SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
CK Witco Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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(4) Date Filed:
Preliminary Copies - Filed Pursuant to Regulation 14a-6(a)
Logo CK WITCO
CORPORATION
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of CK Witco Corporation to be held at 11:15
a.m. on Tuesday, April 25, 2000, at The Rye Town Hilton,
Rye Brook, New York.
Information about the business of the meeting and the
nominees for election as members of the Board of Directors
is set forth in the formal meeting notice and Proxy
Statement on the following pages. This year you are asked
to elect eight directors, to approve a change of name of
the Corporation, and to ratify the Board of Directors'
selection of an independent auditor for the fiscal year
ending December 31, 2000.
It is important that your shares be represented at the
meeting. Whether or not you plan to attend the session in
person, we hope that you will vote on the matters to be
considered and sign, date and return your proxy in the
enclosed envelope as promptly as possible.
The Company's fiscal year 1999 Annual Report is being
mailed to stockholders herewith, but it is not part of the
proxy solicitation material.
Respectfully yours,
Vincent A. Calarco
Chairman, President &
Chief Executive Officer
March , 2000
_________________________________________________________
Notice of 2000 Annual Meeting of the Stockholders
_________________________________________________________
To the Stockholders:
The 2000 annual meeting of the stockholders of CK
Witco Corporation will be held at The Rye Town Hilton, Rye
Brook, New York on Tuesday, April 25, 2000, at 11:15 a.m.
in the morning, local time, to consider and act upon the
following matters:
1. The election of eight directors to be divided into
three classes to serve for terms expiring in 2001, 2002 and
2003, described beginning on page 1 of the Proxy Statement
which follows;
2. A proposal to approve and adopt an amendment to
the Corporation's Restated Certificate of Incorporation to
change the name of the Corporation to Crompton Corporation,
described beginning at page __;
3. A proposal to ratify the selection by the Board of
Directors of an independent auditor for 2000, described
beginning at page __; and
4. Such other business as may properly come before
the meeting.
Your attention is directed to the accompanying Proxy
Statement for additional information with respect to the
matters to be considered at the meeting.
Stockholders of record at the close of business on
February 25, 2000, are entitled to notice of the annual
meeting and may vote at the meeting and any adjournment
thereof. We urge you to date, sign and return the enclosed
proxy promptly whether or not you plan to attend the annual
meeting. If you attend the meeting, you may still vote
your shares in person, if you wish.
By Order of the Board of Directors,
JOHN T. FERGUSON II
Secretary
March , 2000
CK Witco Corporation, One American Lane, Greenwich, CT 06831
PROXY STATEMENT
CK Witco Corporation (the "Corporation") is a Delaware
corporation formed by the merger of Crompton & Knowles
Corporation ("Crompton & Knowles"), a Massachusetts
corporation, and Witco Corporation ("Witco"), a Delaware
corporation, effective September 1, 1999.
This statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the
Corporation (the "Board" or the "Board of Directors") for
use at the annual meeting of the stockholders of the
Corporation to be held on April 25, 2000, at The Rye Town
Hilton, Rye Brook, New York, and at any adjournment
thereof.
Holders of Common Stock of the Corporation of record
at the close of business on February 25, 2000, the record
date, are entitled to notice of and to vote at the meeting
and any adjournment thereof. On the record date, there
were outstanding and entitled to vote 114,004,574 shares of
Common Stock, each of which is entitled to one vote. The
Corporation has no other voting securities issued and
outstanding.
If a stockholder is participating in the Corporation's
Dividend Reinvestment Plan, the shares held in a person's
account under the Plan will be voted automatically in the
same way that such person's shares held of record are
voted.
Any stockholder giving a proxy may revoke it by
executing another proxy bearing a later date or by
notifying the Secretary in writing at any time prior to the
voting of the proxy. Mere attendance at the annual meeting
does not revoke a proxy.
The Corporation's annual report for the fiscal year
ended December 31, 1999, accompanies this Proxy Statement.
It is not proxy soliciting material, nor is it incorporated
herein by reference.
This Proxy Statement and the enclosed form of proxy
are first being sent to stockholders on or about March
[___], 2000.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following persons were known to the Board of
Directors to be the beneficial owner of more than 5% of the
Corporation's outstanding voting securities as of December
31, 1999:
Common Capital Research and 11,015,420 1 9.26%
Management Company
333 South Hope Street
Los Angeles, CA 90071
Barrow, Hanley, Mewhinney 9,753,753 2 8.20%
& Strauss, Inc.
3232 McKinney Avenue
Dallas, TX 75204
Fidelity Management 6,465,543 3 5.44%
& Research
82 Devonshire Street
Boston, MA 02109
Vanguard Windsor Funds -
Vanguard Windsor 6,238,569 4 5.25%
II Fund
P.O. Box 2600
Valley Forge, PA 19482
________________________________
(1) Capital Research and Management Company has advised that
they have sole dispositive power for 11,015,420 shares. Capital
Research and Management Company disclaims beneficial ownership
of all shares pursuant to Rule 13d-4.
(2) Barrow, Hanley, Mewhinney & Strauss, Inc. has advised that
they have sole voting power for 2,009,385 shares, shared voting
power for 7,744,368 shares and sole dispositive power for
9,753,753 shares.
(3) Fidelity Management & Research has advised that they have
sole voting power for 1,024,381 shares and sole dispositive
power for 6,465,543 shares.
(4) Vanguard Windsor Funds - Vanguard Windsor II Fund has
advised that they have sole voting power for 6,238,569 shares
and shared dispositive power for 6,238,569.
ELECTION OF EIGHT DIRECTORS
The By-Laws of the Corporation provide for a board of
directors of not less than eight nor more than fifteen
directors, as determined from time to time by a resolution of
the Board, divided into three classes. Directors of one class
are elected each year for a term of three years except in the
initial year of classification of the Board when Class I
directors are elected for a term of one year, Class II directors
are elected for a term of two years and Class III directors are
elected for a term of three years. There are currently eleven
directors in office, three of whom are standing for election as
Class I directors whose term will expire at the 2001 annual
meeting, two of whom are standing for election as Class II
directors whose term will expire at the 2002 annual meeting, and
three of whom are standing for election as Class III directors
whose term will expire at the 2003 annual meeting. All
directors so elected will continue to serve until their
respective successors are elected and have qualified. All
nominees are members of the present Board who have served as
directors since the dates set forth after their names. If any
of the nominees are not available, an event not anticipated, the
proxies will be voted for the other nominees and for a
substitute if any is designated by the Board of Directors. Mr.
