SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 21, 1996
---------------------------------
(Date of earliest event reported)
WITCO CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-4654 13-1870000
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
One American Lane
Greenwich, Connecticut 06831
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(Address of principal executive offices) (Zip Code)
(203) 552-2000
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(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
As disclosed in the Quarterly Report on Form 10-Q of Witco
Corporation (the "Company") for the quarter ended March 31, 1996,
effective January 1, 1996, the Company made the following revisions to
the format of its statements of income:
(a) Depreciation expense is included in cost of goods sold,
general and administrative expenses, selling expense
and research and development. Amortization expense is
included in a line item called "other expenses (income)
- net". Depreciation and amortization had been
previously classified as a separate line item.
(b) Research and development, previously included in cost
of goods sold, is classified separately.
(c) State income taxes, previously included in cost of
goods sold and other expenses (income) - net, are now
classified as income taxes.
The Company's condensed consolidated statements of income and
continuing operations by industry segment for the quarters ended March
31, 1995, June 30, 1995, September 30, 1995, and December 31, 1995,
respectively, and for the year ended December 31, 1995, have been
reclassified to reflect such changes. Exhibit 99 hereto contains the
unaudited
<PAGE>
consolidated statements of income and continuing operations by
industry segment of the Company and subsidiary companies for such
periods.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
c. Exhibits
99 Witco Corporation and Subsidiary Companies Unaudited
Consolidated Statements of Income and Continuing
Operations by Industry Segment
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WITCO CORPORATION
/s/ Dustan E. McCoy
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Name: Dustan E. McCoy
Title: Vice President, General
Counsel and Secretary
Date: June 21, 1996
<PAGE>
Exhibit Index
Exhibit No. Exhibit
99 Witco Corporation and Subsidiary
Companies Unaudited Consolidated
Statements of Income and Continuing
Operations by Industry Segment
<PAGE>
EXHIBIT 99
WITCO CORPORATION
AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands of Dollars Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, June 30, September 30, December 31, December 31,
1995(a) 1995(a) 1995(a) 1995(a) 1995(a)
------------- ------------- ------------- ------------- --------
<S> <C> <C> <C> <C> <C>
Net Sales $ 517,952 $489,231 $441,902 $535,992 $1,985,077
----------- -------- -------- -------- ----------
Cost of Goods Sold 405,213 390,634 352,554 420,421 1,568,822
----------- -------- -------- -------- ---------
Gross Profit 112,739 98,597 89,348 115,571 416,255
----------- -------- -------- -------- ----------
Operating Expenses
Selling expense 19,938 18,898 18,324 26,669 83,829
General and administrative expenses 30,439 27,712 28,292 34,982 121,425
Research and development 12,443 12,633 11,429 16,402 52,907
Other expenses (income) - net (4,846) (79,477) (5,148) 46,315 (43,156)
----------- -------- ------- -------- ----------
Total Operating Expenses 57,974 (20,234) 52,897 124,368 215,005
----------- -------- -------- -------- ----------
Operating Income (Loss) from Continuing
Operations 54,765 118,831 36,451 (8,797) 201,250
----------- -------- ------- -------- ----------
Other Expense (Income) - Net
Interest expense 8,450 8,294 9,402 17,543 43,689
Interest income (2,922) (3,208) (5,074) (3,900) (15,104)
Other expense - net 1,206 671 933 715 3,525
----------- -------- -------- ------- ---------
Income (Loss) from Continuing Operations 48,031 113,074 31,190 (23,155) 169,140
before Income Taxes
Income Taxes (Benefit) 17,761 44,053 11,746 (4,766) 68,794
----------- -------- -------- ------- ---------
Income (Loss) from Continuing Operations 30,270 69,021 19,444 (18,389) 100,346
Income (Loss) from Discontinued Operations -
Net of Income Taxes (Benefit) (495) 2,333 4,466 (2,205) 4,099
----------- -------- ------- ------- --------
Net Income (Loss) $29,775 $71,354 $23,910 $(20,594) $104,445
=========== ======== ======= ======== ========
Per Common Share - Primary
Income (loss) from continuing operations $ 0.54 $ 1.22 $ 0.34 $ (0.32) $ 1.78
Income (loss) from discontinued
operations - net of income taxes (0.01) 0.04 0.08 (0.04) 0.07
----------- -------- ------- -------- --------
Net Income (Loss) $ 0.53 $ 1.26 $ 0.42 $ (0.36) $ 1.85
=========== ======= ======= ======== =======
Per Common Share - Fully Diluted (b)
Income (loss) from continuing operations $ 0.54 $ 1.22 $ 0.34 $ (0.32) $ 1.77
Income (loss) from discontinued
operations - net of income taxes (0.01) 0.04 0.08 (0.04) 0.07
----------- ------- ------- -------- --------
Net Income (Loss) $ 0.53 $ 1.26 $ 0.42 $ (0.36) $ 1.84
=========== ======= ======= ======== =======
</TABLE>
<PAGE>
Notes:
(a) The following revisions have been made to the Company's income
statement format effective January 1, 1996:
* Total depreciation expense is now included in cost of goods sold,
general and administrative expenses, selling expense and research
and development. Total amortization expense is now included in
other expenses (income) - net. Depreciation and amortization was
previously classified separately. Depreciation expense for the
respective quarters ended March 31, 1995, June 30, 1995,
September 30, 1995, and December 31, 1995, was $19,596, $19,878,
$18,236 and $24,056. Amortization expense for such respective
quarters was $4,627, $4,285, $4,287 and $7,606.
* Research and development, previously included in cost of goods
sold, is classified separately.
* State income taxes, previously included in cost of goods sold and
other expenses (income) - net, are now classified as income taxes
(benefit). State income taxes for the respective quarters ended
March 31, 1995, June 30, 1995, September 30, 1995, and December
31, 1995, were $1,144, $6,616, $430 and $146.
(b) Quarterly per share amounts do not add to total for the year, as each
quarter and the total year are computed independently.
<PAGE>
The following is a summary of the Company's continuing operations by
industry segment:
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, June 30, September 30, December 31, December 31,
(thousands of dollars) 1995 1995 1995 1995 1995
-------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Operating Income (Loss)
Chemical $33,874 $ 28,017 $27,176 $(25,456) $ 63,611
OSi Specialities -- -- -- 7,385 7,385
Petroleum 8,068 7,125 7,454 11,308 33,955
Diversified products 15,537 50,430 96 (3,374) 62,689
Corporate and unallocated (a) (2,714) 33,259 1,725 1,340 33,610
------- -------- ------- -------- --------
Operating Income (Loss) from
Continuing Operations 54,765 118,831 36,451 (8,797) 201,250
------- ------- ------- -------- --------
Other expense - net (1,206) (671) (933) (715) (3,525)
Interest income (expense) - net (5,528) (5,086) (4,328) (13,643) (28,585)
------- ------- ------- -------- --------
Income (Loss) from Continuing
Operations before Income Taxes $48,031 $113,074 $31,190 $(23,155) $169,140
======= ======== ======= ======== ========
</TABLE>
(a) Includes income as a result of settlements with certain of the
Company's insurers, net of related legal and other costs for the
respective quarters ended June 30, 1995, September 30, 1995, and
December 31, 1995, of $35,434, $7,230 and $10,223.
