expenses, cash of approximately $50,000,000 was transferred to
ChemFirst. These transactions were accounted for as a disposal of
the fertilizer business of First Mississippi Corporation and a
name change to ChemFirst Inc. The name of the Plan was also
changed and the Plan's fiscal year was changed from June 30 to
December 31. Effective December 31, 1999, the Company sold its
wholly owned subsidiaries, Callidus Technology, Inc. and Plasma
Energy Corporation. In connection with the spin-offs, certain
participant accounts were transferred from the Plan.
(b) GENERAL
The ChemFirst Inc. 401(k) Savings Plan became effective July 1,
1974. The ChemFirst Inc. Employee Stock Ownership Plan became
effective January 1, 1978. The two plans were merged and restated
as the ChemFirst Inc. 401(k) Savings and Employee Stock Ownership
Plan effective January 1, 1997. The 401(k) Savings Plan is the
surviving plan.
The Plan is a defined contribution plan subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended
(ERISA). The Plan currently covers substantially all employees of
the Company and its subsidiaries.
(c) PARTICIPATION
Effective January 1, 1998, an employee becomes a participant in
the Plan on the first day of employment. Prior to January 1, 1998,
an employee was eligible to participate in the Plan on
(Continued)
4
<PAGE> 8
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
the first day of the month which coincided with or next followed
the completion of six months of employment. Also effective January
1, 1998, the Plan is available to all regular employees, defined
as employees (whether full-time or part-time) hired to fill a
specific position on a permanent basis and for whom the employer
annually budgets compensation and benefits. Prior to January 1,
1998, the Plan was available to all employee classifications
except leased employees, temporary employees, and members of a
legally recognized collective bargaining unit not expressly
granted permission to participate. Temporary employees included
co-op students and persons hired for a specific period of time, a
specific project, or group of assignments.
(d) CONTRIBUTIONS
The 401(k) provisions of the Plan allow deferral of tax by the
participants on their contributions and earnings thereon. Plan
participants may elect to contribute from 1% to 15% of monthly
base pay to the Plan, subject to regulatory limitations. The
Company matches these 401(k) contributions up to 4% of monthly
base pay. At December 31, 1999, 1998, and 1997, 626, 849, and 809
participants, respectively, were participating in the Plan.
Additionally, the Company may elect to make a contribution to the
Plan under the employee stock ownership provisions of the Plan.
The contribution, if any, will be an amount determined and
authorized by the Board of Directors of the Company and will be
allocated by the ratio of each eligible participant's compensation
to the total compensation of all eligible participants.
(e) INVESTMENT OPTIONS
Participants may elect to have their 401(k) contributions and
allocated earnings thereon invested in any combination of the
following investment programs:
(i) Capital Preservation Fund - Seeks to provide maximum
current income that is consistent with the preservation
of capital.
(ii) Short-term Stability Fund - Seeks to preserve capital
and modestly out perform inflation over time.
(iii) Mid-term Balanced Fund - Seeks income and long-term
growth of principal and income through investment in U.
S. and international stocks and bonds.
(iv) Vanguard Index 500 Fund - Seeks long-term growth of
capital and income from dividends.
(v) Long-term Growth Fund - Seeks growth potential over the
long-term by investing in stocks of larger U. S.
corporations and international companies.
(vi) Aggressive Growth Fund - Primarily invests in small to
medium size companies, including emerging markets.
(vii) T. Rowe Price International Stock Fund - Seeks
long-term capital growth by investing primarily in
established foreign companies that have strong
performance records, as well as attractive long-term
prospects.
(Continued)
5
<PAGE> 9
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(viii) ChemFirst Inc. common stock (includes Mississippi
Chemical Corporation common stock subsequent to
December 23, 1996 - see note 1(a)).
(ix) Placer Dome Inc. (formerly Getchell Gold Corporation)
common stock (as of October 20, 1995, participants
could no longer elect to allocate new contributions to
this investment program).
Any contributions for which a participant does not make an
investment election are deposited in the Short-term Stability
Fund.
