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
February 12, 1996
- ----------------------------------------------------------------
(Date of earliest event reported)
WITCO CORPORATION
- ----------------------------------------------------------------
(Exact name or registrant as specified in its charter)
Delaware 1-4654 13-1870000
- --------------- ------------ -----------------
(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
One American Way
Greenwich, Connecticut 06831
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(203) 552-2000
- ----------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On February 12, 1996, Witco Corporation (the "Company")
entered into a First Supplemental Indenture dated as of February
1, 1996 (the "Supplemental Indenture"), among the Company, the
Chase Manhattan Bank, N.A. ("Chase"), and Fleet National Bank of
Connecticut ("Fleet"), to the Indenture dated as of February 1,
1993, between the Company and Chase. The Supplemental Indenture
appointed Chase as trustee for the Company's $150,000,000 67/8%
Debentures due 2026 and Fleet as trustee for the Company's
$150,000,000 61/8% Notes due 2006. A copy of the Supplemental
Indenture is attached.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
c. Exhibits
4 Supplemental Indenture dated as of February 1,
1996.
<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
------------------------------
Name: Dustan E. McCoy
Title: Vice President, General
Counsel and Secretary
Date: February 12, 1996
<PAGE>
Exhibit Index
Exhibit No. Exhibit Page No.
4 Supplemental Indenture 5
dated as of February 1, 1996.
<PAGE>
EXECUTION COPY
FIRST SUPPLEMENTAL INDENTURE dated as of
February 1, 1996 (this "Supplemental
Indenture"), made and entered into by and
among WITCO CORPORATION, a Delaware
corporation (the "Company"), THE CHASE
MANHATTAN BANK, N.A., a national banking
association (the "Initial Trustee"), and
FLEET NATIONAL BANK OF CONNECTICUT, a
national banking association (the "Note
Trustee"), to the Indenture dated as of
February 1, 1993, between the Company and the
Initial Trustee (the "Indenture"). Unless
otherwise indicated, definitions used in this
Supplemental Indenture shall have the
meanings ascribed to them in the Indenture.
WHEREAS, the Company entered into the Indenture with
the Initial Trustee, as Trustee, for the purpose of issuing
unsecured debentures, notes or other evidences of indebtedness
(the "Securities") to be issued in one or more series, in such
principal amount or amounts as may from time to time be
authorized by or pursuant to the authority granted in one or more
resolutions of the Board of Directors of the Company; and
WHEREAS, the Company has previously issued pursuant to
the Indenture the series of Securities denominated as "6.60%
Notes due April 1, 2003" and the series of Securities denominated
as "7.75% Debentures due April 11, 2023" with respect to which
the Initial Trustee currently serves as Trustee; and
WHEREAS, the Company proposes to issue a series of
Securities denominated as its "61/8% Notes due 2006" (the
"Notes") and a series of Securities denominated as its "67/8%
Debentures due 2026" (the "Debentures"); and
WHEREAS, the Company desires to fix and determine the
terms of the Notes and the Debentures pursuant to Section 301 of
the Indenture and to confirm the appointment of the Initial
Trustee as Trustee for the Debentures and to provide for the
appointment of the Note Trustee as the Trustee for the Notes;
NOW, THEREFORE, in consideration of the premises, of
the purchase and acceptance of the Securities by the
<PAGE>
holders thereof and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
in order to provide for the appointment of, and to secure
the agreement of, the Note Trustee to act as a successor
Trustee for the Notes, and in order to confirm the
appointment of, and to secure the agreement of, the Initial
Trustee to act as Trustee for the Debentures, each of the
Company, the Note Trustee and the Initial Trustee, for
itself and its successors, does hereby covenant and agree
as follows:
Section 1. The terms of the Notes shall be as set forth
in Annex I to this Supplemental Indenture.
Section 2. The terms of the Debentures shall be as set
forth in Annex II to this Supplemental Indenture.
Section 3. The Company hereby appoints the Note Trustee
as a successor Trustee for the Notes under the Indenture and as
its agent to receive all the presentations, surrenders, notices
and demands referred to in the Indenture with respect to the
Notes. The Note Trustee hereby accepts the foregoing appointment,
and agrees to act as Trustee for the Notes and as agent for the
foregoing purposes, and, as such, agrees to become a party to,
and be bound by the terms and provisions of, the Indenture as
supplemented hereby and to assume all the trusts, duties and
obligations of a Trustee thereunder with respect to the Notes, it
being understood that the Note Trustee shall be entitled to all
the rights, immunities, protections and exculpations and the
standard of care made available to a Trustee under the Indenture.
Section 4. The Company and the Initial Trustee hereby
confirm that the Initial Trustee shall remain the sole Trustee
for all series of Securities outstanding as of the date hereof
under the Indenture other than the Notes, with all the rights,
powers, trusts, duties and obligations of a Trustee under the
Indenture.
Section 5. Each of the parties to this Supplemental
Indenture agrees and understands that (i) nothing in this
Supplemental Indenture or the Indenture shall establish the Note
Trustee and the Initial Trustee as co-trustees of the same trust
and that (ii) each Trustee shall be trustee of a trust or trusts
under the Indenture as hereby supplemented separate and apart
from any trust or trusts administered by any other Trustee.