James A. Bitonti and Dr. Nicholas Pappas will reach age 70
during the fiscal year, the normal retirement age for directors,
and Mr. Simeon Brinberg, who is not standing for election, will
retire from the Board effective on the date of the 2000 annual
meeting.
Nominees For Director
Class I (to serve until the annual meeting of stockholders
in 2001)
Leo I. Higdon, Jr., 53, is the President of Babson College,
Babson Park, MA, and a former Dean of the Darden Graduate School
of Business Administration of the University of Virginia,
Charlottesville, VA. Mr. Higdon is also a former Managing
Director and member of the Executive Committee of Salomon Smith
Barney, an investment banking firm, New York, NY. Mr. Higdon
has been a director of the Corporation since 1999 and was a
director of Crompton & Knowles from 1993 to 1999. Mr. Higdon is
Chairman of the Finance and Pension Committee. He also serves
as a director of Bestfoods, Newmont Mining Corporation and Eaton
Vance Corp.
C. A. (Lance) Piccolo, 59, is President and Chief Executive
Officer of HealthPic Consultants, Inc., a strategic health-care
consulting firm, Lincolnshire, IL. Prior to the merger of
Caremark International Inc. and MedPartners/Mullikin, Inc., he
was the Chairman and Chief Executive Officer of Caremark
International Inc., a provider of alternate-site health-care
services, North Brook, IL. He is former Executive Vice
President of Baxter International Inc., a supplier of health-
care products, Deerfield, IL. Mr. Piccolo has been a director
of the Corporation since 1999 and was a director of Crompton &
Knowles from 1988 to 1999. Mr. Piccolo is a member of the Audit
and Safety, Health and Environment Committees. He also serves as
a director and Vice Chairman of the Board of MedPartners, Inc.
Bruce F. Wesson, 57, is President of Galen Associates, a
health care venture firm, New York, NY and a General Partner of
Galen Partners L.P., New York, NY. Prior to January 1991, he was
Senior Vice President and Managing Director of Smith Barney,
Harris Upham & Co. Incorporated, an investment banking firm, New
York, NY. Mr. Wesson has been a director of the Corporation
since 1999 and was a director of Witco from 1980 to 1999. Mr.
Wesson is Chairman of the Audit Committee. He also serves as a
director of Halsey Drug Co., Inc.
Class II (to serve until the annual meeting of stockholders
in 2002)
Robert A. Fox, 62, is President and Chief Executive Officer
of Foster Farms, a privately held, integrated poultry company,
Livingston, CA. He is former Executive Vice President of
Revlon, Inc., a cosmetics, fragrances and toiletries
manufacturer, New York, NY; and former Chairman and Chief
Executive Officer of Clarke Hooper America, an international
marketing services firm, Irvine, CA. Mr. Fox has been a
director of the Corporation since 1999 and was director of
Crompton & Knowles from 1990 to 1999. Mr. Fox is a member of
the Audit and Safety, Health and Environment Committees. He
also serves as a director of the American Balanced Fund,
Fundamental Investors, the Growth Fund of America, Inc., the
Income Fund of America, Inc., the New Perspective Fund and the
New World Fund, Inc. He also serves as a trustee of the Euro-
Pacific Growth Fund.
Harry G. Hohn, 68, was Chairman of the Board and Chief
Executive Officer of New York Life Insurance Company, New York,
NY from 1990 to 1997. Mr. Hohn has been a director of the
Corporation since 1999 and was a director of Witco from 1989 to
1999. Mr. Hohn is a member of the Finance and Pension and
Organization, Compensation and Governance Committees. He also
serves as a director of New York Life Insurance Company and The
Mainstay Funds.
Class III (to serve until the annual meeting of
stockholders in 2003)
Vincent A. Calarco, 57, is President and Chief Executive
Officer of the Corporation and was named Chairman of the Board
in November 1999. Prior to the merger of Crompton & Knowles and
Witco, Mr. Calarco served as Chairman of the Board, President
and Chief Executive Officer of Crompton & Knowles. Mr. Calarco
has been a director of the Corporation since 1999 and was a
director of Crompton & Knowles from 1985 to 1999. He also
serves as a director of Rhodia, S.A.
Roger L. Headrick, 63, is the Managing General Partner of
HMCH Ventures, an investment company, Wayzata, MN, the President
and Chief Executive Officer of ProtaTek International, Inc., a
biotechnical animal vaccine company, St. Paul, MN and the
President and Chief Executive Officer of New Biotics, Inc., a
cancer research and development company, San Diego, CA. Mr.
Headrick is the former President and Chief Executive Officer of
the Minnesota Vikings Football Club, Inc., Eden Prairie, MN.
Mr. Headrick has been a director of the Corporation since 1999
and was a director of Crompton & Knowles from 1988 to 1999. Mr.
Headrick is a member of the Finance and Pension Committee and
Organization, Compensation and Governance Committees. He also
serves as a director of Caremark Rx, Inc.
Patricia K. Woolf, Ph.D., 65, is a private investor, and
lecturer in the Department of Molecular Biology, Princeton
University, Princeton, NJ. Dr. Woolf has been a director of the
Corporation since 1999 and was a director of Crompton & Knowles
from 1994 to 1999. Dr. Woolf is a member of the Audit and
Safety, Health and Environment Committees. She also serves as a
director of the American Balanced Fund, Fundamental Investors,
the Growth Fund of America, Inc., the Income Fund of America,
Inc., Smallcap World Fund, Inc., General Public Utilities
Corporation and the National Life Holding Co. Dr. Woolf also
serves as a trustee of the New Economy Fund.
The affirmative vote of the holders of a plurality of the
shares that are present in person or represented by proxy at the
meeting is required to elect directors.
The Board of Directors recommends a vote FOR the election
as directors of the persons named herein, and proxies will be so
voted unless stockholders specify to the contrary in their
proxies or specifically withhold authority to vote for any
individual nominee.
Board Meetings and Committees
The Board of Directors held one regular and one special
meeting during 1999. Each incumbent director attended at least
75% of the aggregate number of meetings held during 1999 by the
Board of Directors, the board of directors of the respective
predecessor corporation on which the director served, and those
of both boards of directors' committees on which they served.
