SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the calendar year ended December 31, 1999
OR
[ ] Transition report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission file number 0-30270
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
BENSON ROAD
MIDDLEBURY, CT 06749
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive
office:
Crompton Corporation
One American Lane
Greenwich, Connecticut 06831
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1999 and 1998
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes
at End-of-Year December 31, 1999
Schedule of Reportable Transactions
For The Year Ended December 31, 1999
Signature
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Index
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1999 and 1998
Notes to Financial Statements
Schedule
Schedule of Assets Held for Investment Purposes
at End-of-Year December 31, 1999................... I
Schedule of Reportable Transactions
For The Year Ended December 31, 1999 .............. II
Independent Auditors' Report
The Board of Directors
Uniroyal Chemical Company, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of Uniroyal Chemical Company, Inc. Savings Plan A (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1999 and 1998, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes at End of Year and Reportable Transactions are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/KPMG LLP
Stamford, Connecticut
June 16, 2000
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
1999 1998
ASSETS:
Investments:
Guaranteed investment contracts $ 2,093,473 $ 5,374,583
Short term investment fund 1,869,559 2,810,939
Investments in registered investment companies 3,713,230 2,473,283
Investments in common/collective trusts 2,241,933 1,672,534
Common stock of Crompton Corporation 216,500 109,938
Loans receivable 192,627 217,172
Contributions receivable from participants 73,470 102,015
Contribution receivable from Uniroyal
Chemical Company, Inc. 3,331 6,405
Total assets 10,404,123 12,766,869
LIABILITIES:
Administrative expenses payable 21,151 8,401
Net assets available for plan benefits $ 10,382,972 $ 12,758,468
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1999 and 1998
1999 1998
Additions attributed to:
Investment Income:
Interest income $ 808,845 $ 825,159
Net appreciation
in fair value of investments 282,500 39,245
1,091,345 864,404
Contributions:
Employer 54,155 69,898
Employee 1,139,074 1,256,926
1,193,229 1,326,824
Total additions 2,284,574 2,191,228
Deductions attributed to:
Benefits paid to participants 4,591,151 2,109,631
Administrative expenses 68,919 44,000
Total deductions 4,660,070 2,153,631
Net (decrease) increase (2,375,496) 37,597
Net assets available for plan
benefits at beginning of year 12,758,468 12,720,871
Net assets available for plan
benefits at end of year $ 10,382,972 $ 12,758,468
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC
SAVINGS PLAN A
Notes to Financial Statements
December 31, 1999 and 1998
1. Plan Description
The Uniroyal Chemical Company, Inc. Savings Plan A (the "Plan") is a
defined contribution plan established by Uniroyal Chemical Company, Inc. (the
"Company") on October 15, 1986 and amended and restated effective September 1,
1997 to provide a means for eligible employees to supplement their retirement
income. Participants receive retirement payments as of their retirement date
by electing one of several payment options as specified in the Plan. For
complete information, see the Plan document.
The Plan is administered by a Retirement Board consisting of persons
appointed by the Board of Directors of the Company.
Through August 31, 1997 the Plan covered all hourly-rate employees
represented by collective bargaining agents at the plants or other locations.
After August 31, 1997 the Plan covers all hourly-rate and salaried employees
represented by a collective bargaining agent at the plants or other locations
or hourly-rate employees not represented by a collective bargaining agent at a
plant or location to which the Plan has been extended.
Company Contributions
Contributions by the Company are made monthly for each hour for which the
participant receives pay from the Company, including 40 hours for each week of
vacation eligibility. In addition, the Company will contribute, based upon 40
hours, for any period of absence during which the participant accrues credited
service. The rate of contribution per hour is in accordance with the
following schedule:
Years of Service Rate Per Hour
0 - 14 $ .05
15 - 24 .12
25+ .18
except that through August 31, 1997, for all hourly-rate employees at
the Gastonia, North Carolina and the Bay Minette, Alabama chemical plants, the
rate of contribution per hour was in accordance with the following schedule:
Years of Service Rate Per Hour
0 - 15 $ .20
15+ .30
The Plan provides that, except in certain specified events, Company
contributions credited to a participant's account are not vested until the
completion of three years of service. Thereafter, all Company contributions
vest when made.
