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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) December 12, 1996
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 of File Number) Identification No.)
incorporation)
One American Lane, Greenwich, Connecticut 06831
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(Address of Principal Executive Officers) (Zip Code)
(203)552-2000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On December 12, 1996, Witco Corporation (the "Company") announced the
details of a major corporate restructuring plan (the "Plan"), including a fourth
quarter pre-tax charge to earnings of $421 million relating to the restructuring
and other matters. The Plan calls for a decrease in annual operating costs of
more than $200 million by the end of 1999, a consolidation in worldwide
manufacturing facilities from 46 to 31 and a consolidation of certain related
distribution and administrative centers. The Plan also calls for the investment
over the three year period of over $600 million of internally generated funds to
support future business growth, to modernize remaining plants and replace the
capacity in closed facilities, for environmental, safety and other items and to
upgrade information systems. A reduction of approximately 1,800 employees of the
Company from the current level of 6,800 will occur during the three year period.
The Company also reported that it expected fourth quarter 1996 net
income from continuing operations to be approximately equal to that of the same
quarter in 1995, excluding in both periods non-recurring items.
Information contained herein includes "forward-looking statements" which
are not historical facts. These statements involve risks and uncertainities that
could cause actual results to differ materially including, without limitation,
the Company's ability to generate appropriate cashflow, the cost and timing of
the implementation of capital improvements, the Compnay's ability to effectively
divest certain assets, certain global and regional economic conditions and other
factors detailed in the Company's other Securities and Exchange Commission
filings.
The complete text of the press release issued by the Company is attached
as an exhibit to this document.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99 Press Release, dated December 12, 1996.
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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: Senior Vice President, General Counsel
and Corporate Secretary
Dated: December 12, 1996
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Exhibit Index
Exhibit No. Exhibit Page No.
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99 Press release of the registrant, 5
dated December 12, 1996.
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[LETTERHEAD OF WITCO CORPORATION]
Contact: Lloyd Moon 203 552-2227 NEWS
Vice President
Sandy Lynn Stevens 203 552-2266
Manager Public Relations
For Immediate Release
WITCO ANNOUNCES A THREE-YEAR CORPORATE RESTRUCTURING PLAN
GREENWICH, CT, December 12, 1996 -- Witco Corporation (NYSE:WIT) today announced
the details of a major corporate restructuring plan, charges to income related
to the restructuring and other matters, and expected 1996 fourth quarter
results. The restructuring is designed to achieve a significant improvement in
the company's cost base over the next three years and accelerate its transition
to a high performance specialty chemical company.
The plan calls for a reduction in annual operating costs of more than
$200 million by the end of 1999. The plan anticipates a consolidation in
worldwide manufacturing facilities from 46 to 31, as well as consolidation of
certain related distribution and administrative centers. During this same
period, the company will invest more than $600 million of internally generated
funds to drive future earnings growth and increase R&D support to a more
appropriate level. This investment includes approximately $250 million for new
capacity to support future business growth, approximately $200 million to
modernize the remaining plants and replace the capacity in closed facilities in
a way that ensures no interruption in shipments or services to customers,
approximately $100 million for environmental, safety and other items and
approximately $50 million to upgrade worldwide information systems. Under the
plan a reduction in employment of approximately 1,800 people will occur over the
three-year period from the current level of 6,800.
The company will take a fourth quarter pre-tax charge-off to earnings
of $421 million, for restructuring charges, and for other items which include
environmental and safety compliance, litigation provisions and inventory
writedowns.
Fourth quarter 1996 net income from continuing operations is expected
to be approximately equal to that of the same quarter in 1995 excluding
non-recurring items from both periods. Significant improvement in OSi
Specialties will offset declines in petroleum specialties
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resulting from the competitive environment in refined products. In addition,
preparation of the restructuring plan added short-term costs to the business.
Commenting on these initiatives, E. Gary Cook, Chairman, President and
Chief Executive Officer, said, "Our goal is nothing less than becoming the
preeminent specialty chemical company in the world. The restructuring is
necessary to achieve the efficient, productive, competitive and agile company
necessary to meet the ever more demanding needs of our global customers. We
regret the hardship this places on many of our employees, but we have
established programs to ease the transition for those impacted. The new Witco
will be an exciting and challenging company with excellent growth
opportunities."
The company had set a goal of achieving a minimum of a 30% internal
rate of return on capital needed to fund the consolidation, which the plan
significantly exceeds. The plan also achieves the previously disclosed goals of
a 20% reduction in fixed costs, 5-10% reduction in variable costs and a net
working capital reduction of 25%. The company is expected to provide additional
details as the plan unfolds.
Witco Corporation, headquartered in Greenwich, CT, produces and markets
specialty chemicals worldwide and has annual sales in excess of $2 billion.
# # #
Information in this press release contains "forward-looking statements"
which are not historical facts. These statements involve risks and uncertainties
that could cause actual results to differ materially including, without
limitation, the Company's ability to generate appropriate cashflow, the cost and
timing of the implementation of capital improvements, the Company's ability to
effectively divest certain assets, certain global and regional economic
conditions and other factors detailed in the Company's Securities and Exchange
Commission filings.
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