WITCO CORP
8-K, 1996-06-17
INDUSTRIAL ORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 12, 1996

                                WITCO CORPORATION
             (Exact name of Registrant as Specified in its Charter)

         Delaware                   1-4654              13-1870000
       (State or other           (Commission         (I.R.S. Employer
        jurisdiction of          File Number)       Identification No.)
        incorporation)

                 One American Lane, Greenwich, Connecticut 06831
              (Address of Principal Executive Officers) (Zip Code)

                                  (203)552-2000
              (Registrant's telephone number, including area code)




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<PAGE>


Item 5.   Other Events

     On June 12, 1996, Witco Corporation (the "Company") announced that its
Board of Directors named Dr. E. Gary Cook Chairman, Chief Executive Officer, and
President of the Company succeeding William R. Toller, the Company's Chairman
and Chief Executive Officer, who is retiring. Mr. Toller was named Honorary
Chairman of the Company and will remain as a director. The Company also
announced the retirement of William E. Mahoney, the Company's Vice Chairman and
Chief Operating Officer. The complete text of the press release issued by the
Company is attached.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

         (c)   Exhibits

               99 Press Release, dated June 12, 1996.




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<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, thereto duly authorized.

                                            WITCO CORPORATION



                                        /s/ Dustan E. McCoy
                                       ---------------------------------
                                       Name:    Dustan E. McCoy
                                       Title:   Vice President, General Counsel
                                                and Corporate Secretary

Dated:  June 17, 1996





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<PAGE>




                                  Exhibit Index

Exhibit No.       Exhibit                                         Page No.
- -----------       -------                                         --------

99                Press release of the registrant,                    5
                  dated June 12, 1996.



















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                                                                 EXHIBIT 99

  Contact: Jill S. Gabbe/Craig Andrews  212 229-0162
           Gabbe & Gabbe
           C. J. DiFrancesco         203 552-2251
           Vice President, External Affairs
           Witco Corporation                              For Immediate Release


            WITCO NAMES NEW CEO, REAFFIRMING STRONG GROWTH OBJECTIVES
       Gary Cook Assumes Leadership of Global Specialty Chemicals Company

GREENWICH,  CT,  June  12,  1996  --  In a key  step  toward  positioning  Witco
Corporation  (NYSE:WIT)  for  strong  growth  in the  global  quality  specialty
chemicals and petroleum  products field,  the Board of Directors today named Dr.
E. Gary Cook Chairman,  Chief Executive  Officer,  and President of the company.
Since  March 1, 1994,  Dr.  Cook has  served as  President  and Chief  Operating
Officer of  Albemarle  Corporation,  located  in Baton  Rouge,  LA, a  worldwide
supplier of chemical intermediates. Previously he was with Ethyl Corporation and
E.I. Du Pont de Nemours and Company in a series of senior management  positions.
The appointment is effective immediately.

     Dr. Cook, 51,  succeeds  William R. Toller,  who had served as Chairman and
Chief Executive  Officer of Witco since 1990. Mr. Toller has been named Honorary
Chairman of Witco and remains as a Director.  Mr. Toller and William E. Mahoney,
the  company's  Vice  Chairman  and  Chief  Operating  Officer,  had  previously
announced  their  intention  to retire in 1996 after 40 and 33 years of service,
respectively.

     Following  his  election  today by the Board of  Directors,  Dr. Cook said,
"Witco offers boundless  opportunities  building on 75 years of accomplishments,
to solidify its potential as a premier, world-class specialty chemicals company.
The company is emerging from a period of transition in which it has successfully
refocused on its core strengths and streamlined operations.  Going forward, with
those  strategic   moves  solidly  in  place  and  a  continued   commitment  to
strengthening the earnings of our company, we are in a dynamic position to drive
performance and enhance shareholder value."

     Commenting on Dr. Cook's appointment, Board Director William R. Grant said,
"Gary brings impeccable  leadership and operational  credentials to the CEO role
at  Witco.  His  diverse  background  includes  broad  experience  in  research,
marketing,  operations, and strategic planning as well as in general management.
Gary's long and highly successful career with world-class  organizations like Du
Pont,  Ethyl,  and Albemarle  gives us further  confidence  that Gary will guide
Witco in its rightful position as a global leader in specialty chemicals."

     Dr.  Cook  holds  a B.S.  in  chemistry  with  high  distinction  from  the
University  of Virginia,  and a Ph.D.  in chemistry  from  Virginia  Polytechnic
Institute & University.  He and his wife, Brenda, have four grown children. They
will relocate to the Greenwich area.

     Witco  Corporation is a worldwide  manufacturer  of specialty  chemical and
specialty  petroleum  products  with 1995  sales of nearly $2  billion.  Witco's
products are used primarily as intermediates by other  manufacturers in hundreds
of industries,  including  personal care and household  products,  agricultural,
automotive,  housing,  construction,  packaging,  food, and textiles. Founded 75
years ago, Witco employs over 8,000 people located around the world. The company
is headquartered in Greenwich, Connecticut.


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