Employee Stock Ownership Plan (ESOP) contributions are invested in
ChemFirst Inc. common stock.
In addition to the investment options listed above, the Employee
Benefits Committee may authorize establishing additional
investment options consisting of such other securities or
professionally managed funds as may be determined by unanimous
action of the Committee. Notice of any such action must be
communicated in writing to each participant. The following is a
summary of the number of participants whose 401(k) contributions
are invested in each investment option:
<TABLE>
<CAPTION>
CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM AGGRESSIVE
PRESERVATION STABILITY BALANCED INDEX 500 GROWTH GROWTH
FUND FUND FUND FUND FUND FUND
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Number of participants:
December 31, 1999 55 289 373 183 543 184
December 31, 1998 57 459 547 -- 746 234
December 31, 1997 34 458 487 -- 654 164
<CAPTION>
PLACER
T. ROWE PRICE CHEMFIRST INC. DOME INC.
INTERNATIONAL COMMON COMMON
STOCK FUND STOCK STOCK
--------------- ---------------- -------------
<S> <C> <C> <C>
Number of participants:
December 31, 1999 43 432 178
December 31, 1998 -- 439 184
December 31, 1997 -- 394 207
</TABLE>
<TABLE>
<CAPTION>
EMPLOYERS' CONTRIBUTIONS
----------------------------------------------------------------------------------------------
CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM AGGRESSIVE
PRESERVATION STABILITY BALANCED INDEX 500 GROWTH GROWTH
FUND FUND FUND FUND FUND FUND
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Number of participants:
December 31, 1999 55 302 374 184 542 183
December 31, 1998 57 489 550 -- 744 235
December 31, 1997 35 485 487 -- 656 164
<CAPTION>
EMPLOYERS' CONTRIBUTIONS
---------------------------------------------------
PLACER
T. ROWE PRICE CHEMFIRST INC. DOME INC.
INTERNATIONAL COMMON COMMON
STOCK FUND STOCK STOCK
--------------- ---------------- -------------
<S> <C> <C> <C>
Number of participants:
December 31, 1999 43 453 185
December 31, 1998 -- 445 201
December 31, 1997 -- 404 230
</TABLE>
(f) LOANS
The Plan provides for participant loans. A participant can borrow
up to 50% of the participant's vested 401(k) account balance, not
to exceed $50,000 less the participant's highest outstanding loan
balance during the previous twelve months. The minimum loan amount
is $1,000 per loan, and three loans per participant may be
outstanding at any time. The interest rate charged on loan
balances is equal to the prime rate plus 1%, and the interest
charged is credited to the borrowing participant's account.
Maturities cannot exceed five years, except for loans made to
purchase a primary residence, in which case the maturity cannot
exceed 10 years. The participant must pay a $50 set-up fee and a
$2.50 monthly administrative fee for each loan.
(Continued)
6
<PAGE> 10
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(g) PARTICIPANT ACCOUNTS
Individual accounts are maintained for each participant to reflect
the participants' contributions, related matching contribution,
and allocated earnings or losses thereon. The fund investment
options selected by participants allocate income or loss based on
participant shares held in a particular fund investment option.
The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account balance.
(h) VESTING
Participants' 401(k) contributions and allocated earnings or
losses thereon are fully vested at all times and are not subject
to forfeiture for any reason. Employers' 401(k) contributions and
allocated earnings or losses thereon fully vest after a
participant completes three years of service or upon a
participant's retirement, disability or death, whichever occurs
first.
(i) FORFEITURES
A participant's forfeiture of their employers' 401(k)
contributions may be used to pay plan expenses and/or to reduce
employers' 401(k) contributions in the year in which the
forfeitures are determined to occur.
A participant's forfeiture of their ESOP account balances is used
to reduce the Company's ESOP contributions in the year in which
the forfeitures are determined to occur.
(j) BENEFITS
Benefits are generally payable on termination, retirement, death,
or disability. Benefits may be paid by either (a) lump-sum
payment, (b) deferred payment, or (c) installment payments, as
requested by the participant. The benefit payment options
available to participants depend on the reason for the separation
from service.