The Board has established four committees to assist it in
the discharge of its responsibilities. The Audit Committee, no
member of which is an employee of the Corporation, meets
periodically with the Corporation's management to review the
Corporation's major financial risk exposures and with the
independent auditor to review the scope of the annual audit and
the policies relating to internal auditing procedures and
controls, provides general oversight with respect to the
accounting principles employed in the Corporation's financial
reporting, and reviews the Corporation's annual report on Form
10-K prior to its filing. The Audit Committee also recommends
to the Board each year the selection of the auditor, evaluates
the auditor's performance, has responsibility for approving
professional non-audit services provided by the independent
auditor, considers the possible effect of providing such
non-audit services on the auditor's independence, and reviews
the range of fees of the auditor for both audit and non-audit
services. The Audit Committee held two meetings during 1999.
The Crompton & Knowles Audit Committee met once during 1999.
The Organization, Compensation and Governance Committee
comprises directors who are not employees of the Corporation.
Its functions include approval of the level of compensation for
executive officers serving on the Board, adoption of bonus and
deferred compensation plans and arrangements for executive
officers, and the administration of the Corporation's
compensation plans. The Organization, Compensation and
Governance Committee also makes recommendations with respect to
the organization, size and composition of the Board, identifies
suitable candidates for Board membership and reviews their
qualifications, proposes a slate of directors for election by
the stockholders at each annual meeting, and assists the Board
in providing for orderly succession in the top management of the
Corporation. The Organization, Compensation and Governance
Committee held one meeting in 1999. The Executive Compensation
Committee of Crompton & Knowles met twice and the Nominating
Committee of Crompton & Knowles met once during 1999.
The Finance and Pension Committee comprises directors who
are not employees of the Corporation. The Committee has the
authority, which it may exercise when the Board is not in
session, to approve certain debt financings and reviews and
makes recommendations to the Board regarding the issuance or
reacquisition of securities, major debt financings, capital
expenditures, acquisitions, divestitures and other expenditures,
dividend policy, management of pension assets, and risk
management policy and strategy. The Finance and Pension
Committee held one meeting in 1999. The Finance Committee of
Crompton & Knowles did not meet in 1999.
The Safety, Health and Environment Committee comprises
directors who are not employees of the Corporation. The
Committee provides guidance to and oversight of management with
respect to safety, health and environmental matters including
the review of the Corporation's safety, health and environmental
performance, policies, standards, procedures, management systems
and strategic plans. The Committee also recommends actions and
policies that will enable the Corporation to achieve a high
level of safety, health and environmental performance compared
with its peers in the chemical industry and to maintain good
relations with the Corporation's neighbors. The Safety, Health
and Environment Committee held one meeting in 1999.
Compensation of Directors
Directors who are employees of the Corporation receive no
additional compensation for services on the Board of Directors.
Members of the Board who are not employees receive an annual
retainer of $35,000 (committee chairmen receive an additional
retainer of $5,000) and a fee of $12,000 for Board and committee
meeting service, and are reimbursed for expenses incurred in
attending meetings. The Corporation provides accidental death
and travel insurance coverage for each non-employee director.
Each year non-employee directors may elect to defer all or
any portion of their retainers and fees in the form of shares of
CK Witco Common Stock.
The CK Witco Corporation 1998 Long Term Incentive Plan
provides for the issuance to non-employee directors on the date
of the first meeting of the Board in the fourth quarter of each
year of an option to purchase up to 7,500 shares of the
Corporation's Common Stock. The exercise price of the options
may not be less than the fair market value of the Corporation's
Common Stock on the grant date. The options to be granted under
the plan are non-qualified options not intended to qualify as
incentive stock options under the Internal Revenue Code of 1986,
and may not be exercisable more than 10 years and one month
after the date of grant.
Stockholder Nominations
The Organization, Compensation and Governance Committee
will consider qualified candidates proposed by stockholders for
Board membership in accordance with the procedure set forth in
the By-Laws. Any stockholder entitled to vote in the election
of directors may nominate one or more persons for election as a
director at a meeting if written notice of such stockholder's
intent to make such nomination or nominations has been given,
either by personal delivery or by mail, postage prepaid, to the
Secretary of the Corporation not later than 90 days prior to the
anniversary date of the immediately preceding annual meeting or
the close of business on the tenth day following the date on
which notice of such meeting is first given to stockholders,
whichever is earlier. Notwithstanding the foregoing sentence,
in the event that the number of directors to be elected to the
Board is increased and there is no public announcement by the
Corporation naming all of the nominees or specifying the size of
the increased Board at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice shall also be considered timely, but only
with respect to nominees for new positions created by such
increase, if delivered to the Secretary not later than the close
of business on the tenth day following the day on which such
public announcement is first made by the Corporation. Each such
notice shall set forth (i) the name and address of the
stockholder who intends to make the nomination and of the person
or persons to be nominated; (ii) a representation that the
stockholder is a holder of record of stock of the Corporation
entitled to vote at such meeting having a value of at least
$1,000 and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
stockholder; (iv) such other information regarding each nominee
proposed by such stockholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (v) the consent of each
nominee to serve as a director of the Corporation, if so
elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
SECURITY OWNERSHIP OF MANAGEMENT
The nominees for director and the executive officers of the
Corporation have advised that they were directly or indirectly
the beneficial owners of outstanding Common Stock of the
Corporation at the close of business on February 25, 2000, as
set forth below, in each case representing less than one percent
of such shares outstanding except as otherwise indicated.
Amount and
Nature of
Title Name of Beneficial Beneficial Percent
of Class Owner Ownership(1) Of Class
Common Vincent A. Calarco...... 2,412,721 (2) 2.1%
Common James A. Bitonti........ 54,100 (3) *
Common Simeon Brinberg......... 13,436 (4) *
Common Robert A. Fox........... 84,104 (5) *
Common Roger L. Headrick....... 103,388 (6) *
Common Leo I. Higdon, Jr....... 31,713 (7) *
Common Harry G. Hohn........... 17,430 (8) *
Common Nicholas Pappas......... 9,117 (9) *
Common C.A. (Lance) Piccolo.... 40,081 (10) *
Common Bruce F. Wesson......... 18,026 (11) *
Common Patricia K. Woolf....... 27,345 (12) *
Common Joseph B. Eisenberg..... 301,304 (13) *
Common Alfred F. Ingulli....... 495,823 (14) *
Common Charles J. Marsden...... 526,515 (15) *
Common William A. Stephenson... 250,557 (16) *
Common Directors and Executive
Officers as a Group
(26 persons)............ 5,918,925 (17) 5.1%
_______________________________________________________________
*Less than one percent
(1) Except as noted below, the executive officers and directors
have both sole voting and sole investment power over the shares
reflected in this table.