Participant Contributions
Each participant may contribute an amount not to exceed 15% of
compensation for each Plan year. Contributions shall be in whole percentages
of which up to 10% prior to September 1, 1997 could be made as voluntary
regular contributions. Voluntary regular contributions were treated as after
tax contributions. The difference between the voluntary regular contributions
percentage and the maximum of 15% of compensation was made as voluntary
deferred contributions. Voluntary deferred contributions are treated as pre-
tax contributions. Due to the Plan amendment participant contributions after
September 1, 1997 will be treated as pre-tax contributions.
Participant contributions are normally made by payroll deductions. In
any Plan year, the participant's voluntary and deferred contribution is
subject to Internal Revenue Service limitations. Additionally, in any Plan
year, the aggregate of the Company and participant contributions made for each
employee to all defined contribution plans is limited to the lesser of $30,000
or 25% of the employee's compensation. A participant's voluntary regular and
deferred contributions account interest is at all times fully vested.
Investments
Prior to September 1, 1997 Employer contributions and participant
voluntary and deferred contributions were invested in guaranteed investment
contracts and short term investment funds maintained by the State Street Bank
and Trust Company ("State Street"). Subsequent to September 1, 1997 Employer
contributions are being invested in the Retirement Savings Trust fund
maintained by the Vanguard Investment Group. Participant contributions
subsequent to September 1, 1997 are being invested in stock and mutual funds
maintained by the Vanguard Investment Group. These funds are comprised of the
following investment options.
Vanguard 500 Index Fund: This fund focuses on long-term growth of
capital and income from dividends by holding all of the 500 stocks that make
up the un-managed Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard Explorer Fund: This fund seeks to provide long-term growth
of capital by investing in a diversified group of small company stocks with
prospects for above-average growth.
Vanguard International Growth Fund: This fund aims at providing
long-term growth of capital by investing in stocks of high quality, seasoned
companies based outside the United States. Stocks are selected from more than
15 countries.
Vanguard Long-Term Corporate Fund: This fund invests primarily in a
diversified group of long-term bonds issued by corporations with strong credit
ratings.
Vanguard Morgan Growth Fund: This fund invests primarily in stocks
of large and mid-sized companies that have strong records of growth in sales
and earnings or that have performed well during certain market cycles.
Vanguard Prime Money Market Fund: This fund seeks to provide high
income and a stable share price of $1 by investing in short-term, high quality
money market instruments issued by financial institutions, non-financial
corporations, the U.S. government, and federal agencies.
Vanguard STAR Fund: This fund invests in ten Vanguard funds; six
stock funds, three bond funds, and one money market fund. The fund invests
about 60% to 70% of its assets in stock funds, 20% to 30% in two of the bond
funds, and 10% to 20% in two funds representing short-term reserves.
Vanguard Windsor Fund: This fund invests in stocks believed to be
undervalued by the market. It focuses on stocks selling at prices that seem
low in relation to such factors as past earnings, potential growth, and
dividend payments.
Vanguard Retirement Savings Trust: This trust is a tax-exempt
collective trust invested primarily in investment contracts issued by
insurance companies and commercial banks, and similar types of fixed-principal
investments. This trust aims at maintaining a constant net asset value of
$1.00 per share. This trust also focuses on stability of principal and a
high-level of current income consistent with a two to three-year average
maturity.
Pending Stock Fund: This fund invests primarily in Crompton
Corporation common stock to provide the possibility of long-term growth
through increases in the value of the stock.
The guaranteed investment contracts held by State Street at August 31,
1997 will be held to maturity and invested in short term investment funds.
These funds will be transferred to and invested in the Vanguard mutual funds
in five annual installments with the initial payment on December 31, 1997. The
Company contribution portion of each installment payment will be invested in
the Retirement Savings Trust Fund. The balance of each participants transfer
will be invested in the same ratio as the participant's then current voluntary
contribution allocation. If no current voluntary deferred contributions are
then being made by the participant, then such amounts will be invested in the
Retirement Savings Trust Fund.