(k) ADMINISTRATIVE EXPENSES
Administrative expenses, with the exception of advisory fees, are
generally paid by the Company, but may be paid by the Plan.
Advisory fees are for the management of the mutual funds in which
plan assets are invested and are paid by the Plan.
(Continued)
7
<PAGE> 11
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
(b) DIVIDENDS
Dividend income is recorded as of the dividend record date.
(c) INVESTMENTS
Investments in cash and participant loans are stated at cost,
which approximates fair value. Investments in ChemFirst Inc.,
Placer Dome Inc. and Mississippi Chemical Corporation common
stocks and mutual funds are stated at quoted market value.
Investment transactions are accounted for on the trade date basis.
The Plan does not require any collateral or other security from
the trustee to support the investments.
(d) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
net assets and changes therein, and disclosure of contingent
assets and liabilities. Actual results could differ from those
estimates.
(e) INCOME TAXES
In a determination letter dated April 19, 2000, the Internal
Revenue Service held that the Plan is exempt from income taxes in
accordance with applicable provisions of the Internal Revenue
Code. It also held that participant income taxes on contributions
and earnings are deferred until such amounts are received by the
participant or a beneficiary.
The Plan has been amended since the effective date of the April
19, 2000 determination letter. The amended Plan documents are
being submitted to the Internal Revenue Service for a letter of
determination that the Plan continues to qualify as exempt from
Federal taxes. In the opinion of the Plan Administrator, the Plan
has operated within the terms of the Plan and is qualified and
exempt under the applicable requirements of the Internal Revenue
Code.
(Continued)
8
<PAGE> 12
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(f) SALES OF INVESTMENTS
The cost of stock and mutual fund shares sold is determined based
on the average cost of the shares. The cost of other investments
is determined based on the individual cost of each issue.
(g) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) VOTING RIGHTS
All common stock allocated to participants' accounts carries with it full
voting privileges and any other rights that the stock might have. The
Trustee votes such stock in accordance with the written instructions of
the participants. Unallocated stock is voted by the Trustee as instructed
by the Employee Benefits Committee.
(4) ACQUISITION LOANS
The Trustee may incur acquisition loans from time to time to finance the
acquisition of ChemFirst Inc. common stock (ESOP financed shares) or to
repay a prior acquisition loan. Acquisition loans are to be for a
specific term, bear a reasonable rate of interest and are not payable on
demand except in the event of default. An acquisition loan may be secured
only by a pledge of the shares acquired.
Financed shares are allocated to the participants only as payments are
made on the acquisition loan.
As of December 31, 1999 and 1998, no acquisition loans had been incurred
by the Plan.
(Continued)
9
<PAGE> 13
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(5) INVESTMENT SALES
A summary follows of net realized gains on sales of investments for the
years ended December 31, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
PROCEEDS CARRYING NET REALIZED
FROM SALES VALUE GAINS
------------ ------------ ------------
<S> <C> <C> <C>
December 31, 1999
Common stock $ 2,416,388 1,886,236 530,152
Mutual funds 17,664,528 16,461,905 1,202,623
------------ ------------ ------------
$ 20,080,916 18,348,141 1,732,775
============ ============ ============
December 31, 1998
Common stock $ 2,016,554 1,403,511 613,043
Mutual funds 9,812,895 9,398,826 414,069
------------ ------------ ------------
$ 11,829,449 10,802,337 1,027,112
============ ============ ============
December 31, 1997
Common stock $ 3,621,693 2,234,618 1,387,075
Mutual funds 12,774,245 12,164,533 609,712
------------ ------------ ------------
$ 16,395,938 14,399,151 1,996,787
============ ============ ============
</TABLE>
(Continued)
10
<PAGE> 14
