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): September 1, 1999
CK Witco Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-4663 52-2183153
-------- ------ ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
One Station Place, Metro Center, Stamford, Connecticut 06902
------------------------------------------------------------
(Address of principal executive offices) (zip code)
(203) 353-5400
--------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
------------
On September 1, 1999, the shareholders of each of Crompton & Knowles
Corporation, a Massachusetts corporation ("Crompton"), and Witco Corporation, a
Delaware corporation ("Witco"), approved the merger agreement, dated May 31,
1999, among Crompton, Witco and CK Witco Corporation, a Delaware corporation and
wholly-owned subsidiary of Crompton ("CK Witco"). The merger was completed on
September 1, 1999 as well. Pursuant to the merger agreement, Crompton merged
with and into CK Witco, with CK Witco as the surviving corporation, and then
Witco merged with and into CK Witco, with CK Witco as the surviving corporation.
A copy of the press release announcing the completion of the merger is attached
as an exhibit hereto and is incorporated by reference herein.
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits
99.1 Press Release dated September 1, 1999
<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 hereunder duly authorized.
CROMPTON & KNOWLES CORPORATION
By: /s/ John T. Ferguson
--------------------
Name: John T. Ferguson II
Title: Senior Vice President, General Counsel
and Secretary
Date: September 2, 1999
<PAGE>
EXHIBIT INDEX
99.1 Press Release dated September 1, 1999.
Exhibit 99.1
------------
[CK WITCO CORPORATION LOGO]
For additional information, contact:
Investors: Robert Harwood (203) 353-5437/573-3441
Rob Bennett (203) 552-2282
Media: Patricia McLean (203) 552-2273
MERGER CREATES CK WITCO,
$3.3 BILLION GLOBAL SPECIALTY CHEMICAL COMPANY
New corporate officers and board of directors named
STAMFORD, CT, September 1, 1999 -- Shareholders of Crompton & Knowles
Corporation and Witco Corporation today approved proposals creating CK Witco
Corporation, and the merger subsequently was completed. The new company will
begin trading on the New York Stock Exchange tomorrow, September 2 under the
ticker symbol CNW.
"The real winners today are the customers and shareholders of CK Witco.
Our commitment to customer service, product innovation and value creation will
drive our new company," said Vincent A. Calarco, president and chief executive
officer. "We will leverage our leading market positions, global infrastructure,
and business synergies for increased efficiency and cost savings. We expect net
merger savings ramping up to approximately $60 million per year by the second
full year of the combined operations."
Each common share of Crompton & Knowles is automatically converted into
one common share of CK Witco, and each common share of Witco will be exchanged
for 0.9242 share of common stock of CK Witco. There are 119 million common
shares of CK Witco outstanding. The transaction is tax-free to shareholders of
both companies.
CK Witco will be organized into six operating units and three regions,
headed by the following individuals:
Robert W. Ackley, executive vice president, Polymer
Processing Equipment.
James J. Conway, executive vice president, Performance
Chemicals and Elastomers.
Joseph B. Eisenberg, executive vice president, Polymer
Additives (includes Refined Products).
Mary Gum, executive vice president, OSi (includes Industrial
Specialties).
Alfred F. Ingulli, executive vice president, Crop Protection.
William A. Stephenson, executive vice president, Urethanes
and Petroleum Additives.
Gerald H. Fickenscher, regional vice president, Europe, Africa
& the Middle East.
Edward L. Hagen, regional vice president, Asia-Pacific.
Michel J. Duchesne, regional vice president, Latin America
(includes Mexico).
<PAGE>
2
The company named five senior vice presidents to head its corporate
staff functions.
Peter Barna, senior vice president and chief financial officer.
John T. Ferguson II, senior vice president, general counsel and secretary.
Marvin H. Happel, senior vice president, organization and administration.
Charles J. Marsden, senior vice president, strategy and development.
Walter K. Ruck, senior vice president, operations.
CK Witco also named 14 members of its board of directors. Mr. Calarco
and E. Gary Cook, chairman of the new company and former chairman of Witco, are
joined by six individuals from each of the Crompton & Knowles and Witco boards.
The board includes James A. Bitonti, Don L. Blankenship, Simeon Brinberg, Robert
A. Fox, Richard M. Hayden, Roger L. Headrick, Leo I. Higdon, Jr., Harry G. Hohn,
Nicholas Pappas, C.A. (Lance) Piccolo, Bruce F. (Toby) Wesson, and Dr. Patricia
K. Woolf.
CK Witco Corporation is one of the world's largest specialty chemical
companies with annual sales of about $3.3 billion. It provides high-value
products to a wide range of customers. The company will have approximately
10,000 employees and 63 manufacturing facilities in 19 countries.
Certain statements made in this press release are forward-looking statements
that involve risks and uncertainties. These statements are based on currently
available information, and the company's actual results may differ significantly
from the results discussed. Investors are cautioned that there can be no
assurance that the actual results will not differ materially from those
suggested in such forward-looking statements.