Withdrawals and Forfeitures
A participant may withdraw in whole or in part, subject to a 90% maximum
on partial withdrawals, his voluntary contributions account at any time,
provided that each withdrawal is separated by a period of six months.
In the event of the termination of a participant's employment with the
Company because of retirement or death, the participant or a designated
beneficiary shall receive payment of his benefit account balance. At December
31, 1999 and 1998, benefit payments due employees who terminated prior to year
end and requested distributions of their accounts totaled $474,443 and
$50,478, respectively. These amounts have not been recorded in the financial
statements but are included as benefit payments and liabilities in the Plan's
Form 5500.
Forfeitures, which consist of Company contributions credited to the
Company Basic Contributions Account applicable to participants who terminate
from the Plan and are not vested, are valued at the employees' share of the
cost of the Plan's investment plus accrued interest thereon and applied to
reduce the Company's current obligation to contribute to the Plan. There were
no forfeitures in 1999 and 1998.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Employee Accounts
Aon Consulting, the record keeper of the Plan maintains an individual
account for each participant called a "Company Basic Contributions Account"
showing the amount of Company contributions in fixed principal and income
contracts through August 31, 1997. As these contracts mature the proceeds will
be invested in short term investments and finally in various Vanguard Funds as
selected by the participants.
The record keeper also maintains, for each participant who elects to
make voluntary contributions, a "Voluntary Deferred Contributions Account"
showing the amount of participant contributions in various Vanguard Funds.
Expenses
Expenses incurred are paid by the Plan except to the extent that the
Company shall provide for such payment. The Company provides administrative
and accounting services for the Plan at no charge.
Loans
The Plan permits participants to borrow funds from their Voluntary
Deferred Contributions subject to certain restrictions. The minimum amount
that may be borrowed was $500 through August 31, 1997 and $1,000 thereafter.
The maximum amount which may be borrowed is the lesser of $50,000 reduced by
the greater of (a) the outstanding balance of loans from the Plan to the
participant on the date the loan is made, or (b) the highest outstanding
balance of loans from the Plan to the participant during the one-year period
ending on the day before the date the loan is made (excluding any payments
made) or 50% of the value of the participants vested interest under the Plan
on the date the loan is made or the amount of the participants voluntary
deferred account not invested in the Crompton Corporation Common Stock Fund.
Loans bear interest at a rate equal to 1.0% above the prime rate. Loans are
payable within five years except for those used to acquire a principal
residence which are payable within 10 years through August 31, 1997 and 15
years thereafter.
Use of Estimates
The preparation of financial statements is in conformity with generally
accepted accounting principles requires the Plan to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported changes in net assets available for plan benefits
during the reporting period. Actual results could differ from those
estimates.
3. Investments
Short Term Investment Fund
The short-term investment funds are valued at cost plus accrued
interest. The carrying amount approximates fair value because of the short
maturity of those instruments. Interest rates for such investments at the end
of 1999 and 1998 was 5.7% and 5.3%, respectively.
Guaranteed Insurance Contracts
The guaranteed investment contracts with various insurance companies are
valued at contract value which approximates fair value. Such investments
earned interest at rates ranging from 5.32% to 7.47% during 1999 and 1998.
Mutual Funds
The mutual funds sponsored by registered investment companies are
recorded at market valuations which are based on published market prices.
Purchases and sales are recorded on a trade date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date.
Capital gain distributions are included in dividend income.
Crompton Stock Fund
The Crompton Corporation stock fund is valued at its year-end closing
price(comprised of year-end market price plus uninvested cash position).
Loans Receivable
The loans receivable from participants are valued at cost plus accrued
interest which approximates fair value.
4. Investments Exceeding 5% of Net Assets
The Plan's investments which exceeded 5% of net assets available for
plan benefits as of December 31, 1999 and 1998 are as follows:
Description of Investment 1999 1998
Short Term Investment Fund $ 1,869,559 $ 2,810,939
Guaranteed Investment Contracts 2,093,473 5,374,583
Vanguard Retirement Savings Trust 2,241,933 1,672,534
Vanguard Index 500 Portfolio 1,334,522 711,351
Vanguard Windsor Fund 871,707 703,985
Vanguard Morgan Growth Fund 699,766 384,848
5. Tax Status
The Internal Revenue Service has determined and has informed the Company
by a letter dated in June 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (the "IRC").