(2) Includes 1,142,262 shares which Mr. Calarco had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; 648,411 shares held under the 1988 Plan and
the CK Witco Corporation Employee Stock Ownership Plan (the
"ESOP"), as to which he has voting but, except with respect to
47,639.85 shares in the ESOP, no investment power; 23,170.98
shares through the Dividend Reinvestment Plan ("DRIP"); 1,918
shares through the BEP Trust; 58,872 shares owned by his wife
and 29,833 shares held in trust for their children, as to which
he disclaims beneficial ownership.
(3) Includes 18,290 shares which Mr. Bitonti had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; and 15,998 shares held under the Restricted
Stock Plan for Directors; 4,800 shares owned by his wife, as to
which he disclaims beneficial ownership; 2,778 shares held in a
Directors' Rabbi Trust Account; 1,033.86 shares through DRIP and
11,200 shares held jointly with his wife.
(4) Includes 10,479 shares which Mr. Brinberg acquired through
deferred compensation and deposited into a Directors' Rabbi
Trust account.
(5) Includes 18,290 shares which Mr. Fox had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; and 13,952 shares held under the Restricted
Stock Plan for Directors; 66.44 shares through the DRIP and
4,234 shares held through a Directors' Rabbi Trust account.
(6) Includes 18,290 shares which Mr. Headrick had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; and 15,677 shares held under the Restricted
Stock Plan for Directors; 987.70 shares through the DRIP and
4,433 shares held through a Directors' Rabbi Trust account.
(7) Includes 17,448 shares which Mr. Higdon had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; and 2,727 shares held under the Restricted
Stock Plan for Directors; 49.35 shares through the DRIP and
4,489 shares held through a Directors' Rabbi Trust account.
(8) Includes 16,497 shares which Mr. Hohn acquired through
deferred compensation and deposited into a Directors' Rabbi
Trust.
(9) Includes 8,193 shares which Mr. Pappas acquired through
deferred compensation and deposited into a Directors' Rabbi
Trust account.
(10) Includes 18,290 shares which Mr. Piccolo had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; and 14,139 shares held under the Restricted
Stock Plan for Directors; 869.15 shares held through the DRIP
and 4,383 shares held through a Directors' Rabbi Trust account.
(11) Includes 14,791 shares which Mr. Wesson acquired through
deferred compensation and deposited into a Directors' Rabbi
Trust account.
(12) Includes 16,515 shares which Dr. Woolf had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; 6,288 shares held under the Restricted Stock
Plan for Directors; 158.60 shares held through the DRIP and
4,383 shares held through a Directors' Rabbi Trust account.
(13) Includes 242,485 shares which Dr. Eisenberg had the right
to acquire through stock options exercisable within 60 days of
February 25, 2000; 11,108.86 shares held under the 1988 Plan and
the ESOP, as to which he has voting but, except with respect to
249.55 shares in the ESOP, no investment power.
(14) Includes 361,231 shares which Mr. Ingulli had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; 11,235.68 shares held under the 1988 Plan and
the ESOP as to which he has voting but, except with respect to
376.47 shares in the ESOP, no investment power.
(15) Includes 209,825 shares which Mr. Marsden had the right to
acquire through stock options exercisable within 60 days of
February 25, 2000; 90,659.75 shares held under the 1988 Plan and
the ESOP, as to which he has voting but, except with respect to
11,491.30 shares in the ESOP, no investment power; and 45,500
shares owned by his wife as to which he disclaims beneficial
ownership.
(16) Includes 196,293 shares which Mr. Stephenson had the right
to acquire through stock options exercisable within 60 days of
February 25, 2000 and 11,215 shares held under the 1988 Plan and
the ESOP as to which he has voting but, except with respect to
356.33 shares in the ESOP, no investment power.
(17) Includes 3,096,540 shares which the executive officers and
directors in the group had the right to acquire through stock
options exercisable within 60 days of February 25, 2000;
1,160,434.44 shares held under the 1988 Plan and the ESOP, as to
which they have voting but, except with respect to 227,478.81
shares in the ESOP, no investment power; 29,660.69 shares under
the DRIP; 141,606.46 shares owned by wives and in trusts for
sons, as to which beneficial ownership is disclaimed; 11,200
shares jointly with wives and 102,953 shares through a
Directors' Rabbi Trust accounts.
REPORT OF THE COMMITTEE ON EXECUTIVE COMPENSATION
Executive Compensation Philosophy
The compensation program for the Corporation's executive
officers is administered in accordance with a pay for
performance philosophy to link executive compensation with the
values, objectives, business strategy, management initiatives
and financial performance of the Corporation. In addition, a
significant portion of each executive officer's compensation is
contingent upon the creation of shareholder value.
The Organization, Compensation and Governance Committee of
the Board (the "Committee") believes that stock ownership by
management and restricted stock-based performance compensation
plans serve to align the interests of management and other
stockholders in the enhancement of shareholder value. To that
end, executive officers are encouraged to retain the shares they
earn through the compensation programs and are given the
opportunity to defer payments into shares of common stock that
will not be paid out until they retire from the company.
The Compensation of the Corporation's executive officers is
comprised of cash and equity components and is designed to be
competitive and highly leveraged based upon corporate financial
performance and shareholder returns. The compensation program
provides an opportunity to earn compensation in the third
quartile within the chemical industry as well as within a
broader group of companies of comparable size and complexity.
Actual compensation levels may be greater or less than
competitive levels in surveyed companies based upon annual and
long-term performance of the Corporation as well as individual
performance. Several performance measures are used for
compensation purposes for the Corporation's executive officers
and heads of the businesses. Primary measures used in the
annual and long-term incentive programs include earnings growth
and return on capital, with executives also linked to
shareholder return through stock options and restricted
performance share awards.
Base Salaries
Base salary ranges at the median to 75th percentile levels
for executive officers are determined after reviewing data from
several national surveys on salaries for executives at broad
groups of companies of similar size and complexity.
Management Incentive Plan
Annual incentives are paid under the Corporation's
Management Incentive Plan. Target and maximum incentives
(currently at 175% of target) are set to offer executive
officers an opportunity to earn annual compensation at the 75th
percentile levels if high levels of performance are met.
Stock Options and Performance Shares
Long-term incentives at the Corporation consist of annual
grants of stock options and periodic grants of restricted
performance shares that will be earned over a multi-year period
based on goals selected by the Committee out of those approved
under the 1998 Long-Term Incentive Plan. Awards are divided
evenly in value between stock options and restricted performance
shares and are set at levels designed to offer opportunities at
the 75th percentile.
