SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1993
[ ] TRANSITION REPORT, PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
Commission File Number 1-4654
Full title of Plan: WITCO CORPORATION THRIFT SAVINGS PLAN
Name of issuer of the securities held pursuant to the plan and the address of
its principal office:
WITCO CORPORATION
ONE AMERICAN LANE
GREENWICH, CONNECTICUT 06831-2559
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the administrators of the Witco Corporation Thrift Savings Plan have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
WITCO CORPORATION THRIFT SAVINGS PLAN
Date: June 24, 1994 /s/ Michael D. Fullwood
-----------------------
Michael D. Fullwood
Executive Vice President and
Chief Financial Officer of
Witco Corporation and
Administrator of the
Witco Corporation Thrift
Savings Plan
<PAGE>
INDEX
Financial Statements and Exhibits
- - - - - ---------------------------------
Page
----
Report of Independent Auditors...................................... F-1
Financial Statements
Statements of Net Assets Available for Plan Benefits
(Modified Cash Basis) as of December 31, 1993 an 1992.............. F-2
Statements of Changes in Net Assets Available for Plan
Benefits (Modified Cash Basis) for the Year Ended
December 31, 1993 and 1992 ....................................... F-3
Notes to Financial Statements ...................................... F-5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes .................... F-10
Schedule of Reportable Transactions................................. F-11
<PAGE>
Report of Independent Auditors
Management Committee of Witco Corporation
Witco Corporation
We have audited the accompanying statements of net assets available for plan
benefits (modified cash basis) of the Witco Corporation Thrift Savings Plan as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits (modified cash basis) for the years then
ended. 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.
As described in Note A, these financial statements and supplemental schedules
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Witco
Corporation Thrift Savings Plan as of December 31, 1993 and 1992, and the
changes in net assets available for benefits for the years then ended, on the
basis of accounting described in Note A.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules (modified cash basis) of
assets held for investment purposes as of December 31, 1993 and reportable
transactions for the year then ended are presented for purposes of additional
analysis and are not a required part of the basic financial statements, but are
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 schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ERNST & YOUNG
June 7, 1994
Stamford, Connecticut
F-1
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS (MODIFIED CASH BASIS)
<TABLE>
<CAPTION>
December 31
---------------------------
1993 1992
---------- ----------
<S> <C> <C>
Assets:
Group annuity contracts--Notes A and D:
NY Life Ins. Co. GA# 06022 $ 18,921,884 $19,314,741
Metropolitan Life GA# 11344 - 17,958,660
Witco Stock Fund
(Units - 303,714 and 122,904 at a cost
of $6,334,534 and $4,616,907, respectively) 9,680,884 6,160,563
Mutual Funds:
Guaranteed Investment Fund Trust
(Units - 15,536,930 at a cost of $15,536,930) 15,536,930 -
Dreyfus Liquid Assets, Inc.
(Units - 11,756,262 and 35,274,608 at a cost
of $11,756,262 and $35,274,608, respectively) 11,756,262 35,274,608
Dreyfus Fund, Inc.
(Units - 688,936 and 202,685 at a cost of
$9,074,353 and $2,627,563, respectively) 9,025,056 2,689,630
Dreyfus Growth Opportunity Fund, Inc.
(Units - 563,852 and 153,045 at a cost of
$6,940,640 and $1,905,225, respectively) 6,055,774 2,011,018
Dreyfus Short-Intermediate Government Fund, Inc.
(Units - 531,908 and 141,810 at a cost of
$6,142,248 and $1,646,127, respectively) 6,047,793 1,615,217
Dreyfus Global Investing, Inc.
(Units - 211,650 and 39,847 at a cost of
$3,017,887 and $540,536, respectively) 3,394,870 537,930
Overnight Contract 17,580,530 -
----------- -----------
Net assets available for plan benefits $97,999,983 $85,562,367
=========== ===========
</TABLE>
See notes to financial statements.