The Plan has been amended since receiving the determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
6. Parties-in-Interest
The Chase Bank, Aon Consulting, State Street Bank and Trust Company and
The Vanguard Investment Group are parties-in-interest as defined in Section
3(14) of the Employee Retirement Income Security Act of 1974. During the
years 1999 and 1998 there were no prohibited party-in-interest transactions.
7. Priorities Upon Termination of the Plan
The Board of Directors of the Company shall have the right from time to
time to add to, modify or amend the Plan, and the Board of Directors shall
have the right to terminate the Plan. The Board of Directors may also
authorize the inclusion in any contract entered into by the Company with the
union or unions representing employees, or with any group or groups of
employees, of a provision or provisions having the effect of limiting or
foregoing any such rights. Further, no addition to, modification, amendment
or termination of the Plan shall have the effect of reducing the entitlement
of any participant's benefit accrued under the Plan or of diverting any part
of the assets of the Trust Fund for purposes other than provided in the Plan.
Upon any terminations of the Plan, or complete and permanent
discontinuance of contributions of all participants, the entitlement of each
of the participant's Company Basic Contributions Account, if not already
vested, shall vest fully and all amounts in all accounts of each participant
shall be delivered and paid as soon as practicable.
Schedule I
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Schedule of Assets Held for Investment Purposes at End-of-Year
December 31, 1999
Description of Investment
Identity of issuer including collateral, rate of
borrower, lessor interest, maturity date, Market
or similar party par or maturity value Value
State Street Bank and Short Term Investment Fund $ 1,869,559
Trust Company
State Street Bank and Guaranteed investment contracts
Trust Company with various insurance companies
with various maturities and interest
rates ranging from 5.32% to 7.47% 2,093,473
Vanguard Trust Company Explorer Fund 85,415
Vanguard Trust Company Long Term Corporate Bond Fund 102,271
Vanguard Trust Company Index 500 Portfolio 1,334,522
Vanguard Trust Company International Growth Portfolio 260,039
Vanguard Trust Company VMMR Prime Portfolio 106,068
Vanguard Trust Company Star Portfolio 253,442
Vanguard Trust Company Morgan Growth Fund 699,766
Vanguard Trust Company Windsor Fund 871,707
Vanguard Trust Company Retirement Savings Trust 2,241,933
Crompton Corporation Common Stock 216,500
6,171,663
Loans receivable from Loans earn interest at the prime
plan participants rate plus 1% 192,627
Total investments $ 10,327,322
Party in- Interest - All parties listed above
Schedule II
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Schedule of Reportable Transactions
For The Year Ended December 31, 1999
Indentity of Net
Party Description Purchase Selling Cost of Gain
Involved of Asset Price Price Asset (Loss)
Series of Transactions:
Vanguard Trust Vanguard 500
Company Index Fund 885,024 - 885,024 -
Vanguard Trust Vanguard 500
Company Index Fund - 450,810 399,595 51,215
Vanguard Trust Vanguard Retirement
Company Saving Fund 2,040,422 - 2,040,422 -
Vanguard Trust Vanguard Retirement
Company Saving - 1,471,022 1,471,022 -
Vanguard Trust Vanguard Morgan
Company Growth Fund 453,895 - 453,895 -
Vanguard Trust Vanguard Morgan
Company Growth Fund - 232,385 206,000 26,385
Vanguard Trust Vanguard Windsor
Company Fund 602,887 - 602,887 -
Vanguard Trust Vanguard Windsor
Company Fund - 412,704 426,988 (14,284)
State Street Short-Term Investment
Bank Fund 1,113,475 - 1,113,475 -
State Street Short-Term Investment
Bank Fund - 2,500,000 2,500,000 -
Party in- Interest - All parties listed above
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Date: June 28, 2000 By:/s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial Officer