Stock Ownership
The Corporation has adopted stock ownership goals for its
executive officers, which range from five times salary for the
CEO to two times salaries for the remaining officers. Total
stock ownership for this group as of February 25, 2000, is
2,446,310 shares.
Tax Deductibility of Executive Compensation
The Committee's policy on the tax deductibility of
compensation is to maximize deductibility to the extent possible
without abdicating all of its discretionary power. To this end,
the Committee has submitted complying plans to shareholders;
however, the Committee has occasionally taken actions that
result in non-deductible compensation and may do so again in the
future when it determines that such actions are in the
Corporation's best interests.
Special Actions for 1999
The Committee took several special actions in conjunction
with the completion of the merger with Witco Corporation in
September 1999. Those actions included the grant of stock
option awards to a broad group of employees, the adoption of a
plan that provides for stock awards if specified cost savings
are realized through merger synergies, the termination of a
previously approved Crompton & Knowles long term incentive
program, and adjustments to compensation levels for those with
increased responsibilities after the merger.
Compensation of Chief Executive Officer
In 1999, the base salary, incentive compensation, stock
option and restricted stock awards for the Chief Executive
Officer were determined by the Board of Directors based on the
recommendations of the Committee using the principles outlined
above. At the time of the merger with Witco Corporation, the
CEO's base salary was increased from $780,000 to $810,000.
Subsequently, his base salary was increased from $810,000 to
$825,000 effective February 1, 2000. For 1999, the CEO was
awarded a bonus of $405,000 in recognition of his efforts in
concluding the merger with Witco. On October 19, 1999, he was
granted a stock option award of 800,000 shares, which was a
combination award for the regular annual award and for
concluding the merger. In October he was granted a "Synergy
Performance Award" with an opportunity to earn 500,000 shares of
restricted stock, or the cash equivalent, upon the achievement
of specified synergy savings relating to the merger. Any award
so earned would be payable over a three-year period following
independent certification of the results.
Organization, Compensation and Governance Committee
Decisions on compensation of the Corporation's executive
officers are made by the Organization, Compensation and
Governance Committee, a committee of the Board of Directors
composed of the persons listed below, all of whom are non-
employee directors. The Committee has retained an independent
executive compensation consultant who has access to independent
compensation data to evaluate the Corporation's executive
compensation program.
James A. Bitonti, Chairman
Roger L. Headrick
Harry G. Hohn
Notwithstanding anything to the contrary set forth in any
of the Corporation's previous filings under the Securities Act
of 1933 or the Securities Exchange Act of 1934 (the "Exchange
Act") that might incorporate future filings, including this
Proxy Statement, in whole or in part, the foregoing Report of
the Organization, Compensation and Governance Committee and the
following Performance Graph shall not be deemed incorporated by
reference into any such filings.
PERFORMANCE GRAPH
The following graph compares the cumulative total return on
the Common Stock of the Corporation for the last five fiscal
years with the returns on the Standard & Poor's 500 Stock Index
and the Chemicals (Specialty)-500 Index, assuming the investment
of $100 in the Corporation's Common Stock, the S&P 500 Index and
the Chemicals (Specialty)-500 Index on December 31, 1994, and
the reinvestment of all dividends.
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN AMONG CK WITCO CORP,
S&P 500, & CHEMICALS (SPECIALTY)-500
[GRAPH]
$450 CK WITCO CORP
S&P 500
$350 CHEMICALS (SPECIALTY)-500
$250
$150
$50
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
12/31/94 12/31/95 12/31/96
CK WITCO CORP $100.0 $ 84.3 $124.7
S&P 500 $100.0 $137.5 $169.1
CHEMICALS (SPECIALTY)-500 $100.0 $131.4 $134.9
12/31/97 12/31/98 12/31/99
CK WITCO CORP $172.0 $135.8 $ 87.6
S&P 500 $225.5 $290.0 $351.0
CHEMICALS (SPECIALTY)-500 $167.0 $142.2 $157.4
Note: Assumes and Initial Investment of $100 on December 31,
1994. Total return includes reinvestment of dividends.
The Chemicals (Specialty)-500 Index companies are as
follows: Ecolab Inc., W.R. Grace & Co., Great Lakes Chemical
Corporation, Hercules, Inc., International Flavors & Fragrances
Inc. and Sigma-Aldrich Corporation.
EXECUTIVE COMPENSATION
The following tables set forth information concerning
compensation paid or to be paid to the chief executive officer
of the Corporation and each of the four most highly compensated
executive officers of the Corporation other than the chief
executive officer, for services to the Corporation in all
capacities during 1997, 1998 and 1999, except as noted, and
options granted to and exercised by the same individuals during
the period indicated.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
Restricted Securities All Other
Name and Stock Underlying Compen-
Principal Salary Bonus Awards Options sation
Position Year ($) ($) ($)(1)(2) (#) ($)(3)
Vincent A.
Calarco 1999 787,500 405,000 - 800,000 152,905
Chairman of
the Board, 1998 748,333 750,000 - 250,000 170,750
President
and CEO 1997 727,500 800,000 - 120,000 137,271
Charles J.
Marsden 1999 330,000 95,000 - 200,000 59,017
Senior Vice
President 1998 315,000 180,000 - 75,000 60,154
Strategy &
Development 1997 300,000 180,000 - 30,000 52,649
Alfred F.
Ingulli 1999 312,917 100,000 - 100,000 45,952
Exec. Vice
President, 1998 287,500 100,000 - 50,000 30,588
Crop
Protection 1997 271,667 180,000(4) - 20,000 27,853
William A.
Stephenson 1999 266,333 142,500 - 100,000 23,613
Exec. Vice
President, 1998 257,000 85,000 - 40,000 12,975
Urethanes &
Petroleum 1997 246,833 170,000(4) - 20,000 24,113
Additives
Joseph B.
Eisenberg 1999 294,583 100,000 - 200,000 43,873
Exec. Vice
President, 1998 261,250 130,000 - 50,000 20,881
Polymer
Additives 1997 246,000 145,000(4) - 20,000 21,395
(1) Total restricted stock outstanding for the persons shown in
the table at the end of fiscal year 1999: Vincent A. Calarco,
486,245 shares valued at $6,503,527, of which 342,245 shares
valued at $4,577,527 are forfeitable; Charles J. Marsden,
128,900 shares valued at $1,724,038, of which 84,900 shares
valued at $1,135,538 are forfeitable; Alfred F. Ingulli, 31,500
shares valued at $421,313, all of which shares are forfeitable;
William A. Stephenson, 31,500 shares valued at $421,313, all of
which shares are forfeitable; and Joseph B. Eisenberg, 31,500
shares valued at $421,313, all of which shares are forfeitable.
