AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000
REGISTRATION NO. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CK WITCO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 2860 52-2183153
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code
Organization) Number)
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ONE AMERICAN LANE, GREENWICH, CONNECTICUT 06831 (203) 552-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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JOHN T. FERGUSON II, ESQ.
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
CK WITCO CORPORATION
ONE AMERICAN LANE
GREENWICH, CONNECTICUT 06831
(203) 552-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
With copies of all communications to:
STEVEN A. COHEN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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Approximate date of commencement of proposed sale to the public: Upon
consummation of the Exchange Offer referred to herein.
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box./___/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering./___/
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./___/
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<PAGE>
CALCULATION OF REGISTRATION FEE
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Title Of Each Amount Proposed Proposed Maximum Amount Of
Class Of To Be Maximum Aggregate Registration
Securities To Be Registered Offering Price Offering Fee (3)
Registered Per Unit (1) Price (1) (2)
(2)
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8 1/2% Senior
Notes due 2005 $600,000,000 100% $600,000,000 $158,400
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Exclusive of accrued interest, if any.
(3) Calculated pursuant to Rule 457 under the Securities Act.
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Prospectus
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 26, 2000
The information in this prospectus is not complete and may be changed. We
may not sell these securities or accept any offer to buy these securities until
the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
CK WITCO CORPORATION
OFFER TO EXCHANGE
ALL 8 1/2 % SENIOR NOTES DUE 2005
($600,000,000 PRINCIPAL AMOUNT)
FOR
A LIKE PRINCIPAL AMOUNT OF
8 1/2% SENIOR NOTES DUE 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
The exchange offer will expire at 5:00 p.m., New York City time, on
[expiration date], 2000, unless extended.
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We do not intend to list the exchange notes on any national securities
exchange, and no public market for the exchange notes is anticipated.
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SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR A DISCUSSION OF FACTORS THAT
YOU SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFER.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is [ ], 2000.
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TABLE OF CONTENTS
Page
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Summary.....................................................................1
Risk Factors...............................................................14
Forward-Looking Statements.................................................16
The Exchange Offer.........................................................17
Use of Proceeds............................................................26
Capitalization.............................................................27
Selected Historical Financial and Operating Data...........................28
Description of the Exchange Notes..........................................31
Exchange Offer, Registration Rights........................................49
Certain U.S. Federal Tax Considerations....................................51
Book-Entry; Delivery and Form..............................................52
Plan of Distribution.......................................................55
Available Information......................................................55
Experts....................................................................56
Validity of the Exchange Notes.............................................56
Documents Incorporated by Reference........................................56
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SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. The terms "CK Witco," "our
company," "the Company," and "we" as used in this prospectus refer to CK Witco
Corporation and its subsidiaries and predecessors as a combined entity, except
where it is made clear that such term means only the parent company. To the
extent that this prospectus includes data or statements about our relative
market share, competitive position or related matters, we believe that these
data or statements are considered within the industry to be the best available
and generally are indicative of our relative market share and competitive
position.
THE COMPANY.
We are a leading global specialty chemical company formed through the
September 1, 1999, merger of Crompton & Knowles Corporation and Witco
Corporation. We manufacture and market a wide variety of specialty chemicals,
polymers and polymer processing equipment. Most of our products are sold to
industrial customers for use as additives, ingredients or intermediates that
impart particular characteristics to the customers' end products. Our products
are currently marketed in over 120 countries and serve a wide variety of
end-user markets, including tires, agriculture, automobiles, textiles, plastics,
lubricants, petrochemicals, construction, recreation, mining, paper, packaging,
home furnishings and appliances. For the 1999 fiscal year, we had pro forma net
sales of $3.4 billion, total assets of $3.7 billion and basic and diluted
earnings per share of $0.60 and $0.59, respectively. We have approximately 9,000
employees and an equity market capitalization as of March 2, 2000 of
approximately $1.2 billion.
PRODUCTS.
Our two primary businesses are Polymer Products and Specialty Products.
Polymer Products
Our polymer products business includes the following segments: polymer
additives, polymers and polymer processing equipment.
Our polymer additives segment includes plastic additives, rubber chemicals
and urethane chemicals. The plastic additives business provides PVC
manufacturers with additives that make processing easier and extend the life of
products. Also included in this business are polymerization inhibitors that
reduce the cost of styrene production, antioxidants, foaming agents and polymer
modifiers. Our rubber chemicals also extend the life of rubber products by
providing protection from exposure to oxygen and ozone. Other rubber chemical
products include vulcanization accelerators and foaming agents used to make
sponge rubber. Our urethane chemicals are used in a wide range of products,
including polyester foams, systems used in polyurethane shoe soles and
polyurethane dispersions used by fiberglass, glove and other manufacturers. Our
urethane chemicals business includes our own urethane chemical products, as well
as those produced by our 53% owned Baxenden joint venture. These chemicals are
sold predominantly to producers of urethane cast elastomers, urethane foam, shoe
sole and textile manufacturers.
Our polymers segment includes EPDM (an ethylene-propylene-diene-monomer
rubber polymer referred to as "crackless" rubber used in applications that
require resistance to sunlight and ozone, such as single-ply roofing, hoses,
electrical insulation, and tire sidewalls) and our interest in a joint venture
which produces Paracril (an oil-resistant rubber used in products that are
exposed to oil). We are the largest North American producer of EPDM. Our
polymers business also includes Adiprene/Vibrathane castable
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urethane prepolymers used in solid industrial tires, printing rollers,
industrial rolls, abrasion-resistant mining products, mechanical goods and a
variety of sports equipment and other consumer items.
Our polymer processing equipment segment is conducted primarily under the
Davis-Standard brand name and its offerings include plastic and rubber
extruders, industrial blow molding equipment, electronic controls and integrated
extrusion systems, as well as specialized service and modernization programs for
in-place polymer processing systems.
Specialty Products
Our specialty products business includes the following segments:
organosilicones, crop protection and other specialty products. Our
organosilicones segment is a leader in the fluids and chemical specialties
segment of the silicone industry. Our silanes business provides coupling agents
that aid in the production of a variety of products, including fiberglass and
thermoplastics. That business also provides additives used in coatings, such as
clear coat finishes in automobiles, and as silica-based replacements for the
carbon black typically used in tire manufacturing. The urethane additives
business provides catalysts and surfactants that help our customers produce
polyurethane foam. The specialty fluid business provides similar products for
use in non-polyurethane foam applications.