F-2
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS (MODIFIED CASH BASIS)
Year Ended December 31, 1993
<TABLE>
<CAPTION>
Group Annuity Short-
Contracts Witco Money Intermediate Growth Global Guaranteed
(Including Stock Market Government Dreyfus Opportunity Investment Investment
Overnight Fund Fund Fund Fund Fund Fund Fund Trust
Contract) (Fund A) (Fund B) (Fund C) (Fund D) (Fund E) (Fund F) (Fund G) Total
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to
net assets
attributed to:
Investment income
Gains (losses)
on investments
Unrealized .... $ -- $ 1,862,011 $ 147 $ (63,260)$ (110,007)$ (992,503)$ 378,240 $ -- $ 1,074,628
Realized ...... -- 59,979 -- 30,621 424,109 1,161,537 128,853 -- 1,805,099
Interest ........ 3,036,540 -- -- -- -- -- -- -- 3,036,540
Dividends ....... -- 250,428 280,126 348,786 195,258 -- 14,392 744,868 1,833,858
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
3,036,540 2,172,418 280,273 316,147 509,360 169,034 521,485 744,868 7,750,125
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Contributions
Participants .... -- 1,369,222 1,805,412 1,053,601 1,884,516 1,344,853 619,752 1,026,739 9,104,095
Employer, net of
forfeitures of
of $126,879 .... -- 553,091 865,502 455,891 795,562 573,935 262,260 476,351 3,982,592
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
-- 1,922,313 2,670,914 1,509,492 2,680,078 1,918,788 882,012 1,503,090 13,086,687
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Total additions . 3,036,540 4,094,731 2,951,187 1,825,639 3,189,438 2,087,822 1,403,497 2,247,958 20,836,812
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Deductions from
net assets
attributed to:
Withdrawals ..... (3,682,662) (502,846) (1,925,440) (309,464) (452,814) (203,517) (101,508) (1,091,432) (8,269,683)
Administrative
expenses ....... (98,174) (10,931) (38,597) (6,681) (9,539) (6,382) (2,611) (16,182) (189,097)
Other ........... -- 113,628 (162,939) 21,728 26,524 24,011 10,428 26,204 59,584
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Total deductions (3,780,836) (400,149) (2,126,976) (294,417) (435,829) (185,888) (93,691) (1,081,410) (8,399,196)
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Net increase
(decrease) prior
to interfund
transfers ........ (744,296) 3,694,582 824,211 1,531,222 2,753,609 1,901,934 1,309,806 1,166,548 12,437,616
Interfund transfers (26,691) (174,261) (24,342,557) 2,901,354 3,581,817 2,142,822 1,547,134 14,370,382 --
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Net increase
(decrease) ....... (770,987) 3,520,321 (23,518,346) 4,432,576 6,335,426 4,044,756 2,856,940 15,536,930 12,437,616
Net assets
available for
plan benefits at
beginning of year 37,273,401 6,160,563 35,274,608 1,615,217 2,689,630 2,011,018 537,930 -- 85,562,367
------------ ----------- ------------ ----------- ----------- ----------- ----------- ------------ ------------
Net assets
available for
plan benefits
at end of year ... $ 36,502,414 $ 9,680,884 $ 11,756,262 $ 6,047,793 $ 9,025,056 $ 6,055,774 $ 3,394,870 $ 15,536,930 $ 97,999,983
============ =========== ============ =========== =========== =========== =========== ============ ============
</TABLE>
See notes to financial statements.