Dividends are paid on restricted shares from the date of grant
but do not vest and are not distributed until the underlying
shares are distributed.
(2) At the time of the merger, a Crompton & Knowles Long Term
Incentive Plan for the period 1999-2001 was terminated. Upon the
termination of the plan, the following payments were made to the
individuals identified in the table. Vincent A. Calarco
$5,243,907, Charles J. Marsden $728,320, Alfred F. Ingulli
$154,492, William A. Stephenson $220,703, and Joseph B.
Eisenberg $463,477. These amounts are not included in the table
above.
(3) Includes the following amounts paid during 1999 under the
Corporation's Supplemental Medical and Dental Reimbursement
Plans (the "SMD"), The Uniroyal Age Supplement ("AS"), the
Uniroyal Chemical split dollar life insurance plan (the "SDP"),
the Uniroyal Excess Cap Program (the "ECAP") or as employer
contributions under the Corporation's employee Stock Ownership
Plan (ESOP) and Individual Account Retirement Plan (IARP) (with
that portion of the ESOP and IARP contributions in excess of the
Section 401(k) and Section 415 limitations having been paid into
the Corporation's Benefit Equalization Plan): Mr. Calarco,
$4,017 (SMD), $47,700 (ESOP), $73,575 (IARP); Mr. Marsden,
$1,500 (SMD), $17,000 (ESOP), $25,975 (IARP); Mr. Ingulli,
$12,787 (AS), $7,788 (SDP), $9,377 (ECAP), $6,400 (ESOP), $9,600
(IARP); Mr. Stephenson, $3,628 (AS), $4,353 (ECAP), $6,032
(ESOP), $9,600 (IARP); and Dr. Eisenberg, $13,163 (AS), $3,610
(SDP), $9,653 (ECAP), 4,265 (ESOP), $9,600 (IARP).
(4) Bonus applies to five quarters including fourth quarter
1996.
Option Grants In Last Fiscal Year(1)
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
Percent
Number of Total
of Options
Securities Granted to
Underlying Employees Exercise Expir-
Options in Fiscal Price ation
Name Granted(#) Year ($/Sh) Date 5%($) 10%($)
V.A.
Calarco 788,015 (2) 18.24% 8.34375 11/19/09 4,134,982 10,478,857
11,985 (3) 0.28% 8.34375 10/19/09 62,889 159,374
C.J.
Marsden 188,015 (2) 4.35% 8.34375 11/19/09 986,579 2,500,184
11,985 (3) 0.28% 8.34375 10/19/09 62,889 159,374
A.F.
Ingulli 100,000 (2) 2.31% 8.34375 11/19/09 524,734 1,329,779
W. A.
Stephenson 88,015 (2) 2.04% 8.34375 11/19/09 461,845 1,170,405
11,985 (3) 0.28% 8.34375 10/19/09 62,889 159,374
J.B.
Eisenberg 188,015 (2) 4.35% 8.34375 11/19/09 986,579 2,500,184
11,985 (3) 0.28% 8.34375 10/19/09 62,889 159,374
(1) An option entitles the holder to purchase one share of the
Common Stock of the Corporation at a purchase price equal to the
fair market value of the Corporation's Common Stock on the
date of grant of all of the options shown in the table. All
options are subject to expiration prior to the dates shown in
the table in case of death or termination of employment. The
purchase price for stock on the exercise of options may be paid
in cash or in shares of the Corporation's Common Stock already
owned by the option holder, or by a combination thereof. In the
event of a change in control of the Corporation, all of the
options shown in the table will immediately become exercisable.
(2) Non-qualified options. Vest on 10/19/2000, 10/19/2001,
10/19/2002; except Mr. Ingulli's which vest on 10/19/2000 and
10/19/2001.
(3) Incentive Stock options. All vest on 10/19/2002.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexer- In-the-Money Options
cised Options at at FY-End($)
FY-End(#) 12/31/99 - FMV $13.53125
Shares Value
Acquired on Realized Exercis- Unexer- Exercis- Unexer-
Name Exercise (#) ($)(2) able cisable able cisable
V.A.
Calarco (1) 100,000 289,000 1,142,262 1,125,000 $435,012 $4,150,000
C.J.
Marsden (1) 9,413 25,733 209,825 277,500 52,871 1,037,500
A.F.
Ingulli - - 361,230 165,000 690,666 518,750
W.A.
Stephenson - - 196,293 160,000 205,278 518,750
J.B.
Eisenberg - - 242,485 260,000 307,244 1,037,500
(1) All numbers reflect the 2-for-1 stock split on May 22, 1992.
(2) Fair market value at date of exercise less exercise price.
Compensation Committee Interlocks and Insider Participation
Messrs. Headrick and Hohn served as members and Mr. Bitonti
served as Chairman of the Organization, Compensation and
Governance Committee of the Board during the last completed
fiscal year. Messrs. Fox and Headrick served as members and Mr.
Bitonti served as Chairman of the Executive Compensation
Committee of Crompton & Knowles during the last completed
fiscal year prior to the merger with Witco. No member of the
Organization, Compensation and Governance Committee is a current
or former officer or employee of the Corporation or any of its
subsidiaries.
Retirement Plans
Each of the persons shown in the Summary Compensation Table
on page __ is covered by a supplemental retirement agreement
with the Corporation. In the case of Messrs. Calarco and
Marsden, the Executive's total annual benefit payable under the
supplemental retirement agreement to the executive for life will
be 60% and 50%, respectively, of the average total compensation
(including salary and bonus) paid to the executive during the
highest five years of the last ten years prior to the
executive's normal retirement age. In the case of Messrs.
Ingulli , Stephenson and Eisenberg, the executive's retirement
benefits under each supplemental agreement supplement the
benefit paid to the executive under a Uniroyal Chemical Company,
Inc. ("Uniroyal") defined benefit pension plan so that the total
annual benefit payable to the executive will be 55% of the
average total compensation (including salary and bonus) paid to
the executive during the highest five years of the last ten
years prior to the executive's retirement or, at their election,
Messrs. Ingulli, Stephenson and Eisenberg may receive a lump sum
payment earned under a previous supplemental retirement
agreement with Uniroyal.
