SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
One Station Place, Metro Center, Stamford, Connecticut 06902
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(Address of principal executive offices) (zip code)
(203) 353-5400
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(Registrant's telephone number, including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
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Effective September 1, 1999, each of Crompton & Knowles Corporation, a
Massachusetts corporation ("Crompton"), and Witco Corporation, a Delaware
corporation ("Witco"), merged with and into CK Witco Corporation, a Delaware
corporation and wholly-owned subsidiary of Crompton ("CK Witco"), pursuant to an
Agreement and Plan of Reorganization, dated as of May 31, 1999, as amended,
among Crompton, Witco and Park Merger Co. (now known as CK Witco) (the "Merger
Agreement"). Pursuant to the Merger Agreement, upon the effectiveness of the
mergers on September 1, 1999, each share of Crompton common stock, par value
$0.10 per share, was converted into one share of the common stock, par value
$0.01 per share, of CK Witco ("CK Witco Common Stock") and each share of Witco
common stock, par value $5.00 per share, was converted into the right to receive
.9242 share of CK Witco Common Stock, with cash in lieu of fractional shares.
CK Witco's Registration Statement on Form S-4 (Registration No.
333-83901), which was declared effective by the Securities and Exchange
Commission on July 29, 1999 (the "Registration Statement"), sets forth certain
information regarding the merger, Crompton, Witco and Park Merger Co.,
including, but not limited to, the date and manner of the merger, a description
of the assets involved, the nature and amount of consideration paid by CK
Witco therefor, the method used for determining the amount of such
consideration, the nature of any material relationships between Witco (and its
affiliates) and Crompton (and its affiliates) or CK Witco, the nature of the
business of Witco and Crompton and the intended use of the assets acquired in
the merger.
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Item 5. OTHER EVENTS
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A. Securities Exchange Act of 1934 Registration
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Pursuant to Rule 12g-3 of the General Rules and Regulations
("Rule 12g-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), shares of the common stock of CK Witco, as successor issuer to
Crompton, will be deemed registered for the purposes of Section 12(b) of the
Exchange Act.
B. Description of CK Witco Common Stock
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The authorized capital stock of CK Witco consists of: (a) 500,000,000
shares of CK Witco Common Stock, and (b) 250,000 shares of preferred stock of CK
Witco. The holders of CK Witco Common Stock will be entitled to receive
dividends as may be declared from time to time by the Board of Directors of CK
Witco (the "CK Witco Board") out of funds legally available for those dividends.
The holders of CK Witco's Common Stock will be entitled to one vote per share on
all matters submitted to a vote of stockholders and will not have cumulative
voting rights. Holders of CK Witco Common Stock will be entitled to receive,
upon any liquidation of CK Witco, all remaining assets available for
distribution to stockholders after satisfaction of CK Witco's liabilities and
the preferential rights of any preferred stock that may then be issued and
outstanding. The outstanding shares of CK Witco Common Stock are fully paid and
nonassessable. The holders of CK Witco Common Stock have no preemptive,
conversion or redemption rights. The transfer agent and registrar for CK Witco
common stock is ChaseMellon Shareholders Services L.L.C. CK Witco Common Stock
is listed on the New York Stock Exchange, Inc.
C. Adoption of Rights Plan
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On September 1, 1999, the CK Witco Board declared a dividend of one
preferred share purchase right ("Rights") on each share of CK Witco Common
Stock. A copy of the press release announcing the declaration of the Rights
dividend is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
- To be filed by amendment not later than 60 days after the date
of this initial report on Form 8-K
(b) Pro forma financial information.
- To be filed by amendment not later than 60 days after the date
of this initial report on Form 8-K
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated as of May
31, 1999, as amended, by and among Crompton & Knowles
Corporation, Witco Corporation and Park Merger Co.
(incorporated by reference to Appendix A to the Joint
Proxy Statement--Prospectus dated July 29, 1999
included in the Registration Statement of CK Witco
Corporation (Registration No. 333-83901)
99.1 Press Release dated September 3, 1999
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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 hereunder duly authorized.
CK WITCO CORPORATION
By: /s/ John T. Ferguson II
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Name: John T. Ferguson II
Title: Senior Vice President, General Counsel
and Secretary
Date: September 15, 1999
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EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization, dated as of May 31,
1999, as amended, by and among Crompton & Knowles Corporation,
Witco Corporation and Park Merger Co. (incorporated by
reference to Appendix A to the Joint Proxy
Statement--Prospectus dated July 29, 1999 included in the
Registration Statement of CK Witco Corporation (Registration
No. 333-83901)
99.1 Press Release dated September 3, 1999
Exhibit 99.1
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[CK WITCO LOGO]
Investors: Robert Harwood (203) 353-5437/573-3441
Rob Bennett (203) 552-2282
Media: Patricia McLean (203) 552-2273
For Immediate Release
CK WITCO CORPORATION DECLARES DIVIDEND
DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS
STAMFORD, CT, September 3, 1999--On September 1, 1999 the Board of Directors of
CK Witco declared a dividend distribution of one Preferred Share Purchase Right
on each outstanding share of CK Witco common stock.
Vincent A. Calarco, President and Chief Executive Officer of CK
Witco Corporation stated: "The Rights are designed to assure that all of CK
Witco's stockholders receive fair and equal treatment in the event of any
proposed takeover of the company and to guard against abusive tactics to gain
control of the company without paying all stockholders a premium for that
control. The Rights are not being adopted in response to any specific takeover
threat, but are a response to the general takeover environment."
The Rights are intended to enable all CK Witco stockholders to realize the
long term value of their investment in the company. The Rights will not
prevent a takeover, but should encourage anyone seeking to acquire CK Witco to
negotiate with the Board of Directors prior to attempting a takeover.
The Rights will be exercisable only if a person or group acquires 15% or
more of CK Witco's common stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 15% or more of the
common stock. The Board of Directors is also authorized to reduce the 15%
threshold to not less than 10%. Each Right will entitle stockholders to buy
one one-hundredth of a share of a new series of junior participating
preferred stock at an exercise price of $100.
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.