F-3
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS (MODIFIED CASH BASIS)
Year Ended December 31, 1992
<TABLE>
<CAPTION>
Short-
Witco Money Intermediate Growth Global
Group Stock Market Government Dreyfus Opportunity Investing
Annuity Fund Fund Fund Fund Fund Fund
Contracts (Fund A) (Fund B) (Fund C) (Fund D) (Fund E) (Fund F) Total
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to
net assets
attributed to:
Investment income
Unrealized
gains/(losses)
on investments $ -- $ 891,852 $ -- $ (30,396) $ 62,197 $ 101,912 $ (1,604) $ 1,023,961
Interest 5,471,857 1,263 -- -- -- -- -- 5,473,120
Dividends -- 203,115 28,437 90,412 90,006 2,755 7,896 422,621
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
5,471,857 1,096,230 28,437 60,016 152,203 104,667 6,292 6,919,702
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Contributions
Participants 2,448,300 854,984 1,213,491 1,086,644 1,773,004 1,343,204 366,393 9,086,020
Employer, net of
forfeitures
of $125,801 1,213,677 430,955 526,529 474,493 787,124 564,555 156,410 4,153,743
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
3,661,977 1,285,939 1,740,020 1,561,137 2,560,128 1,907,759 522,803 13,239,763
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Total additions 9,133,834 2,382,169 1,768,457 1,621,153 2,712,331 2,012,426 529,095 20,159,465
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Deductions from
net assets
attributed to:
Withdrawals (6,405,978) (491,654) (26,039) (19,399) (29,986) (19,276) (5,905) (6,998,237)
Administrative
expenses (145,977) (11,305) (1,339) (1,186) (1,875) (1,307) (361) (163,350)
Other -- (12,564) 205,841 5,736 9,340 8,726 (319) 216,760
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Total deductions (6,551,955) (515,523) 178,463 (14,849) (22,521) (11,857) (6,585) (6,944,827)
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Net increase
(decrease)
prior to
interfund
transfers 2,581,879 1,866,646 1,946,920 1,606,304 2,689,810 2,000,569 522,510 13,214,638
Interfund
transfers (33,343,213) (19,077) 33,327,688 8,913 (180) 10,449 15,420 --
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Net increase
(decrease) (30,761,334) 1,847,569 35,274,608 1,615,217 2,689,630 2,011,018 537,930 13,214,638
Net assets
available for
plan benefits
at beginning
of year 68,034,735 4,312,994 -- -- -- -- -- 72,347,729
------------ ----------- ------------- ----------- ----------- ------------ ------------ -------------
Net assets
available for
plan benefits
at end of year $ 37,273,401 $ 6,160,563 $ 35,274,608 $ 1,615,217 $ 2,689,630 $ 2,011,018 $ 537,930 $ 85,562,367
============ =========== ============= =========== =========== ============ ============ =============
</TABLE>
See notes to financial statements.
F-4
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis: The accompanying financial statements have been prepared on a
modified basis of cash receipts and disbursements; consequently, contributions,
interest income and the related assets are recognized when received rather than
when earned, and certain expenses are recognized when paid rather than when the
obligation is incurred. Accordingly, the accompanying financial statements are
presented on a comprehensive basis of accounting other than generally accepted
accounting principles.
Investment Valuation: Investments are stated at fair or contract value. The
group annuity contracts are valued at contract value. Contract value represents
contributions made under the contract, plus interest at the contract rate less
withdrawals. Fair value of the other investments is determined by quoted market
prices on an active market or redemption values.
Gains/(Losses): The change in the difference between the fair value and the cost
of investments is reflected as unrealized gains/(losses) in the aggregate fair
value of investments. Realized gains and losses on the disposal of investments
are calculated as the difference between the proceeds received and the average
cost of investments sold.
NOTE B--DESCRIPTION OF THE PLAN
The Witco Corporation Thrift Savings Plan ("Plan") is a defined contribution
plan established for the purpose of encouraging and assisting eligible employees
of Witco Corporation and subsidiary companies ("Witco" or "Company") in
following a systematic savings program. An employee becomes eligible to
participate in the Plan on the first day of the month following 31 days of
service. Eligible employees may make a basic contribution under the Plan in
amounts equal to 1%, 2% or 3% of their base pay. Witco makes monthly
contributions in an amount equal to 100% of these basic employee contributions
except for certain bargaining employees whose participation is based upon terms
of their respective collective bargaining agreement. In addition, employees may
elect to make voluntary supplemental contributions of 1% to 7% of their base
pay. Witco does not make contributions with respect to any portion of the
voluntary supplemental contributions.