A supplemental benefit in a reduced amount may be payable
in the event of termination of employment prior to normal
retirement age. At any time after the date on which benefit
payments commence, the executive may elect to receive a single
lump sum equal to 90% of the actuarial equivalent of the benefit
otherwise payable to the executive. An executive may elect to
have the executive's supplemental benefit under the agreement
paid in a form which will provide for the continuation of
benefits, to a beneficiary selected by the executive, upon the
executive's death after retirement. Each agreement also
provides for the payment of a reduced benefit to the executive's
beneficiary in the event of the executive's death prior to
normal retirement age and for the payment of disability benefits
in addition to those available under the Corporation's regular
disability insurance program. Benefits under each agreement are
not payable if the executive voluntarily terminates the
executive's employment, unless such termination is the result of
the executive's retirement (in the case of Messrs. Calarco, and
Marsden, on or after reaching age 62) or is with approval of the
Board, and meets certain other conditions set forth in the
agreement.
The following table sets forth the estimated aggregate
annual benefit payable to each of the executives named in the
table under the executive's supplemental retirement agreement
from Uniroyal's defined benefit pension plan and, upon
retirement at or after normal retirement age based on each
executive's compensation history to date and assuming payment of
such benefit in the form of a life annuity:
Estimated Annual
Name of Individual Retirement Benefit
Vincent A. Calarco.............. $769,550
Charles J. Marsden.............. 213,333
Alfred F. Ingulli............... 220,651
William A. Stephenson........... 198,549
Joseph B. Eisenberg............. 202,189
Employment Agreements
Mr. Calarco is employed pursuant to an employment agreement
which was amended and restated in May 1999. The agreement
provides for Mr. Calarco's employment as President and Chief
Executive Officer for a term of three years, with automatic
annual one-year extensions of the term unless the Corporation
gives notice at least 60 days prior to the anniversary of the
date of the agreement that the term will not be extended. The
amended agreement calls for a base salary of not less than
$750,000 and for Mr. Calarco's continued participation in
employee benefit plans and other fringe benefit arrangements
substantially as in the past. In the event Mr. Calarco's
employment is terminated by the Corporation other than for
cause, disability, or death or by Mr. Calarco for good reason
(as defined in the agreement), the Corporation is obligated to
pay Mr. Calarco his salary to the date of termination, incentive
compensation in an amount no less than the bonus paid to him for
the prior year pro-rated to that date, and a lump sum
termination payment equal to three times the sum of his then
current salary and the highest bonus paid to him during the
three years preceding his termination, to continue certain
employee benefits provided under the agreement for a period of
three years or until he obtains other employment and certain
other benefits for the life of Mr. Calarco and his spouse, and
to make certain additional payments to cover any excise tax
imposed under the Internal Revenue Code on the amounts payable
as a result of his termination and any legal fees incurred by
Mr. Calarco in enforcing the Corporation's obligations under the
agreement.
The Corporation has entered into employment agreements with
certain other key management employees, including Messrs.
Marsden, Ingulli, Stephenson and Eisenberg. Each agreement is
operative upon the occurrence of a change in control (as defined
in the agreement) and is intended to encourage the executive to
remain in the employ of the Corporation by providing the
executive with greater security. Absent a change in control,
the agreements do not require the Corporation to retain the
executive or to pay the executive any specified level of
compensation or benefits except that Messrs. Ingulli, Stephenson
and Eisenberg have agreements that require that they be paid
severance payments in the event that they are terminated without
cause or they resign for good reason (as defined in the
agreements) during an annually renewable two-year period. In the
event of a change in control, the agreements provide that there
will be no change, without the executive's consent, in the
salary, bonus opportunity, benefits, duties, and location of
employment of the executive for a period of two or three years
after the change in control. If, during such period, the
executive's employment is terminated by the Corporation other
than for cause, disability, or death or the executive resigns
for good reason (as defined in the agreements), the Corporation
will pay the executive his salary to the date of termination,
incentive compensation in an amount no less than the bonus paid
to the executive for the prior year pro-rated to that date, and
a lump sum severance payment equal to two or three times
(depending on the executive) the sum of the executive's base
salary and the highest bonus paid to the executive during the
three years preceding the executive's termination and will
continue other employee benefits similar to those provided to
the executive prior to the executive's termination for a period
of two or three years or until the executive's earlier
employment with another employer.
APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
On January 25, 2000, the Board of Directors unanimously
adopted a resolution authorizing an amendment to the
Corporation's Restated Certificate of Incorporation (the
"Certificate") changing the name of the Corporation to "Crompton
Corporation." The Board also recommended that the proposed
amendment be submitted to the Corporation's stockholders for
consideration and approval at the annual meeting.
If the proposal to change the name of the Corporation is
approved by the stockholders, Article 1 of the Certificate will
be amended to read in its entirety as follows:
"1. The name of the Corporation is Crompton
Corporation."
The Board of Directors believes that it is in the best
interests of the Corporation and its stockholders to change the
Corporation's name. The Corporation was created on September 1,
1999 upon the merger of Crompton & Knowles and Witco, both
producers and marketers of specialty chemicals serving diverse
global industrial markets. The Corporation's name was an
abbreviated combination of both names.
Upon conducting a research study analyzing the corporate
identity attributes of the Corporation among its customers, the
investment community and members of the chemical industry,
management determined that the name CK Witco did not represent
the new company's most desired attributes. As a result,
management recommended to the Board of Directors that the
Corporation's name be changed from CK Witco Corporation to
Crompton Corporation. Having built considerable equity in the
Crompton brand name through consistent customer satisfaction,
reliable technical service and dependable financial performance
all key elements for success in the specialty chemical
industry - management and the Board of Directors believe that
the Crompton name better reflects the strengths of the
Corporation. Overall, management and the Board of Directors
believe the change of the Corporation's name will enhance the
Corporation's recognition among its customers, members of the
investment community and its peers in the chemical industry.
The name change will not affect the validity or
transferability of currently outstanding stock certificates, and
stockholders will not be requested to surrender for exchange any
certificates presently held by them. If the stockholders approve
the name change, the Corporation intends to change the symbol
for the Corporation's Common Stock on the New York Stock
Exchange, Inc. from "CNW" to "CK".
If the proposal is approved, the change of the
Corporation's name will become effective upon the filing of a
Certificate of Amendment to the Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware. It is anticipated that officers of the Corporation
will promptly make appropriate filings in the State of Delaware
and take any other actions necessary to implement the Amendment;
however, if in the judgment of the Board of Directors, any
circumstances exist that would make consummation of the name
change inadvisable, then, in accordance with Delaware law and
notwithstanding approval of the proposed amendment by the
stockholders, the Board of Directors may abandon the name
change, either before or after approval and authorization of the
proposed amendment by the stockholders, at any time prior to the
effectiveness of the filing of the Certificate of Amendment.