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(6) PARTICIPANTS' AND EMPLOYERS' 401(k) AND ESOP CONTRIBUTIONS
A summary follows of contributions by company for the years ended
December 31, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
PARTICIPANTS' EMPLOYERS'
CONTRIBUTIONS CONTRIBUTION
-------------- --------------
<S> <C> <C>
December 31, 1999
ChemFirst Inc. $ 413,399 219,899
First Chemical Corporation 922,085 452,340
Quality Chemicals, Inc. 392,711 234,485
FirstMiss Steel Inc. 143,605 95,006
EKC Technology, Inc. 358,466 184,177
Callidus Technologies, Inc. 601,758 357,272
-------------- --------------
$ 2,832,024 1,543,179
============== ==============
December 31, 1998
ChemFirst Inc. $ 406,543 246,998
First Chemical Corporation 951,337 530,221
Plasma Energy Corporation 24,789 12,902
Quality Chemicals, Inc. 408,413 289,504
FirstMiss Steel Inc. 171,030 112,591
EKC Technology, Inc. 347,205 195,407
Callidus Technologies, Inc. 753,506 492,041
-------------- --------------
$ 3,062,823 1,879,664
============== ==============
December 31, 1997
ChemFirst Inc. $ 332,091 212,204
First Chemical Corporation 790,443 455,124
Plasma Energy Corporation 68,653 37,961
Quality Chemicals, Inc. 373,405 253,225
FirstMiss Steel Inc. 143,018 100,204
EKC Technology, Inc. 215,716 117,703
Plasma Procesing Corporation 9,881 6,681
Callidus Technologies, Inc. 605,443 399,068
-------------- --------------
$ 2,538,650 1,582,170
============== ==============
</TABLE>
(Continued)
11
<PAGE> 15
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(7) ROLLOVERS AND TRANSFERS
During the years ended December 31, 1999, 1998, and 1997 assets and
participant accounts were rolled over or transferred from other qualified
employee benefit plans to the Plan as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
ChemFirst Inc. $ -- 2,065 2,224
First Chemical Corporation 27,982 30,113 153,165
Plasma Energy Corporation -- -- 39,948
Quality Chemicals, Inc. 7,045 27,486 --
FirstMiss Steel Inc. 4,613 3,568 59,897
EKC Technology, Inc. 14,043 394,903 9,669
Callidus Technologies, Inc. 35,116 312,583 257,328
------------ ------------ ------------
$ 88,799 770,718 522,231
============ ============ ============
</TABLE>
(8) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
During the years ended December 31, 1999, 1998, and 1997 unrealized
appreciation (depreciation) of the Plan's investments was as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Mutual funds $ 1,671,748 738,636 551,628
ChemFirst Inc. common stock 289,254 (4,688,552) 1,362,994
Placer Dome Inc. common stock (259,881) (126,176) (1,869,383)
Mississippi Chemical Corporation
common stock (133,830) (92,456) (343,118)
------------ ------------ ------------
$ 1,567,291 (4,168,548) (297,879)
============ ============ ============
</TABLE>
(Continued)
12
<PAGE> 16
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(9) PLAN INVESTMENTS
The following investments exceeded 5% of net assets available for
benefits at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
--------------------------------------------------
SHARES
OR FACE CURRENT
AMOUNT COST VALUE
--------------- --------------- ---------------
<S> <C> <C> <C>
Mutual funds:
Frank Russell Fixed Income III 388,666 $3,147,872 3,247,809
Frank Russell Equity I 87,968 2,726,839 3,295,290
Vanguard Index 500 Fund 31,053 3,741,289 4,202,371
Frank Russell Equity Q 275,981 9,990,894 11,467,021
Charles Schwab Retirement Money 3,165,384 3,165,384 3,165,384
ChemFirst Inc. common stock* 406,069 7,354,499 8,882,843
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------------------------
SHARES
OR FACE CURRENT
AMOUNT COST VALUE
--------------- --------------- ---------------
<S> <C> <C> <C>
Mutual funds:
Frank Russell Fixed Income III 443,452 $4,334,304 4,532,082
Frank Russell Equity I 126,513 3,754,867 4,449,467
Frank Russell Equity II 96,080 2,848,589 2,972,709
Frank Russell Equity Q 329,825 11,172,110 13,265,566
ChemFirst Inc. common stock* 466,225 7,968,854 9,207,944
</TABLE>
*Nonparticipant-directed
(10) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. However, no such
action may deprive any participant or beneficiary under the Plan of any
vested right.