Our crop protection segment includes specialty actives, which consist of a
wide variety of crop protection chemicals used in fungicides, miticides,
insecticides, growth regulants and herbicides; our interest in Gustafson LLC, a
seed treatment joint venture; and industrial surfactants, which are used
primarily in formulating the delivery system for herbicides.
Other specialty products include petroleum additives, refined products,
glycerine and fatty acids, and colors. Petroleum additives encompasses a broad
line of additives used in the manufacture of numerous plastic and
petroleum-related products, including Synton PAO, a synthetic lubricant used in
gear oils. Refined products consists of white oils, pharmaceutical grade
petroleum jellies, petrolatum, refrigeration oils and cable filling compounds.
The majority of our glycerine and fatty acid production is consumed in our
polymer additives business with the remainder sold to third party customers in
the personal care and plastics markets. The colors business produces industrial
dyes, which are used in the paper, leather and ink industries.
RECENT DEVELOPMENTS.
Name Change
On April 25, 2000, the shareholders of the Company approved the Company's
changing of its name to Crompton Corporation.
First Quarter Results
On April 25, 2000, the Company announced first quarter 2000 net earnings
of $29.7 million, or 26 cents per share.
First quarter net sales of $769.0 million declined 2 percent from adjusted
sales of $784.3 million in the first quarter of 1999, primarily due to lower
performance in the polymer processing equipment business and negative foreign
currency impact. Likewise, operating profit of $78.2 million was $5.6 million or
7 percent less than adjusted 1999 operating profit. Excluding the impact of
lower polymer processing equipment results and foreign currency impact, sales
and operating profit for the quarter increased by 3 percent and 6 percent,
respectively.
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During the first quarter, the Company issued $600 million of old notes. Of
this amount, the Company swapped $300 million into a variable rate contract with
a current coupon of 7.5 percent.
Also during the quarter, the Company announced two major strategic
initiatives as part of its e-commerce strategy. The Company, along with 25 other
well known industry leaders, became an equity investor and charter member of
ChemConnect, the largest global internet exchange for chemicals and plastics. In
addition, the Company became an initial investor and founding member of
ElastomerSolutions.com, an e-commerce marketplace devoted to the elastomer
industry.
On April 19, 2000, the Company announced that it was exploring strategic
alternatives, including possible sale, for its Refined Products business. The
business produces and markets highly refined hydrocarbon products and had sales
in excess of $230 million in 1999.
First quarter operating results for CK Witco's reporting segments are
summarized below.
Polymer Products
Polymer additives sales of $257.8 million were essentially unchanged from
adjusted first quarter 1999 sales of $258.3 million. Plastic additives sales
increased 2 percent, despite a negative foreign currency impact of 5 percent,
primarily due to continuing high demand for PVC. Rubber chemicals sales
decreased eight percent primarily as a result of lower pricing. Urethane
chemicals sales rose 5 percent primarily due to greater demand, partially offset
by negative foreign currency translation of 3 percent. Operating profit of $22.3
million was down 2 percent from an adjusted $22.8 million in 1999 primarily as a
result of lower selling prices in rubber chemicals.
Polymers sales of $81.4 million increased 3 percent from $78.7 million in
the first quarter of 1999. EPDM sales were up 1 percent primarily as a result of
higher pricing, reflecting a partial recovery of increased raw material costs.
Urethane sales rose 6 percent primarily due to greater demand attributable to
continuing growth of U.S. industrial production and strong sales to golf ball
manufacturers. Operating profit of $19.3 million decreased 13 percent from an
adjusted $22.3 million in the prior year primarily due to higher EPDM raw
material costs and start-up costs at our new nitrile rubber joint venture
facility in Mexico.
Polymer processing equipment sales of $69.1 million declined 22 percent
from $88.1 million in the first quarter of 1999. The decrease was primarily due
to the recent down cycle which the plastics machinery market has experienced
over the last three quarters. Operating profit of $4.3 million was $6.9 million
behind 1999 primarily due to the decline in sales volume. While shipments did
not recover to last year's level, orders rebounded with the backlog reaching a
record $131 million, up 16 percent from year-end 1999.
Specialty Products
OrganoSilicones sales of $127.0 million increased 10 percent from first
quarter 1999 adjusted sales of $115.0 million. The business benefited from
improved demand and market share in key markets such as "greentyre," automotive
clearcoat and personal care, partially offset by negative foreign currency
impact of two percent. Silane sales reached record levels on the strength of
continued "greentyre" growth. Operating profit of $21.8 million was 36 percent
above an adjusted $16.0 million in the first quarter of 1999, reflecting the
higher sales volume and cost reductions.
Crop protection sales of $105.5 million were 3 percent below an adjusted
$108.3 million in the first quarter of 1999. Prior year sales were bolstered by
a heavy mite infestation in Australia. Operating
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profit of $24.0 million was 15 percent behind the first quarter of 1999
primarily due to the sales decline and an unfavorable product mix which included
higher sales of surfactants and lower active ingredients sales.
Other sales of $131.7 million decreased 3 percent from adjusted first
quarter 1999 sales of $135.8 million. Petroleum additives sales declined 2
percent primarily due to lower volume, much of which was associated with the
closure of the Gretna manufacturing facility. Refined Products sales were down 5
percent of which 3 percent related to negative foreign currency translation.
Industrial colors sales rose 6 percent primarily due to continued strength and
increased market share in the paper market. Glycerine/fatty acids sales declined
4 percent. Operating profit of $7.0 million was 12 percent lower than the
adjusted $8.0 million in the first quarter of 1999 primarily due to the decline
in sales volume and higher raw material costs.
The Company is a $3.1 billion global producer and marketer of polymer and
specialty chemical products serving a wide range of customers.