<PAGE>
Section 6. Notwithstanding the provisions of Section
609 of the Indenture, the Corporate Trust Office of the Note
Trustee at the date of execution of this Supplemental Indenture
is located at 777 Main Street, Hartford, Connecticut, 06115, and
all references in the Indenture to the "Corporate Trust Office"
of the Note Trustee shall be deemed to refer to such office in
Hartford, Connecticut. Communications may be directed to the Note
Trustee in the City of New York at 40 Broad Street, New York,
N.Y. 10004, Attention: Mari-Elna DeGuia, or such other address in
the City of New York as the Note Trustee shall designate to the
Company.
Section 7. The Indenture, as supplemented and amended
by this Supplemental Indenture, is in all respects ratified and
confirmed, and the Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same
instrument.
Section 8. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be
included in this Supplemental Indenture by any of the provisions
of the Trust Indenture Act, such required provision shall
control.
Section 9. Nothing in this Supplemental Indenture,
expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the holders of
the Notes and Debentures, any benefit or any legal or equitable
right, remedy, claim under this Supplemental Indenture.
Section 10. This Supplemental Indenture shall be deemed
to be a contract made under the laws of the State of New York and
this Supplemental Indenture for all purposes shall be governed by
and construed in accordance with the laws of the State of New
York.
Section 11. This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
<PAGE>
WITCO CORPORATION,
by /s/Dustan E. McCoy
----------------------------
[Seal]
Attest:
/s/Geraldine J. Eustace
- -----------------------------
FLEET NATIONAL BANK OF
CONNECTICUT, as Trustee
by /s/Michael M. Hopkins
----------------------------
[Seal]
Attest:
/s/Susan T. Keller
- -----------------------------
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
by /s/Sheik Wiltshire
----------------------------
[Seal]
Attest:
/s/G. Richards
- -----------------------------
<PAGE>
STATE OF CONNECTICUT,)
) ss:
COUNTY OF FAIRFIELD, )
On the 9th day of February, 1996, before me personally
came Dustan E. McCoy, to me known, who, being by me duly sworn,
did depose and say that he is Vice President, Corporate Secretary
and General Counsel of Witco Corporation, one of the parties
described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that
he signed his name thereto by like authority.
/s/Geraldine J. Eustace
------------------------------
[Notarial Seal]
STATE OF CONNECTICUT,)
) ss:
COUNTY OF HARTFORD ,)
On the 9th day of February, 1996, before me personally
came Michael M. Hopkins, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Fleet
National Bank of Connecticut, one of the parties described in and
which executed the foregoing instrument; that he knows the seal
of said national banking association; that the seal affixed to
said instrument is such seal; that it was so affixed by authority
of the Board of Directors of said national banking association,
and that he signed his name thereto by like authority.
/s/Karen R. Felt
------------------------------
[Notarial Seal]
<PAGE>
STATE OF NEW YORK,)
) ss:
COUNTY OF KINGS, )
On the 12th day of February, 1996, before me personally
came S. Wiltshire, to me known, who, being by me duly sworn, did
depose and say that he is Second Vice President of The Chase
Manhattan Bank, N.A., one of the parties described in and which
executed the foregoing instrument; that he knows the seal of said
national banking association; that the seal affixed to said
instrument is such seal; that it was so affixed by authority of
the By-laws of said national banking association, and that he
signed his name thereto by like authority.
/s/Margaret M. Price
------------------------------
[Notarial Seal]
<PAGE>
Annex I
61/8% NOTES DUE 2006 OF WITCO CORPORATION
(1) Title: 61/8% Notes due 2006;
(2) Aggregate Principal Amount: limited to
$150,000,000;
(3) Date of Maturity: February 1, 2006;
(4) Interest Rate: 61/8% per annum;
(5) Interest Payment Dates: semiannually on
February 1 and August 1 of each year, beginning
August 1, 1996;
(6) Date from which interest shall accrue:
February 12, 1996;
(7) Regular Record Dates: January 15 and July
15 of each year, beginning July 15, 1996;
(8) Place of Payment of Principal and
Interest: the Depositary's (as defined below)
place of record keeping;
(9) Optional Redemption: None;
(10) Sinking Fund: None;
(11) Denominations: to be issued only in
denominations of $1,000 and integral multiples thereof;
(12) Defeasance and Covenant Defeasance:
Sections 1302 and 1303 of the Indenture will be
applicable;
<PAGE>
(13) Global Securities: The Notes will be issued
in the form of Global Securities (as defined in the
Indenture) that will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York
(the "Depositary"), and registered in the name of the
Depositary's nominee.
<PAGE>
Annex II
67/8% DEBENTURES DUE 2026 OF WITCO CORPORATION
(1) Title: 67/8% Debentures due 2026;
(2) Aggregate Principal Amount: limited to
$150,000,000;
(3) Date of Maturity: February 1, 2026;
(4) Interest Rate: 67/8% per annum;
(5) Interest Payment Dates: semiannually on
February 1 and August 1 of each year, beginning
August 1, 1996;
(6) Date from which interest shall accrue:
February 12, 1996;
(7) Regular Record Dates: January 15 and July 15
of each year, beginning July 15, 1996;
(8) Place of Payment of Principal and Interest:
the Depositary's (as defined below) place of record
keeping;
(9) Optional Redemption: None;
(10) Sinking Fund: None;
(11) Denominations: to be issued only in
denominations of $1,000 and integral multiples thereof;
(12) Defeasance and Covenant Defeasance:
Sections 1302 and 1303 of the Indenture will be
applicable;
<PAGE>
(13) Global Securities: The Debentures will be
issued in the form of Global Securities (as defined
in the Indenture) that will be deposited with, or on
behalf of, The Depository Trust Company, New York,
New York (the "Depositary"), and registered in the
name of the Depositary's nominee.