The Plan permits pre-tax and after-tax contributions by participants. Certain
bargaining employees are excluded from making after-tax contributions.
Participants may direct the pre-tax contributions and after tax contributions,
including Company matching contributions, to be invested in one or more of seven
funds. The after-tax contributions in 1992 could only be directed to the group
annuity contracts. The seven funds include a Witco common stock fund, money
market fund, guaranteed investment trust fund, and various diversified bond and
equity funds as described below.
Group Annuity Contracts. After-tax contributions were invested in group
annuity contracts in which payment of principal and interest at a fixed
rate is guaranteed by the issuer of each investment contract for a
specified period. For group annuity contracts expiring after January
F-5
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
NOTE B--DESCRIPTION OF THE PLAN--Continued
1, 1993, the participants are allowed to transfer their investment to any
of the other fund available. Effective January 1, 1993, a Guaranteed
Investment Fund Trust (GIFT) replaced the expired group annuity contracts
as an investment option for both pre-tax and after-tax contributions. On
December 31, 1993, the Metropolitan Life Group Annuity Contract totaling
$17,580,530 expired and the assets were temporarily held in an overnight
contract until they could be allocated to the participant's choice of funds
on January 3, 1994.
Fund A - Witco Stock Fund. Contributions are invested in Witco Corporate
Common Stock.
Fund B - Money Market Fund. Contributions are invested in the Dreyfus
Liquid Assets which is a diversified open-end money market mutual fund
managed by Dreyfus. The fund's objective is to provide as high a level of
current income as is consistent with the preservation of capital. The fund
invests in money market instruments including U.S. Government securities,
time deposits, certificates of deposit, banker's acceptances and other
short-term corporate obligations.
Fund C - Dreyfus Short-Intermediate Government Fund. Contributions are
invested in the Dreyfus Short-Intermediate Government Fund which is a fund
that offers as high a level of income as is consistent with the
preservation of capital. The fund invests in a portfolio of securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, and repurchase agreements relating to them.
Fund D - Dreyfus Fund. Contributions are invested in the Dreyfus Fund which
is a diversified, open-end mutual fund with a primary objective of long
term capital appreciation consistent with preservation of capital. The fund
invests primarily in common stocks.
Fund E - Dreyfus Growth Opportunity Fund. Contributions are invested in the
Dreyfus Growth Opportunity Fund which is a diversified open-end mutual fund
that seeks long-term capital growth by investing principally in common
stocks of domestic issuers and securities of foreign companies and
governments.
Fund F - Dreyfus Global Investing Fund. Contributions are invested in the
Dreyfus Global Investing Fund which is an open-end, non-diversified mutual
fund whose goal is capital growth. The fund invests primarily in publicly
issued common stocks of foreign and domestic issuers as well as convertible
securities, preferred stocks and debt securities.
Fund G - Guaranteed Investment Fund Trust (GIFT). Contributions are
invested in the Guaranteed Investment Fund Trust which is a collective
investment fund with a primary objective of high current income and
stability of principal. The fund invests primarily in guaranteed investment
contracts. The trustee and portfolio manager of the GIFT is LaSalle
National Trust.
F-6
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
NOTE B--DESCRIPTION OF THE PLAN--Continued
Participants are immediately vested in contributions made by them and become
fully vested in the contributions made by Witco after they have completed three
consecutive years of participation in the Plan or five years of service to
Witco. Participants who have been terminated for reasons beyond their own
control become fully vested in Witco's contributions upon their termination.
Non-vested contributions by Witco which have been forfeited by participants are
applied to reduce future contributions by Witco. Terminated participants whose
account balance is at least $3,500 may elect to defer receipt of such amounts
until the required distribution date under Section 401(a)(9) of the Code.