CONSOLIDATED STATEMENTS OF EARNINGS
First quarter ended 2000 and 1999
(In thousands of dollars, except per share
data)
FIRST QUARTER
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ADJUSTED
2000 1999 1999(A)
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Net Sales................................. $769,018 $396,292 $784,291
Cost of products sold..................... 517,716 247,295 521,480
Selling, general and admin................ 112,444 60,590 116,423
Depreciation and amortization............. 45,764 18,837 42,808
Research and development.................. 22,442 11,308 26,818
Equity (income) loss...................... (7,545) (7,055) (7,055)
Operating profit before special gain...... 78,197 65,317 83,817
Interest expense.......................... 28,221 13,154
Other expense (b)......................... 1,349 1,354
Earnings before income taxes and special gain 48,627 50,809
Income taxes (b).......................... 18,954 18,419
Earnings before after-tax special gain.... 29,673 32,390
Gain on sale of specialty ingredients business - 26,813
Net earnings.............................. $29,673 $59,203
Basic earnings per common share
Earnings before special gain.............. $0.26 $0.48
Net earnings.............................. $0.26 $0.87
Weighted avg shares outstanding........... 114,334 67,717
Diluted earnings per common share
Earnings before special gain.............. $0.26 $0.47
Net earnings.............................. $0.26 $0.86
Weighted avg share outstanding............ 116,149 69,219
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(a)Adjusted 1999 includes the impact of the September 1, 1999 merger of
Crompton & Knowles Corporation and Witco Corporation as if it had occurred at
the beginning of 1999, and excludes the impact of the August 31, 1999 sale of
a significant portion of the oleochemicals and derivatives business and the
divestiture of the textile colors business at the end of 1999.
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(b)Other expense and income taxes exclude the gain on the sale of the specialty
ingredients business which was sold on the first day of 1999 and is shown
separately above.
SEGMENT SALES AND OPERATING PROFIT
First quarter ended 2000 and 1999
(In thousands of dollars) FIRST QUARTER
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ADJUSTED
2000 1999 1999(A)
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NET SALES
Polymer Products
Polymer Additives....................... $257,833 $99,745 $258,322
Polymers................................ 81,416 78,735 78,735
Polymer Processing Equipment............ 69,081 88,147 88,147
Eliminations............................ (3,544) - -
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404,786 266,627 425,204
Specialty Products
OrganoSilicones......................... 127,035 - 114,989
Crop Protection......................... 105,462 65,718 108,253
Other................................... 131,735 63,947 135,845
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364,232 129,665 359,087
Total net sales........................ $769,018 $396,292 $784,291
OPERATING PROFIT
Polymer Products
Polymer Additives....................... $22,337 $12,477 $22,764
Polymers................................ 19,319 22,303 22,303
Polymer Processing Equipment............ 4,252 11,169 11,169
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45,908 45,949 56,236
Specialty Products
OrganoSilicones......................... 21,768 - 15,963
Crop Protection......................... 23,977 23,137 28,079
Other................................... 7,034 6,947 8,009
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52,779 30,084 52,051
General corporate expense including (20,490) (10,176) (24,470)
amortization............................
Total operating profit before special gain $78,197 $65,317 $83,817
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(a)Adjusted 1999 includes the impact of the September 1, 1999 merger of
Crompton & Knowles Corporation and Witco Corporation as if it had occurred at
the beginning of 1999, and excludes the impact of the August 31, 1999 sale of
a significant portion of the oleochemicals and derivatives business and the
divestiture of the textile colors business at the end of 1999.
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CONSOLIDATED BALANCE SHEET
March 31, 2000 and December 31, 1999
(In thousands of dollars)
March 31, December 31,
2000 1999
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ASSETS
CURRENT ASSETS
Cash.................................... $19,038 $10,543
Accounts receivable..................... 424,956 411,536
Inventories............................. 546,394 523,363
Other current assets.................... 174,044 174,311
Total current assets................... 1,164,432 1,119,753
NON-CURRENT ASSETS
Property, plant and equipment........... 1,245,406 1,262,345
Cost in excess of acquired net assets... 960,602 969,625
Other assets............................ 344,887 374,895
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$3,715,327 $3,726,618
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable........................... $41,807 $81,162
Accounts payable........................ 286,504 33,591
Accrued expenses........................ 385,776 422,252
Income taxes payable.................... 96,525 121,366
Other current liabilities............... 30,906 22,599
Total current liabilities.............. 841,518 977,970
NON-CURRENT LIABILITIES
Long-term debt.......................... 1,494,696 1,309,812
Post-retirement health care liability... 214,235 216,797
Other liabilities....................... 431,076 462,127
STOCKHOLDERS' EQUITY
Common Stock............................ 1,194 1,191
Additional paid-in capital.............. 1,051,809 1,047,518
Accumulated deficit..................... (176,408) (200,374)
Accumulated other comprehensive income.. (72,733) (61,238)
Treasury stock at cost.................. (70,060) (27,185)
Total stockholders' equity............. 733,802 759,912
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$3,715,327 $3,726,618
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CONSOLIDATED STATEMENTS OF CASH FLOWS
First quarter ended 2000 and 1999
(In thousands of dollars) FIRST QUARTER
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2000 1999
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Increase (decrease) to cash
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings........................... $29,673 $59,203
Adjustments to reconcile net
earnings to net cash used in
operations:
Gain on sale of specialty ingredients.. - (42,060)
Depreciation and amortization.......... 45,764 18,837
Equity income.......................... (7,545) (7,055)
Changes in assets and liabilities, net. (58,946) (82,102)
Net cash (used in) operations.......... 8,976 (53,177)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of specialty - 103,000
ingredients............................
Capital expenditures................... (29,858) (12,471)
Merger related expenditures............ (39,657) -
Other investing activities............. (16,977) 1,862
Net cash (used in) provided by investing (86,492) 92,391
activities.............................
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on senior notes............... 593,754 -
(Payments) proceeds on long-term and
short-term borrowings.................. (445,573) 34,107
Repurchase of accounts receivable...... (13,776) -
Treasury stock acquired................ (43,463) (67,516)
Dividends Paid......................... (5,707) -
Other financing activities............. 858 169
Net cash provided by (used in) financing 86,093 (33,240)
activities.............................
CASH
Effect of exchange rates on cash....... (82) 160
Change in cash......................... 8,495 6,134
Cash at beginning of period............ 10,543 12,104
Cash at end of period.................. $19,038 $18,238
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SUMMARY OF TERMS OF THE EXCHANGE OFFER
On March 7, 2000, we completed the private offering of the old,
unregistered 8 1/2% senior notes. We entered into a registration rights
agreement with the initial purchasers in the private offering in which we agreed
to deliver to you this prospectus as part of the exchange offer and agreed to
use our reasonable best efforts to complete the exchange offer within 180 days
after the date of original issuance of the old notes. You are entitled to
exchange in the exchange offer your old notes for exchange notes which are
identical in all material respects to the old notes except:
o the exchange notes have been registered under the Securities Act;
o the exchange notes are not entitled to some registration rights which
are applicable to the old notes under the exchange and registration
rights agreement; and
o contingent interest rate provisions, except for those relating to our
failure to keep effective a shelf registration statement, are no
longer applicable.