Under Delaware law, stockholders are not entitled to
appraisal rights with respect to the proposed change of the
Corporation's name.
The Board of Directors recommends a vote for approval, and
unless otherwise directed, proxies will be voted in favor of
this selection. The affirmative vote of the holders of a
majority of the shares of the Corporation represented and
entitled to vote at the meeting is required for such approval.
APPROVAL OF SELECTION OF INDEPENDENT AUDITOR
The Board of Directors has, subject to approval by the
stockholders, selected the firm of KPMG LLP, which has been the
auditor of the Corporation for many years, to act as auditor for
the fiscal year 2000 and to perform other appropriate accounting
services. The Board of Directors recommends a vote for
approval, and unless otherwise directed, proxies will be voted
in favor of this selection. The affirmative vote of the holders
of a majority of the shares of the Corporation represented and
entitled to vote at the meeting is required for such approval.
The Corporation has been advised that representatives of
KPMG LLP will be present at the annual meeting, with the
opportunity to make a statement if they desire to do so and to
respond to appropriate questions raised at the meeting.
STOCKHOLDER PROPOSALS
Under rules of the Securities and Exchange Commission, any
proposal of a stockholder which is intended to be presented for
action at the annual meeting of the stockholders to be held in
2001 must be received by the Corporation at its principal
executive offices by November 27, 2000, in order to be
considered for inclusion in the Proxy Statement and form of
proxy relating to the 2001 meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's officers and directors and persons
who own more than ten percent of a registered class of the
Corporation's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and
greater than ten percent stockholders are required by SEC
regulations to furnish the Corporation with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Corporation believes that during fiscal year 1999,
all filings required of its officers, directors and greater than
ten percent beneficial owners were made in compliance with
applicable SEC regulations, except for two Form 4 filings
pertaining to two gifts by Mr. Calarco of the Corporation's
Common Stock during prior fiscal years.
OTHER MATTERS
As of the date of this statement, the Board of Directors
does not know of any matter other than those referred to in this
Proxy Statement as to which action is expected to be taken at
the annual meeting of stockholders.
The affirmative vote of the holders of a plurality of the
shares which are present in person or represented by proxy at
the meeting is required to elect directors, and the affirmative
vote of the holders of a majority of the shares which are
present in person or represented by proxy is required to approve
all other matters listed in the notice of meeting. Proxies
which are marked "abstain" on the proposals to be voted upon at
the meeting will be counted for the purpose of determining the
number of shares represented in person and by proxy at the
meeting. Such proxies will thus have the same effect as if the
shares represented thereby were voted against the matters to be
considered at the meeting. Shares not voted on any such matter
on proxies returned by brokers will be treated as not
represented at the meeting as to such matter.
The shares represented by proxies in the form solicited by
the Board of Directors will be voted at the meeting. Where a
choice is specified on the proxy with respect to a matter to be
voted upon, the shares represented by the proxy will be voted in
accordance with the specification so made. If no choice is
specified, such shares will be voted for (i) the election as
directors of the eight nominees for directorships named herein,
(ii) in favor of approval of the change of name of the
Corporation, and (iii) in favor of the selection of KPMG LLP as
auditor for fiscal year 2000.
If any business not referred to in this Proxy Statement
shall properly come before the meeting, it is intended that
those persons named as proxies will vote the proxies in
accordance with their judgment of the best interests of the
Corporation and its stockholders.
The cost of solicitation will be borne by the Corporation.
In addition to solicitation by mail, the management of the
Corporation may solicit proxies personally or by telephone and
has retained the firm of ChaseMellon Shareholder Services L.L.C.
to assist in such solicitation at a fee of $4,500 plus expenses.
The Corporation may also request brokerage firms and other
nominees or fiduciaries to forward copies of its proxy material
to beneficial owners of stock held in their names, and the
Corporation may also reimburse such persons for reasonable
out-of-pocket expenses incurred by them in connection therewith.
By Order of the Board of Directors,
JOHN T. FERGUSON II
Secretary
Dated: March [ ], 2000
Preliminary Copies - File Pursuant to Regulation 14 a-6(a)
[PROXY CARD]
CK WITCO CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
For Annual Meeting on April 25, 2000, at The Rye Town Hilton,
699 Westchester Avenue, Rye Brook, New York, 11:15 A.M.
The undersigned appoints VINCENT A. CALARCO AND JOHN T. FERGUSON
II or either of them, with power of substitution, proxy and
attorney for the undersigned to vote all shares of stock of CK
Witco Corporation that the undersigned is entitled to vote at
the Annual Meeting of the Stockholders of said Corporation to be
held on Tuesday, April 25, 2000, at 11:15 a.m. and any
adjournments thereof, with all powers the undersigned would have
if present, upon the proposals set forth on the reverse side and
in their discretion on all matters properly coming before the
meeting, including those described in the Notice and Proxy
Statement thereof, receipt of which is acknowledged.
This Proxy will be voted as directed, or where no direction
is given, will be voted "FOR" Proposals Nos. 1, 2 and 3. If any
nominee for the Board of Directors named in the Proxy Statement
is unavailable to serve, this Proxy will be voted for such
substitute nominee as may be recommended by the Board of
Directors. The Board of Directors is not aware of other matters
to come before the meeting.
CONTINUED, AND TO BE VOTED, SIGNED AND DATED ON THE REVERSE SIDE
CK WITCO CORPORATION Please mark X
your vote as
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Election of directors: Vincent A. Calarco, Roger L. Headrick
and Patricia K. Woolf, Ph.D. to serve as Class III for a term
expiring in 2003; Robert A. Fox and Harry G. Hohn to serve as
Class II directors for a term expiring in 2002; Leo I. Higdon,
Jr., C.A. Piccolo and Bruce F. Wesson to serve as Class I
directors for a term expiring in 2001.
FOR ALL NOMINEES WITHHOLD AUTHORITY
with exceptions noted FOR ALL NOMINEES
(To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
2. Approval of the recommendation to amend and restate the
Certificate of Incorporation to change the name of the
Corporation to Crompton Corporation.
FOR AGAINST ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
3. Approval of the selection by the Board of KPMG LLP as
independent auditors for 2000.
FOR AGAINST ABSTAIN
Dated: , 2000
SIGNATURE(S) OF STOCKHOLDER(S)
Note: Signature should agree with name stenciled hereon. When
signing as executor, administrator, trustee, or attorney, please
give full title as such. For joint accounts or co-fiduciaries,
all joint owners or co-fiduciaries should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