(Continued)
13
<PAGE> 17
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(11) INVESTMENT OPTION ALLOCATION
The allocation of net assets available for benefits to investment option
as of December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM
PRESERVATION STABILITY BALANCED INDEX 500 GROWTH
FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
December 31, 1999
Mutual funds $ 3,165,384 4,466,150 7,823,507 4,202,371 17,245,721
Participant loans 75,245 693,775 865,090 (41,325) 305,195
ChemFirst Inc. common stock -- -- -- -- --
Placer Dome Inc. common stock -- -- -- -- --
Mississippi Chemical Corporation
common stock -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments 3,240,629 5,159,925 8,688,597 4,161,046 17,550,916
Contributions receivable 1,567 3,023 2,984 35 5,920
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 3,242,196 5,162,948 8,691,581 4,161,081 17,556,836
============ ============ ============ ============ ============
December 31, 1998
Mutual funds $ 1,094,822 5,661,904 10,494,318 -- 19,363,718
Participant loans 91,793 816,991 803,780 -- 494,560
ChemFirst Inc. common stock -- -- -- -- --
Placer Dome Inc. common stock -- -- -- -- --
Mississippi Chemical Corporation
common stock -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments 1,186,615 6,478,895 11,298,098 -- 19,858,278
Contributions receivable 14,775 43,009 101,702 -- 194,283
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 1,201,390 6,521,904 11,399,800 -- 20,052,561
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
AGGRESSIVE T. ROWE CHEMFIRST INC. PLACER DOME
GROWTH PRICE INTL. COMMON INC.
FUND STOCK FUND STOCK COMMON STOCK COMBINED
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
December 31, 1999
Mutual funds 1,867,152 215,862 -- -- 38,986,147
Participant loans (40,728) (5,729) (212,410) (2,587) 1,636,526
ChemFirst Inc. common stock -- -- 8,882,843 -- 8,882,843
Placer Dome Inc. common stock -- -- -- 1,706,090 1,706,090
Mississippi Chemical Corporation
common stock -- -- 192,660 -- 192,660
------------ ------------ ------------ ------------ ------------
Total investments 1,826,424 210,133 8,863,093 1,703,503 51,404,266
Contributions receivable 270 29 159,207 -- 173,035
------------ ------------ ------------ ------------ ------------
Net assets available for benefits 1,826,694 210,162 9,022,300 1,703,503 51,577,301
============ ============ ============ ============ ============
December 31, 1998
Mutual funds 1,361,590 -- -- -- 37,976,352
Participant loans 8,065 -- (99,418) (2,566) 2,113,205
ChemFirst Inc. common stock -- -- 9,207,944 -- 9,207,944
Placer Dome Inc. common stock -- -- -- 2,040,317 2,040,317
Mississippi Chemical Corporation
common stock -- -- 574,518 -- 574,518
------------ ------------ ------------ ------------ ------------
Total investments 1,369,655 -- 9,683,044 2,037,751 51,912,336
Contributions receivable 38,118 -- 255,549 -- 647,436
------------ ------------ ------------ ------------ ------------
Net assets available for benefits 1,407,773 -- 9,938,593 2,037,751 52,559,772
============ ============ ============ ============ ============
</TABLE>
(Continued)
14
<PAGE> 18
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(11) CONTINUED
The allocation of changes in net assets available for benefits by
investment option for the years ended December 31, 1999, 1998 and 1997
follows:
<TABLE>
<CAPTION>
CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM
PRESERVATION STABILITY BALANCED INDEX 500 GROWTH
FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1996 $ 1,272,866 6,375,793 8,170,290 -- 14,018,558
Participants' contributions 27,535 296,112 598,227 -- 1,194,152
Employers' contributions 15,707 167,968 351,338 -- 635,144
Net investment income (loss) 43,803 309,188 1,151,391 -- 3,291,070