The Exchange Offer..... We are offering to exchange up to $600,000,000
aggregate principal amount of old notes for up to
$600,000,000 aggregate principal amount of exchange
notes.
Resale................. Based on an interpretation by the staff of the SEC
set forth in no-action letters issued to third
parties, we believe that the exchange notes issued
pursuant to the exchange offer in exchange for old
notes may be offered for resale, resold and
otherwise transferred by you (unless you are an
"affiliate" of us within the meaning of Rule 405
under the Securities Act) without compliance with
the registration and prospectus delivery provisions
of the Securities Act, provided that you are
acquiring the exchange notes in the ordinary course
of your business and that you have not engaged in,
do not intend to engage in, and have no arrangement
or understanding with any person to participate in,
a distribution of the exchange notes.
Each participating broker-dealer that receives
exchange notes for its own account under the
exchange offer in exchange for old notes that were
acquired as a result of market-making or other
trading activity must acknowledge that it will
deliver a prospectus in connection with any resale
of the exchange notes. See "Plan of Distribution."
Any holder of old notes who:
o is a broker-dealer that acquired the old notes
from us;
o is our affiliate;
o does not acquire exchange notes in the
ordinary course of its business; or
o tenders in the exchange offer with the
intention to participate, or for the purpose
of participating, in a distribution of
exchange notes
cannot rely on the position of the staff of the SEC
stated in Exxon Capital Holdings Corporation, Morgan
Stanley & Co. Incorporated or
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similar no-action letters and, in the absence of an
exemption, must comply with the registration and
prospectus delivery requirements of the Securities
Act in connection with the resale of the exchange
notes.
Expiration of the The exchange offer will expire at 5:00 p.m., New
Exchange Offer; York City time, on [expiration date], 2000, or a
Withdrawal of Tender.... later date and time to which we extend it. We do
not currently intend to extend the expiration of the
exchange offer. You may withdraw your tender of old
notes pursuant to the exchange offer at any time
before expiration of the exchange offer. Any old
notes not accepted for exchange for any reason will
be returned without expense to you promptly after
the expiration or termination of the exchange offer.
Conditions to the The exchange offer is subject to customary
Exchange Offer....... conditions, which we may waive. Please read the
section under the caption "The Exchange
Offer-Conditions" of this prospectus for more
information regarding the conditions to the exchange
offer.
Procedures for Tendering If you wish to participate in the exchange offer,
Outstanding Notes..... you must:
o complete, sign and date the accompanying
letter of transmittal, or a facsimile of the
letter of transmittal, according to the
instructions contained in this prospectus and
the letter of transmittal; and
o mail or otherwise deliver the letter of
transmittal, or a facsimile of the letter of
transmittal, together with your old notes and
any other required documents, to the exchange
agent at the address set forth on the cover page
of the letter of transmittal.
If you hold old notes through The Depository Trust
Company and wish to participate in the exchange
offer, you must comply with DTC's Automated Tender
Offer Program procedures, by which you will agree to
be bound by the letter of transmittal. By signing,
or agreeing to be bound by, the letter of
transmittal, you will represent to us that, among
other things:
o you acquired your old notes in the ordinary
course of your business;
o you have no arrangement or understanding with
any person or entity to participate in a
distribution of the exchange notes;
o if you are a broker-dealer that will receive
exchange notes for your own account in exchange
for old notes that were acquired as a result of
market-making activities, that you will deliver
a prospectus, as required by law, in connection
with any resale of those exchange notes; and
o you are not an "affiliate," as defined in Rule
405 of the Securities Act, of us or, if you are
an affiliate, that you will comply with any
applicable registration and prospectus delivery
requirements of the Securities Act.
Special Procedures for If you are a beneficial owner of old notes that are
Beneficial Owners.... registered in the name of a broker, dealer,
commercial bank, trust company or other
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nominee, and you want to tender old notes in the
exchange offer, you should contact the registered
holder promptly and instruct the registered holder to
tender on your behalf. If you wish to tender on your
own behalf, you must, before completing and executing
the letter of transmittal and delivering your old
notes, either make appropriate arrangements to register
ownership of the old notes in your name or obtain a
properly completed bond power from the registered
holder. The transfer of registered ownership may take
considerable time and may not be able to be completed
before expiration of the exchange offer.
Guaranteed Delivery If you wish to tender your old notes and your old notes
Procedures.......... are not immediately available or you cannot deliver
your old notes, the letter of transmittal or any other
documents required by the letter of transmittal or
comply with the applicable procedures under DTC's
Automated Tender Offer Program, before expiration of
the exchange offer, you must tender your old notes
according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer-Guaranteed
delivery procedures."
Effect on Holders of By making the exchange offer and by accepting for
Outstanding Notes..... exchange all validly tendered old notes under the
exchange offer, we have fulfilled a covenant contained
in the registration rights agreement. Accordingly,
there will be no increase in the interest rate on the
old notes under the circumstances described in the
registration rights agreement. If you are a holder of
old notes and you do not tender your old notes in the
exchange offer, you will continue to hold your old
notes and will be entitled to all the rights and
subject to all the limitations applicable to the old
notes in the indenture, except for any rights under the
registration rights agreement that terminate upon the
completion of the exchange offer.
The trading market for old notes could be adversely
affected if some but not all of the old notes are
tendered and accepted in the exchange offer.
Consequences of Failure All untendered old notes will remain subject to the
to Exchange.......... restrictions on transfer provided for in the old notes
and in the indenture. In general, the old notes may not
be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from,
or in a transaction not subject to, the Securities Act
and applicable state securities laws. Other than in
connection with the exchange offer, we do not currently
anticipate that we will register the old notes under
the Securities Act.
Federal Income Tax The exchange of old notes for exchange notes in the
Considerations....... exchange offer will not be a taxable event for U.S.
federal income tax purposes. See "Certain U.S. Federal
Tax Considerations" for a more detailed description of
the tax consequences of the exchange.
