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):
October 15, 1999
CK Witco Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-30270 52-2183153
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
199 Benson Road, Middlebury, CT 06749
(Address of principal executive offices) (zip code)
(203) 573-2000
(Registrant's telephone number, including area code)
Item 5. Other Events
CK Witco Corporation, a Delaware corporation, distributed
certain financial information to security analysts on October 15,
1999. CK Witco Corporation is a corporation formed from the
merger of Crompton & Knowles Corporation and Witco Corporation on
September 1, 1999. A copy of the financial information is
attached as an exhibit hereto and is incorporated by reference
herein.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits.
99. Financial Information for Security Analysts
dated October 15, 1999.
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.
CK WITCO CORPORATION
By: /s/J. T. Ferguson II
Name: J. T. Ferguson II
Title: Senior Vice President, General
Counsel and Secretary
Date: October 15, 1999
EXHIBIT INDEX
99. Financial Information for Security Analysts dated
October 15, 1999.
CK Witco Corporation
Unaudited Pro Forma Combined Statements of Operations
(in thousands except per share data)
Three Three Three Three
Months Months Months Months Fiscal
Ended Ended Ended Ended Year Ended
March 1998 June 1998 Sept 1998 Dec 1998 Dec 1998
Net sales $999,683 $993,404 $933,851 $870,804 $3,797,742
Cost of products sold 668,462 654,409 625,654 606,886 2,555,411
Selling, general
and administrative 132,620 134,594 131,178 141,571 539,963
Depreciation and
amortization 50,763 51,987 51,082 53,065 206,897
Research and development 30,036 30,460 30,092 32,485 123,073
Special items:
Facility closure costs 0 0 0 33,600 33,600
Restructuring
charges (credits) 2,262 2,781 1,481 (41,288) (34,764)
Special environmental
charge 0 0 0 22,025 22,025
Equity income 0 0 0 0 0
Operating profit 115,540 119,173 94,364 22,460 351,537
Interest expense 37,299 34,203 32,223 29,938 133,663
Other (income) expense (4,973) (1,547) (3,100) (156,398) (166,018)
Earnings before income
taxes and extraordinary
loss 83,214 86,517 65,241 148,920 383,892
Income taxes 32,696 34,642 26,934 62,023 156,295
Earnings before
extraordinary loss $50,518 $51,875 $38,307 $86,897 $227,597
Earnings per share - Basic $0.40 $0.40 $0.30 $0.69 $1.79
Earnings per share - Diluted $0.39 $0.40 $0.29 $0.68 $1.76
Weighted average
shares - Basic 127,291 127,698 127,747 125,083 126,854
Weighted average
shares - Diluted 129,626 130,106 129,569 126,021 128,961
CK Witco Corporation
Unaudited Pro Forma Combined Statements of Operations
(in thousands except per share data)
Three Three Six
Months Months Months
Ended Ended Ended
March 1999 June 1999 June 1999
Net sales $891,066 $917,348 $1,808,414
Cost of products sold 595,763 599,910 1,195,673
Selling, general and administative 131,891 130,371 262,262
Depreciation and amortizaton 51,677 52,047 103,724
Research and development 29,578 26,982 56,560
Special items:
Restructuring charges 2,682 522 3,204
Equity income (7,055) (2,379) (9,434)
Operating profit 86,530 109,895 196,425
Interest expense 27,820 29,969 57,789
Other (income) expense (44,748) 58 (44,690)
Earnings before income taxes and
extraordinary loss 103,458 79,868 183,326
Income taxes 39,936 32,231 72,167
Earnings before extraordinary loss $63,522 $47,637 $111,159
Earnings per share - Basic 0.53 0.40 0.93
Earnings per share - Diluted 0.52 0.40 0.92
Weighted average shares - Basic 120,915 118,694 119,805
Weighted average shares - Diluted 122,516 120,032 121,274
CK Witco Corporation
Unaudited Statements of Operating Profit As Adjusted
For Deconsolidations, Sales of Businesses and Other Non Recurring Items
(in thousands)
Three Three Three Three
Months Months Months Months Fiscal
Ended Ended Ended Ended Year Ended
March 1998 June 1998 Sept 1998 Dec 1998 Dec 1998
Net sales $857,106 $867,313 $816,824 $770,231 $3,311,474
Cost of products sold 570,886 568,624 543,215 520,251 2,202,976
Selling, general
and administrative 116,550 118,644 114,206 126,606 476,006
Depreciation and
amortization 46,460 47,605 46,573 48,918 189,556
Research and
development 25,153 25,914 25,609 28,081 104,757
Equity income (6,719) (3,750) (510) (755) (11,734)
Operating profit $104,776 $110,276 $87,731 $47,130 $349,913
CK Witco Corporation
Unaudited Statements of Operating Profit As Adjusted
For Deconsolidations, Sales of Businesses
and Other Non Recurring Items
(in thousands)
Three Three Six
Months Months Months
Ended Ended Ended
March 1999 June 1999 June 1999
Net sales $823,006 $849,835 $1,672,841
Cost of products sold 544,941 549,237 1,094,178
Selling, general and administative 123,029 123,965 246,994
Depreciation and amortizaton 49,215 49,177 98,392
Research and development 27,480 25,237 52,717
Equity income (7,055) (2,379) (9,434)
Operating profit $85,396 $104,598 $189,994
CK WITCO CORPORATION