Rollovers 57,265 36,916 108,041 -- 265,937
Transfers of ESOP participant
account balances -- -- -- -- --
Withdrawals and terminations, net (1,183,496) (397,064) (371,589) -- (803,209)
Transfers due to participants' selection
of investment option 853,500 (465,569) (235,715) -- 456,777
Transfer of fertilizer business participant
account balances (6,559) (609,596) (636,283) -- (1,457,836)
------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
December 31, 1997 1,080,621 5,713,748 9,135,700 -- 17,600,593
Participants' contributions 53,841 298,347 693,491 -- 1,437,942
Employers' contributions 28,758 174,497 388,166 -- 760,335
Net investment income (loss) 39,933 335,018 1,387,388 -- 2,097,709
Rollovers 86,877 2,583 130,463 -- 320,812
Withdrawals and terminations, net (1,333,916) (561,337) (671,548) -- (921,472)
Transfers due to participants' selection
of investment option 1,245,276 559,048 336,140 -- (1,243,358)
------------ ------------ ------------ ------------ ------------
Net assets available for benefits
at December 31, 1998 1,201,390 6,521,904 11,399,800 -- 20,052,561
Participants' contributions 50,358 235,458 596,485 376,140 1,131,445
Employers' contributions (139,364) 143,952 342,345 177,848 628,418
Net investment income (loss) 81,618 144,879 922,308 574,033 3,725,730
Rollovers 736 948 13,095 19,043 43,968
Withdrawals and terminations, net (1,147,487) (1,290,113) (1,033,630) (157,589) (1,388,626)
Transfer of Callidus Technology, Inc.
participant account balances (427,896) (812,076) (1,582,193) (235,048) (2,091,701)
Transfers due to participants' selection
of investment option 3,622,841 217,996 (1,966,629) 3,406,654 (4,544,959)
------------ ------------ ------------ ------------ ------------
Net assets available for benefits
at December 31, 1999 $ 3,242,196 5,162,948 8,691,581 4,161,081 17,556,836
============ ============ ============ ============ ============
<CAPTION>
AGGRESSIVE T. ROWE CHEMFIRST INC. PLACER DOME
GROWTH PRICE INTL. COMMON INC.
FUND STOCK FUND STOCK COMMON STOCK COMBINED
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1996 439,830 -- 8,971,094 4,299,266 43,547,697
Participants' contributions 176,995 -- 245,629 -- 2,538,650
Employers' contributions 89,384 -- 322,629 -- 1,582,170
Net investment income (loss) 81,471 -- 2,080,923 (1,327,166) 5,630,680
Rollovers 32,422 -- 21,650 -- 522,231
Transfers of ESOP participant
account balances -- -- 3,432,074 -- 3,432,074
Withdrawals and terminations, net (12,473) -- (117,301) (18,035) (2,903,167)
Transfers due to participants' selection
of investment option 565,426 -- (517,162) (657,257) --
Transfer of fertilizer business participant
account balances -- -- (115,654) (169) (2,826,097)
------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
December 31, 1997 1,373,055 -- 14,323,882 2,296,639 51,524,238
Participants' contributions 296,482 -- 282,720 -- 3,062,823
Employers' contributions 152,763 -- 375,145 -- 1,879,664
Net investment income (loss) (19,335) -- (4,174,765) 93,032 (241,020)
Rollovers 195,127 -- 34,856 -- 770,718
Withdrawals and terminations, net (158,278) -- (731,693) (58,407) (4,436,651)
Transfers due to participants' selection
of investment option (432,041) -- (171,552) (293,513) --
------------ ------------ ------------ ------------ ------------
Net assets available for benefits
at December 31, 1998 1,407,773 -- 9,938,593 2,037,751 52,559,772
Participants' contributions 234,480 20,138 187,520 -- 2,832,024
Employers' contributions 118,692 9,631 261,657 -- 1,543,179
Net investment income (loss) 734,627 51,078 743,865 (104,610) 6,873,528
Rollovers 7,112 1,868 2,029 -- 88,799
Withdrawals and terminations, net (183,802) (8,665) (780,721) (55,282) (6,045,915)
Transfer of Callidus Technology, Inc.