Employees participating in the Plan will not be subject to federal income tax on
amounts contributed to the Plan by Witco and earnings allocated to their
accounts until such time that their participating interest in the Plan is
distributed to them. The Plan provides that participants may elect to have their
pre-tax contributions subject to certain limitations, excluded from taxable
income pursuant to Section 401(k) of the Internal Revenue Code.
Employees are permitted to make hardship withdrawals if certain criteria are
met. Only one hardship withdrawal a year is permitted.
Witco, by action of its Board of Directors, may suspend the operation of the
Plan for any year by omitting all or part of the employer contributions. In
addition, Witco may terminate or amend the Plan for any reason, at any time,
provided that no such termination or amendment shall permit any of the funds
established pursuant to this Plan to be used for any purpose other than the
exclusive benefit of the participating employees. Upon termination of the Plan,
the rights of members to the benefits accrued under the Plan to the date of
termination shall be nonforfeitable.
NOTE C--INCOME TAX STATUS
The Company will be filing for an updated determination letter from the Internal
Revenue Service stating that the amendment of the Plan incorporate new
provisions and comply with current tax regulations meets the requirements of a
qualified plan as defined by the Internal Revenue Code (IRC) and is, therefore,
not subject to income tax. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The Management Committee
of Witco is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
F-7
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
NOTE D--INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
December 31,
----------------------------
1993 1992
----------- -----------
<S> <C> <C>
New York Life Insurance Co. Group Annuity
Contract #06022 at 8.83% through
December 31, 1994 $18,921,884 $19,314,741
Metropolitan Life Insurance Co. Group
Annuity Contract #11344 at 8.47% through
December 31, 1993 - 17,958,660
Metropolitan Life Insurance Co.
Overnight Contract at 3% through
January 3, 1994 17,580,530 -
Guaranteed Investment Fund Trust 15,536,930 -
Dreyfus Liquid Assets, Inc. 11,756,262 35,274,608
Dreyfus Fund, Inc. 9,025,056 2,689,630
Dreyfus Growth Opportunity Fund, Inc. 6,055,774 2,011,018
Dreyfus Short-Intermediate Government Fund, Inc. 6,047,793 1,615,217
Witco Stock Fund* 9,680,884 6,160,563
</TABLE>
* Party-in-interest investment
F-8
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
NOTE E--SUBSEQUENT EVENTS
Effective January 1, 1994, the Company amended the Witco Corporation Thrift
Savings Plan to incorporate changes in investment options, administrative
changes, and provision enhancements. The investment options, trustee and record
keeping responsibilities of the Plan were transferred to Fidelity Investments.
The Plan name was changed to the Witco Corporation Employee Retirement Savings
Plan. The Plan provision enhancements include an employee loan provision, the
removal of certain restrictions on withdrawals of employee and company matched
funds, the allowance of daily transactions for all of the funds, adoption of the
unitization for the Witco Stock Fund and certain administrative changes
resulting from the conversion to Fidelity Investments.
Effective December 31, 1993, the Sherex Chemical Company, Inc. Employee Thrift
Plan (IRS ID# 054) ("Sherex") was merged into the Plan. The assets of the Sherex
plan totaling approximately $30,000,000 at December 31, 1993 were transferred to
Fidelity Investments and invested in similar funds managed by Fidelity
Investments in early 1994. The participants, previously in the Sherex plan, will
be subject to all the provisions of the Plan as of the effective date for all
future contributions. Certain provisions will be "grandfathered" for investments
prior to the merge date.
In January 1994, the Plan distributed approximately $2,500,000 to participants
who withdrew funds or terminated from the Plan at December 31, 1993.