UNAUDITED NET SALES AND OPERATING PROFIT BY SEGMENT AS ADJUSTED
FOR DECONSOLIDATIONS, SALES OF BUSINESSES AND OTHER NON RECURRING ITEMS
(IN THOUSANDS OF DOLLARS)
Three Three Three Three
Months Months Months Months Fiscal
Ended Ended Ended Ended Year Ended
March 1998 June 1998 Sept 1998 Dec 1998 Dec 1998
NET SALES
Polymer Products
Polymer Additives $275,769 $273,949 $261,642 $249,859 $1,061,219
Polymers 76,052 77,280 73,074 74,600 301,006
Polymer Processing
Equipment 83,609 81,152 90,446 89,273 344,480
Total Polymer Products 435,430 432,381 425,162 413,732 1,706,705
Specialty Products
OrganoSilicones 114,304 114,662 105,397 108,681 443,044
Crop Protection 117,375 127,874 110,826 80,713 436,788
Other 189,997 192,396 175,439 167,105 724,937
Total Specialty Products 421,676 434,932 391,662 356,499 1,604,769
TOTAL NET SALES
AS ADJUSTED $857,106 $867,313 $816,824 $770,231 $3,311,474
OPERATING PROFIT
Polymer Products
Polymer Additives $35,791 $34,104 $26,416 $18,517 $114,828
Polymers 18,993 21,486 19,192 19,512 79,183
Polymer Processing
Equipment 10,642 10,078 12,368 13,565 46,653
Total Polymer Products 65,426 65,668 57,976 51,594 240,664
Specialty Products
OrganoSilicones 15,747 15,771 16,584 9,294 57,396
Crop Protection 31,907 36,964 22,567 1,836 93,274
Other 16,892 14,702 12,455 3,458 47,507
Total Specialty Products 64,546 67,437 51,606 14,588 198,177
Corporate including
amortization (25,196) (22,829) (21,851) (19,052) (88,928)
TOTAL OPERATING PROFIT
AS ADJUSTED $104,776 $110,276 $87,731 $47,130 $349,913
Three Three Six
Months Months Months
Ended Ended Ended
March 1999 June 1999 June 1999
SALES
Polymer Products
Polymer Additives $258,322 $263,078 $521,400
Polymers 78,735 79,410 158,145
Polymer Processing
Equipment 88,147 82,092 170,239
Total Polymer Products 425,204 424,580 849,784
Specialty Products
OrganoSilicones 114,989 115,248 230,237
Crop Protection 108,253 129,877 238,130
Other 174,560 180,130 354,690
Total Specialty Products 397,802 425,255 823,057
TOTAL NET SALES
AS ADJUSTED $823,006 $849,835 $1,672,841
OPERATING PROFIT
Polymer Products
Polymer Additives $22,762 $28,358 $51,120
Polymers 22,306 23,583 45,889
Polymer Processing
Equipment 11,170 5,731 16,901
Total Polymer Products 56,238 57,672 113,910
Specialty Products
OrganoSilicones 15,963 17,387 33,350
Crop Protection 28,080 38,993 67,073
Other 11,675 13,243 24,918
Total Specialty Products 55,718 69,623 125,341
Corporate including
amortization (26,560) (22,697) (49,257)
TOTAL OPERATING PROFIT
AS ADJUSTED $85,396 $104,598 $189,994
CK WITCO CORPORATION
RECONCILIATION OF UNAUDITED NET SALES AND OPERATING PROFIT (AS ADJUSTED FOR
DECONSOLIDATIONS, SALES OF BUSINESSES AND OTHER NON RECURRING
ITEMS) TO UNAUDITED PRO FORMA NET SALES AND OPERATING PROFIT
(IN THOUSANDS OF DOLLARS)
Three Three Three Three
Months Months Months Months Fiscal
Ended Ended Ended Ended Year Ended
March 1998 June 1998 Sept 1998 Dec 1998 Dec 1998
Net sales as adjusted $857,106 $867,313 $816,824 $770,231 $3,311,474
Deconsolidation of
seed treatment
and nitrile joint
ventures and sale
of specialty
ingredients business 75,058 56,684 46,074 38,260 216,076
Sale of a significant
portion of the
oleochemicals and
derivatives business 67,519 69,407 70,953 62,313 270,192
Pro forma net sales per
combined statements of
operations $999,683 $993,404 $933,851 $870,804 $3,797,742
Operating profit as
adjusted $104,776 $110,276 $87,731 $47,130 $349,913
Cost of products sold-
conversion from LIFO
to FIFO (Colors
Business) - - - (7,960) (7,960)
Facility closure costs - - - (33,600) (33,600)
Restructuring (charges)
credits (2,262) (2,781) (1,481) 41,288 34,764
Environmental charge - - - (22,025) (22,025)
Deconsolidation of seed
treatment and nitrile
joint ventures and sale
of specialty ingredients
business 9,207 6,261 2,707 1,423 19,598
Sale of a significant
portion of the
oleochemicals and
derivatives business 3,819 5,417 5,407 (3,796) 10,847
Pro forma operating
profit per combined
statements of
operations $115,540 $119,173 $94,364 $22,460 $351,537
Three Three Six
Months Months Months
Ended Ended Ended
March 1999 June 1999 June 1999
Net sales as adjusted $823,006 $849,835 $1,672,841
Deconsolidation of
seed treatment
and nitrile
joint ventures and
sale of specialty
ingredients
business - - -
Sale of a significant
portion of the
oleochemicals and
derivatives business 68,060 67,513 135,573
Pro forma net sales per
combined statements of
operations $891,066 $917,348 $1,808,414
Operating profit as
adjusted $85,396 $104,598 $189,994
Cost of products sold
conversion from LIFO
to FIFO - - -
Facility closure costs - - -
Restructuring (charges)
credits (2,682) (522) (3,204)
Environmental charge - - -
Deconsolidation of
seed treatment and
nitrile joint ventures
and sale of specialty
ingredients business - - -
Sale of a significant
portion of the
oleochemicals and
derivatives business 3,816 5,819 9,635
Pro forma operating
profit per combined
statements of
operations $86,530 $109,895 $196,425