participant account balances (246,832) (29,772) (822,241) (26,327) (6,274,086)
Transfers due to participants' selection
of investment option (245,356) 165,884 (508,402) (148,029) --
------------ ------------ ------------ ------------ ------------
Net assets available for benefits
at December 31, 1999 1,826,694 210,162 9,022,300 1,703,503 51,577,301
============ ============ ============ ============ ============
</TABLE>
(Continued)
15
<PAGE> 19
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(12) SUBSEQUENT EVENT
In February 2000, the Company sold its wholly owned subsidiary FirstMiss
Steel, Inc. The former employees of FirstMiss Steel, Inc. have the option
to transfer their account balances into other qualified plans. A
determination has not yet been made on the ultimate effect this sale will
have on Plan assets.
16
<PAGE> 20
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Plan Sponsor: ChemFirst Inc.
Plan Sponsor EIN: 64-0679456
Plan Number: 002
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
SHARES OR CURRENT
FACE VALUE COST VALUE
------------------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Mutual funds:
Baron Asset 0.7% 6,507 $ 324,849 382,421
Frank Russell Emerging Markets 4.7% 192,025 2,067,875 2,404,152
Frank Russell Equity I 6.4% 87,968 2,726,839 3,295,290
Frank Russell Equity II 5.0% 72,159 2,161,438 2,576,803
Frank Russell Equity Q 22.2% 275,981 9,990,894 11,467,021
Frank Russell Fixed Income I 2.4% 61,298 1,289,056 1,242,504
Frank Russell Fixed Income III 6.3% 338,666 3,147,872 3,247,809
Frank Russell International 2.5% 27,435 1,031,024 1,280,408
Frank Russell Real Estate Securities 1.5% 34,897 879,187 797,744
Managers Special Equity 0.8% 4,622 289,353 422,505
Morley Stable Value 3.9% 142,210 1,795,475 2,016,450
PBHG Growth 1.7% 18,600 488,304 881,281
Frank Russell Short Term Bond Fund 2.3% 66,955 1,228,418 1,207,196
Charles Schwab Retirement Money 6.1% 3,165,384 3,165,384 3,165,384
T. Rowe Price International Stock Fund 0.4% 11,343 183,607 215,862
Vanguard Index 500 Fund 8.1% 31,053 3,741,289 4,202,371
Warburg Pincus Emerging Markets 0.4% 14,395 125,379 180,946
----------- ----------
34,636,243 38,986,147
Participant loans, interest rates of 8.75% to
10.0%, maturities from 1 month to 10 years 3.2% 1,636,526 -- 1,636,526
*ChemFirst Inc. common stock 17.2% 406,069 7,354,499 8,882,843
Getchell Gold Corporation common stock 3.3% 158,706 473,268 1,706,090
Mississippi Chemical Corporation common stock 0.4% 31,137 704,190 192,660
----------- ----------
$43,168,200 51,404,266
=========== ==========
</TABLE>
* ChemFirst Inc. is a party-in-interest.
See accompanying independent auditors' report.
Note - Percentages are determined by dividing the fair value of investments by
net assets available for benefits.
17
<PAGE> 21
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Date: June 27, 2000 /s/ J. Steve Chustz
-------------------------
J. Steve Chustz
Member, Employee Benefits Committee
Date: June 27, 2000 /s/ William Kemp
-------------------------
William Kemp
Member, Employee Benefits Committee
Date: June 27, 2000 /s/ George Simmons
-------------------------
George Simmons
Member, Employee Benefits Committee
Date: June 27, 2000 /s/ R. Michael Summerford
-------------------------
R. Michael Summerford
Member, Employee Benefits Committee
<PAGE> 22
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23.1 Independent Auditors' Consent
</TABLE>