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Use of Proceeds........ We will not receive any cash proceeds from the issuance
of exchange notes pursuant to the exchange offer.
Exchange Agent......... Citibank, N.A. is the exchange agent for the exchange
offer. The address and telephone number of the exchange
agent are set forth under the caption "The Exchange
Offer-Exchange agent" of this prospectus.
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SUMMARY OF TERMS OF THE EXCHANGE NOTES
Issuer................. CK Witco Corporation
Securities Offered..... $600,000,000 aggregate principal amount of 8 1/2%
Senior Notes due 2005.
Maturity............... March 15, 2005.
Interest Payment Dates. March 15 and September 15 of each year, commencing
on September 15, 2000.
Optional Redemption.... We may redeem the notes in whole or, from time to
time, in part on at least 30 but not more than 60
days prior notice mailed to DTC, at a redemption
price equal to the greater of
o 100% of the principal amount of the notes to
be redeemed and
o the sum of the present value of the remaining
scheduled payments on the notes to be redeemed
discounted to the date of redemption, on a
semiannual basis, at the Treasury Rate (as
defined) plus 25 basis points,
plus accrued interest to the date of redemption.
See "Description of the Exchange Notes--Optional
Redemption."
Ranking................ The exchange notes are general unsecured senior
obligations and:
o rank senior to all of our existing and future
subordinated debt; and
o rank equally with all of our existing and
future senior debt.
All existing and future liabilities (including trade
payables) of our subsidiaries will be effectively
senior to the notes. See "Description of the
Exchange Notes--Ranking."
Restrictive Covenants.. We have issued the exchange notes under an indenture
with Citibank, N.A., as the trustee. The indenture
does, among other things, restrict our ability and
the ability of our subsidiaries to:
o create or assume mortgages;
o enter into sale and leaseback transactions; and
o engage in mergers, consolidations and certain
sales or leases of our properties and assets.
The indenture also limits our subsidiaries from
incurring certain forms and amounts of indebtedness
without providing a guarantee for the notes in the
case of our domestic subsidiaries and, with respect
to our foreign subsidiaries, a pledge of their
stock.
See "Description of the Exchange Notes-Certain
Covenants."
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Absence of Established The exchange notes are a new issue of securities,
Market for the Notes. and there is no established trading market for the
exchange notes. We do not intend to apply for the
exchange notes to be listed on any securities
exchange or to arrange for quotation on any
automated dealer quotation system. The initial
purchasers in the private placement of the old notes
have advised us that they intend to make a market in
the exchange notes and any new notes issued in
exchange for the exchange notes, but they are not
obligated to do so. The initial purchasers may
discontinue any market making in the exchange notes
or any new notes issued in exchange for the exchange
notes at any time in their sole discretion. We
cannot assure you that a liquid market will develop
for the exchange notes.
* * * * *
We are located at One American Lane, Greenwich, Connecticut 06831. Our
telephone number is (203) 552-2000.
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RISK FACTORS
You should carefully consider the following factors and the other
information in this prospectus before deciding to exchange your old notes for
exchange notes.
WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO FULLY REALIZE THE EXPECTED BENEFITS
OF THE CROMPTON/WITCO MERGER OR THAT WE WILL BE ABLE TO REALIZE THOSE BENEFITS
WITHIN THE EXPECTED TIME FRAME.
We cannot assure you that the cost savings, growth opportunities or other
anticipated benefits of the Crompton/Witco merger will be realized or that those
benefits will be realized within the expected time frame. We also cannot assure
you that costs or difficulties relating to the integration of the businesses of
our predecessor companies will not be greater than anticipated. Failure to
realize these benefits or encountering costs or difficulties within the expected
time frame would adversely affect our cash flow and results of operations.
WE RELY ON PATENTS FOR COMPETITIVE PURPOSES.
We own numerous U.S. and foreign patents and have patent applications
pending in the United States and abroad. We believe that our patents are of
material importance in the operation of our business, although we do not believe
that any single patent is material in relation to our business as a whole.
Our ability to compete effectively with other companies depends, to some
extent, on our ability to maintain existing patents and to create and discover
products and processes that can be protected by patents. If we are not able to
maintain our patents or to create or discover products and processes that we are
able to patent, our business could be materially adversely affected. There can
be no assurances that:
o we will succeed in obtaining patent protection for products or
processes that we create or discover;
o our existing patents will not be challenged, invalidated, narrowed or
circumvented; or
o the rights granted under our patents will provide proprietary
protection or competitive advantages in our businesses.
OUR CROP PROTECTION BUSINESS IS SEASONAL AND COULD BE NEGATIVELY IMPACTED BY
FACTORS AFFECTING THE AGRICULTURAL INDUSTRY AND BY GOVERNMENT REGULATION.
Our crop protection business is seasonal because of the planting, growing
and harvesting cycles of the agricultural industry, which impact the timing of
our customers' purchases of our products. The peak quarters for our sales are
usually the second and third fiscal quarters and therefore interim period
operating results of the crop business reflect the seasonal nature of the
business and are not indicative of results expected for the full fiscal year.
In addition, our crop protection business faces volatility as a result of
a number of other factors, including weather patterns and field conditions,
current and projected grain stocks and prices, and the agricultural policies of
the United States and foreign governments. These factors can negatively impact
production in the agricultural industry and thereby reduce the demand for our
crop protection products. The results of operations or cash flows of our crop
business may be adversely affected by these factors in any given period.
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Furthermore, our crop protection business faces extensive government
regulation in the United States and abroad. The testing, manufacturing, and
marketing of some of our crop protection products face many requirements,
including, but not limited to, the requirements of the Food and Drug
Administration. Among other requirements, FDA approval of our products is
required before they may be marketed in the United States. Similar requirements
apply in our foreign markets. FIFRA, a health and safety statute, requires that
all pesticides sold or distributed in the U.S. must first be registered with the
Environmental Protection Agency. The registration process requires us to
demonstrate that our product will not cause unreasonable adverse effects on the
environment. As a result, government regulation may prohibit the sale of some of
our products or increase our operating expenses incurred in an effort to comply
with those regulations.
WE ARE AN INTERNATIONAL COMPANY AND THEREFORE FACE EXCHANGE RATE AND OTHER
RISKS.