F-9
<PAGE>
Supplemental Schedules
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
<TABLE>
<CAPTION>
SHARES,
UNITS OR
PRINCIPAL CURRENT
DESCRIPTION AMOUNT COST VALUE
- - - - - ------------------------------------------------ ---------- ----------- -----------
<S> <C> <C> <C>
New York Life Insurance Co. Group
Annuity Contract #06022 at 8.83% through
December 31, 1994 18,921,884 $18,921,884 $18,921,884
Metropolitan Life Insurance Co. Group
Overnight Contract at 3.00%
through January 3, 1994 17,580,530 17,580,530 17,580,530
Guaranteed Investment Trust Fund 15,536,930 15,536,930 15,536,930
Dreyfus Liquid Assets, Inc. 11,756,262 11,756,262 11,756,262
Witco Stock Fund* 303,714 6,334,534 9,680,884
Dreyfus Fund, Inc. 688,936 9,074,353 9,025,056
Dreyfus Growth Opportunity Fund, Inc. 563,852 6,940,640 6,055,774
Dreyfus Short-Intermediate Government Fund, Inc. 531,908 6,142,248 6,047,793
Dreyfus Global Investing, Inc. 211,650 3,017,887 3,394,870
</TABLE>
* Party-in-interest investment
F-10
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1993
Transactions or series of transactions during the year ended December 31, 1993,
exceeding 5% of the current value of Plan assets reportable per Department of
Labor regulations 2520.103-6 are listed below. A series of transactions may
include single transactions that are in excess of 5% of the current value of
Plan assets reportable per Department of Labor regulations. There were no
category (ii) or (iv) reportable transactions during 1993.
<TABLE>
<CAPTION>
NUMBER AGGREGATE NUMBER AGGREGATE
OF VALUE OF OF VALUE OF COST OF
IDENTITY OF PURCHASE PURCHASES/ SALES SALES/ SALES/ GAIN
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS DEPOSITS* TRANSACTIONS WITHDRAWALS* WITHDRAWALS (LOSS)
- - - - - ------------------------ -------------------- ------------ ---------- ------------ ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i)--Individual
transaction in excess
of 5% of plan assets:
- - - - - -----------------------
Metropolitan Life
Insurance Company
Group Annuity
Contract #11344 Group Annuity Contract $17,580,530 $17,580,530 -
Metropolitan Life
Insurance Company Overnight Investment
Contract $17,580,530
Dreyfus Liquid
Assets, Inc. Mutual Fund 10,370,386 10,370,386 10,370,386 -
22,491,200 22,491,200 -
Guaranteed
Investment
Fund Trust GIC Fund 8,884,329
</TABLE>
* Current value at date of transaction.
F-11
<PAGE>
WITCO CORPORATION THRIFT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS--CONTINUED
Year Ended December 31, 1993
<TABLE>
<CAPTION>
NUMBER AGGREGATE NUMBER AGGREGATE
OF VALUE OF OF VALUE OF COST OF
IDENTITY OF PURCHASE PURCHASES/ SALES SALES/ SALES/ GAIN
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS DEPOSITS* TRANSACTIONS WITHDRAWALS* WITHDRAWALS (LOSS)
- - - - - ------------------------ -------------------- ------------ ---------- ------------ ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii)--Series of
security transactions:
- - - - - -------------------------
Dreyfus Liquid
Assets, Inc. Mutual Fund 611 $18,851,897 466 $42,370,243 $42,370,243 -
Guaranteed Investment
Fund Trust GIC Fund 258 17,220,750 82 1,683,821 1,683,821 -
Dreyfus Fund, Inc. Mutual Fund 214 7,244,855 153 1,222,595 1,224,547 $(1,952)
Dreyfus Growth
Opportunity Fund, Inc. Mutual Fund 259 4,814,347 168 938,062 974,021 (35,959)
Dreyfus Short-Intermediate
Government Fund, Inc. Mutual Fund 127 5,267,902 214 802,084 798,329 3,755
Metropolitan Life
Insurance Company Group Annuity
Group Annuity
Contract #11344 Contract 12 1,430,513 21 18,904,199 18,904,199 -
</TABLE>
* Current value at date of transaction.
F-12
EXHIBIT 24
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-48806) pertaining to the Witco Corporation Thrift Savings Plan of our
report dated June 7, 1994, with respect to the financial statements and
schedules of the Witco Corporation Thrift Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Stamford, Connecticut
June 7, 1994