A significant portion of our business is conducted in currencies other
than the U.S. dollar, which is our reporting currency. We recognize foreign
currency gains or losses arising from our operations in the period incurred. As
a result, currency fluctuations among the U.S. dollar and the currencies in
which we do business have caused and will continue to cause foreign currency
transaction gains and losses, which could be material. We cannot predict the
effects of exchange rate fluctuations upon our future operating results because
of the number of currencies involved, the variability of currency exposures and
the potential volatility of currency exchange rates. We take actions to manage
our foreign currency exposure such as entering into forwards and swaps, where
available, but we cannot assure you that our strategies will adequately protect
our operating results from the effects of exchange rate fluctuations.
In addition, we have determined that if we fail to implement systems that
are able to process both the Euro and participating countries' national
currencies, we might experience disruptions to operations including a temporary
inability to process transactions, send invoices or engage in normal business
activities. Alleviating these problems with manual processing could cause delays
in our normal business activities. Delays and disruptions could adversely affect
cash flow and results of operations.
We also face risks arising from the imposition of exchange controls and
currency devaluations. Exchange controls may limit our ability to convert
foreign currencies into U.S. dollars or to remit dividends and other payments by
our foreign subsidiaries or businesses located in or conducted within a country
imposing controls. Currency devaluations result in diminished value of funds
denominated in the currency of the country instituting a devaluation. Actions of
this nature could adversely affect our earnings or cash flow.
ENVIRONMENTAL MATTERS COULD HAVE A SUBSTANTIAL NEGATIVE IMPACT ON OUR
BUSINESS.
We are subject to extensive federal, state, local and foreign
environmental, safety and health laws and regulations concerning, among other
things, emissions to the air, discharges to land and water and the generation,
handling, treatment and disposal of hazardous waste and other materials. Our
operations entail the risk of violations of those laws and regulations, many of
which provide for substantial fines and criminal sanctions for violations. We
cannot assure you that we have been or will be at all times in compliance with
all of these requirements.
In addition, these requirements, and enforcement of these requirements,
may become more stringent in the future. Although we cannot predict the ultimate
cost of compliance with any such requirements, the costs could be material.
Non-compliance could subject us to material liabilities, such as government
fines, third-party lawsuits or the suspension of non-compliant operations. We
may also be required to make significant site or operational modifications at
substantial cost. Future developments
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could also restrict or eliminate the use of or require us to make modifications
to our products, which could have a significant negative impact on our cash flow
and results of operations.
At any given time, we are involved in claims, litigation, administrative
proceedings and investigations of various types in a number of jurisdictions
involving potential environmental liabilities, including clean-up costs
associated with hazardous waste disposal sites, natural resource damages,
property damage and personal injury. We cannot assure you that the resolution of
these environmental matters will not have a material adverse effect on our
results of operations or cash flow.
ABSENCE OF PUBLIC MARKET FOR THE EXCHANGE NOTES; RESTRICTIONS ON TRANSFER.
No trading market exists for the exchange notes, and there can be no
assurance regarding the future development of a market for the exchange notes.
If a trading market does not develop or is not maintained, holders of the
exchange notes may find it difficult or impossible to resell their exchange
notes. Although the initial purchasers have advised us that they currently
intend to make a market in the exchange securities, they are not obligated to do
so and may discontinue such market-making activity at any time without notice.
Accordingly, there can be no assurance that a market will develop for the
exchange securities, or as to the liquidity of any market that does develop. The
liquidity of any market for the exchange notes will depend upon the number of
holders of exchange notes, the interest of securities dealers in making a market
in the exchange notes and on other factors.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We have based these
forward-looking statements on our current assumptions, expectations and
projections about future events. When used in this prospectus, the words
"believe," "anticipate," "intend," "estimate," "expect," "project" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain such words. These forward-looking
statements speak only as of the date of this prospectus. Neither we nor the
initial purchasers undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although management believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct or that savings or
other benefits anticipated in the forward-looking statements will be achieved.
Important factors, some of which may be beyond our control, that could cause
actual results to differ materially from management's expectations ("cautionary
statements") are disclosed in this prospectus, including in conjunction with the
forward-looking statements included in this prospectus and under "Risk Factors."
Prospectus purchasers are cautioned not to place undue reliance on these
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to us are expressly qualified in their entirety by the
cautionary statements. See "Risk Factors." These forward-looking statements are
subject to risks, uncertainties and assumptions about us, including, among other
things:
o our anticipated cash flow, sales and earnings growth strategies,
o our intention to introduce new products,
o future expenditures for capital projects, and
o our ability to continue to control costs and maintain quality.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur.
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THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
We entered into a registration rights agreement with the initial
purchasers of the old notes in which we agreed to use our reasonable best
efforts to file a registration statement relating to an offer to exchange the
old notes for exchange notes. We also agreed to use our reasonable best efforts
to cause the exchange offer to be consummated within 180 days following the
original issue of the old notes. The exchange notes have terms substantially
identical to the old notes except that the exchange notes do not contain terms
with respect to transfer restrictions, registration rights and additional
interest for our failure to observe obligations in the registration rights
agreement. The old notes were issued on March 2, 2000.
Under the circumstances set forth below, we will use our reasonable best
efforts to cause the SEC to declare effective a shelf registration statement
with respect to the resale of the old notes and keep the statement effective for
up to two years after the original issue of the old notes. These circumstances
include:
o if we are not permitted to effect the exchange offer because of any
changes in law, SEC rules or regulations or applicable interpretations
thereof by the staff of the SEC;
o if for any other reason the exchange offer registration statement is
not declared effective within 150 days following the original issue of
the notes or the exchange offer is not consummated within 180 days
after the original issue of the notes;
o upon the request of any initial purchaser of the old notes, but only
with respect to any old notes not eligible for exchange in the
exchange offer if the prospectus included in the exchange offer
registration statement is not available for resales; or
o if any holder of the old notes is not permitted by any law or
applicable interpretations by the staff of the SEC to participate in
the exchange offer or does not receive fully tradeable exchange notes
pursuant to the exchange offer and if the prospectus included in the
exchange offer registration statement is not available for resales.
If we fail to comply with our obligations under the registration rights
agreement, we may be required to pay additional interest to holders of the old
notes. Please read the section captioned "Exchange Offer; Registration Rights"
for more details regarding the registration rights agreement.
RESALE OF EXCHANGE NOTES
Based on interpretations of the SEC staff set forth in no-action letters
issued to unrelated third parties, we believe that exchange notes issued under
the exchange offer in exchange for old notes may be offered for resale, resold
and otherwise transferred by any exchange note holder without compliance with
the registration and prospectus delivery provisions of the Securities Act, if:
o the holder is not our "affiliate" within the meaning of Rule 405 under
the Securities Act;
o the exchange notes are acquired in the ordinary course of the holder's
business; and
o the holder does not intend to participate in a distribution of the
exchange notes.
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Any holder who tenders in the exchange offer with the intention of
participating in any manner in a distribution of the exchange notes:
o cannot rely on the position of the staff of the SEC set forth in
"Exxon Capital Holdings Corporation" or similar interpretive letters;
and
o must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale
transaction.
This prospectus may be used for an offer to resell, a resale or another
retransfer of exchange notes. With regard to broker-dealers, only broker-dealers
that acquired the old notes as a result of market-making activities or other
trading activities may participate in the exchange offer. Each broker-dealer
that receives exchange notes for its own account in exchange for old notes,
where the old notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.
The Letter of Transmittal states that by acknowledging and delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Please read the section
captioned "Plan of Distribution" for more details regarding the transfer of
exchange notes.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept for exchange any old notes
properly tendered and not withdrawn before expiration of the exchange offer.
The form and terms of the exchange notes are substantially identical to
the form and terms of the old notes except that the exchange notes:
o are registered under the Securities Act;
o do not bear legends restricting their transfer; and
o do not provide for any additional interest upon our failure to fulfill
our obligations under the registration rights agreement to file, and
cause to be effective, a registration statement.
The exchange notes evidence the same debt as the old notes. The exchange
notes are issued under and entitled to the benefits of the same indenture that
authorized the issuance of the old notes. Consequently, both series will be
treated as a single class of debt securities under that indenture. For a
description of the indenture, see "Description of Exchange Notes."
The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered for exchange.
As of the date of this prospectus, $600 million aggregate principal amount
of the old notes are outstanding. This prospectus and the letter of transmittal
are being sent to all registered holders of old notes. There will be no fixed
record date for determining registered holders of old notes entitled to
participate in the exchange offer.
We are conducting the exchange offer in accordance with the provisions of
the registration rights agreement, the applicable requirements of the Securities
Act and the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC. Old notes that are not tendered for exchange in the
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exchange offer will remain outstanding and continue to accrue interest and will
be entitled to the rights and benefits their holders have under the indenture
relating to the old notes.
We will be deemed to have accepted for exchange properly tendered old
notes when we have given oral or written notice of the acceptance to the
exchange agent. The exchange agent will act as agent for the tendering holders
for the purposes of receiving the exchange notes from us and delivering the
exchange notes to holders. Subject to the terms of the registration rights
agreement, we expressly reserve the right to amend or terminate the exchange
offer, and not to accept for exchange any old notes not previously accepted for
exchange, upon the occurrence of any of the conditions specified below under the
caption "--Conditions."
Holders who tender old notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes. We
will pay all charges and expenses, other than applicable taxes described below,
in connection with the exchange offer. It is important that you read the section
labeled "--Fees and expenses" below for more details regarding fees and expenses
incurred in the exchange offer.
EXPIRATION OF THE EXCHANGE OFFER; EXTENSIONS; AMENDMENTS
The exchange offer will expire at 5:00 p.m., New York City time, on
[expiration date], 2000, unless, in our sole discretion, we extend it.
In order to extend the exchange offer, we will notify the exchange agent
by oral or written notice of any extension, followed by a public announcement of
the extension no later than 9:00 a.m., New York City time, on the business day
after the previously scheduled expiration of the exchange offer.
Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, termination or amendment of the
exchange offer, we will have no obligation to publish, advertise, or otherwise
communicate any public announcement, other than by making a timely release to a
financial news service.
CONDITIONS
Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any exchange notes for, any old notes, and we
may terminate the exchange offer as provided in this prospectus before accepting
any old notes for exchange if in our reasonable judgment:
o the exchange offer, or the making of any exchange by a holder of old
notes, would violate applicable law or any applicable interpretation
of the staff of the SEC; or
o any action or proceeding has been instituted or threatened in any
court or by or before any governmental agency with respect to the
exchange offer that, in our judgment, would reasonably be expected to
impair our ability to proceed with the exchange offer.
In addition, we will not be obligated to accept for exchange the old notes
of any holder that has not made to us:
o the representation that all exchange notes to be received by it shall
be acquired in the ordinary course of its business and that at the
time of the consummation of the exchange offer it shall have no
arrangement or understanding with any person to participate in the
distribution (within the meaning of the 1933 Act) of the exchange
notes and shall have made such other
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representations as may be reasonably necessary under applicable SEC
rules, regulations or interpretations to render the use of Form S-4
under the 1933 Act available;
o the representations described under "--Procedures for tendering"; and
o any other representations that may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make available
to us an appropriate form for registration of the exchange notes under
the Securities Act.
We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. Consequently, we may
delay acceptance of any old notes by giving oral or written notice of an
extension to their holders. During an extension, all old notes previously
tendered will remain subject to the exchange offer, and we may accept them for
exchange. We will return any old notes that we do not accept for exchange for
any reason without expense to their tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.
We expressly reserve the right to amend or terminate the exchange offer,
and to reject for exchange any old notes not previously accepted for exchange,
upon the occurrence of any of the conditions of the exchange offer specified
above. We will give oral or written notice of any extension, amendment,
non-acceptance or termination to the holders of the old notes as promptly as
practicable. In the case of any extension, the notice of extension will be
issued no later than 9:00 a.m., New York City time, on the business day after
the previously scheduled expiration of the exchange offer.
These conditions are solely for our benefit and we may assert them
regardless of the circumstances that may give rise to them or waive them in
whole or in part at any time or at various times in our sole discretion. If we
fail at any time to exercise any of the foregoing rights, this failure will not
constitute a waiver of that right. Each of these rights will be deemed an
ongoing right that we may assert at any time or at various times.
In addition, we will not accept for exchange any old notes tendered, and
will not issue exchange notes in exchange for any old notes, if at that time a
stop order is threatened or in effect with respect to the registration statement
of which this prospectus constitutes a part or the qualification of the
indenture under the Trust Indenture Act of 1939.
PROCEDURES FOR TENDERING
Only a holder of record of old notes may tender old notes in the exchange
offer. To tender in the exchange offer, a holder must:
o complete, sign and date the letter of transmittal, or a facsimile of
the letter of transmittal; have the signature on the letter of
transmittal guaranteed if the letter of transmittal so requires; and
mail or deliver the letter of transmittal or facsimile to the exchange
agent prior to the expiration date; or
o comply with DTC's Automated Tender Offer Program procedures described
below.
In addition, either:
o the exchange agent must receive old notes along with the letter of
transmittal; or
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o the exchange agent must receive, before expiration of the exchange
offer, a timely confirmation of book-entry transfer of old notes into
the exchange agent's account at DTC according to the procedure for
book-entry transfer described below or a properly transmitted agent's
message; or
o the holder must comply with the guaranteed delivery procedures
described below.
To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at the
address set forth below under "--Exchange agent" before expiration of the
exchange offer.
The tender by a holder that is not withdrawn before expiration of the
exchange offer will constitute an agreement between that holder and us in
accordance with the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal.
THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE HOLDER'S ELECTION AND
RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW SUFFICIENT TIME TO
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE EXPIRATION OF THE EXCHANGE OFFER.
HOLDERS SHOULD NOT SEND THE LETTER OF TRANSMITTAL OR OLD NOTES TO US. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES
OR OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR THEM.
Any beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct it to
tender on the owner's behalf. If the beneficial owner wishes to tender on its
own behalf, it must, prior to completing and executing the letter of transmittal
and delivering its old notes, either:
o make appropriate arrangements to register ownership of the old notes
in the owner's name; or
o obtain a properly completed bond power from the registered holder of
old notes.
The transfer of registered ownership may take considerable time and may
not be completed prior to the expiration date.
Signatures on a letter of transmittal or a notice of withdrawal described
below must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the U.S.
or another "eligible institution" within the meaning of Rule 17Ad-15 under the
Exchange Act, unless the old notes are tendered:
o by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the
letter of transmittal; or
o for the account of an eligible institution.
If the letter of transmittal is signed by a person other than the
registered holder of any old notes, the old notes must be endorsed or
accompanied by a properly completed bond power. The bond power must be signed by
the registered holder as the registered holder's name appears on the old notes
and an eligible institution must guarantee the signature on the bond power.
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If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, these
persons should so indicate when signing. Unless we waive this requirement, they
should also submit evidence satisfactory to us of their authority to deliver the
letter of transmittal.
The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's Automated Tender Offer
Program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the old notes to the exchange agent in
accordance with its procedures for transfer. DTC will then send an agent's
message to the exchange agent. The term "agent's message" means a message
transmitted by DTC, received by the exchange agent and forming part of the
book-entry confirmation, to the effect that:
o DTC has received an express acknowledgment from a participant in its
Automated Tender Offer Program that is tendering old notes that are
the subject of the book-entry confirmation;
o the participant has received and agrees to be bound by the terms of
the letter of transmittal or, in the case of an agent's message
relating to guaranteed delivery, that the participant has received and
agrees to be bound by the applicable notice of guaranteed delivery;
and
o the agreement may be enforced against the participant.
We will determine in our sole discretion all questions as to the validity,
form, eligibility (including time of receipt), acceptance of tendered old notes
and withdrawal of tendered old notes. Our determination will be final and
binding. We reserve the absolute right to reject any old notes not properly
tendered or any old notes the acceptance of which would, in the opinion of our
counsel, be unlawful. We also reserve the right to waive any defects,
irregularities or conditions of tender as to particular old notes. Our
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes must be cured within the time that we determine. Although we intend
to notify holders of defects or irregularities with respect to tenders of old
notes, neither we, the exchange agent nor any other person will incur any
liability for failure to give notification. Tenders of old notes will not be
deemed made until any defects or irregularities have been cured or waived. Any
old notes received by the exchange agent that are not properly tendered and as
to which those defects or irregularities have not been cured or waived will be
returned by the exchange agent without cost to the tendering holder, unless
otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.
In all cases, we will issue exchange notes for old notes that we have
accepted for exchange under the exchange offer only after the exchange agent
timely receives:
o old notes or a timely book-entry confirmation that old notes have been
transferred into the exchange agent's account at DTC; and
o a properly completed and duly executed letter of transmittal and all
other required documents or a properly transmitted agent's message.
By signing the letter of transmittal, each tendering holder of old notes
represents to us that, among other things:
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o any exchange notes that the holder receives will be acquired in the
ordinary course of its business;
o the holder has no arrangement or understanding with any person or
entity to participate in the distribution of the exchange notes;
o if the holder is not a broker-dealer, that it is not engaged in and
does not intend to engage in the distribution of the exchange notes;
o if the holder is a broker-dealer that will receive exchange notes for
its own account in exchange for old notes that were acquired as a
result of market-making activities or other trading activities, that
it will deliver a prospectus, as required by law, in connection with
any resale of those exchange notes (see "Plan of Distribution"); and
o the holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of us or, if the holder is an affiliate, it will
comply with any applicable registration and prospectus delivery
requirements of the Securities Act.
BOOK-ENTRY TRANSFER
The exchange agent will make a request to establish an account with
respect to the old notes at DTC for purposes of the exchange offer promptly
after the date of this prospectus; and any financial institution participating
in DTC's system may make book-entry delivery of old notes by causing DTC to
transfer old notes into the exchange agent's account at DTC in accordance with
DTC's procedures for transfer. Holders of old notes who are unable to deliver
confirmation of the book-entry tender of their old notes into the exchange
agent's account at DTC or all other documents required by the letter of
transmittal to the exchange agent on or prior to the expiration date must tender
their old notes according to the guaranteed delivery procedures described below.
GUARANTEED DELIVERY PROCEDURES
Holders wishing to tender their old notes but whose old notes are not
immediately available or who cannot deliver their old notes, the letter of
transmittal or any other required documents to the exchange agent or comply with
the applicable procedures under DTC's Automated Tender Offer Program before
expiration of the exchange offer may tender if:
o the tender is made through an eligible institution;
o before expiration of the exchange offer, the exchange agent receives
from the eligible institution either a properly completed and duly
executed notice of guaranteed delivery, by facsimile transmission,
mail or hand delivery, or a properly transmitted agent's message and
notice of guaranteed delivery:
o setting forth the name and address of the holder and the registered
number(s) and the principal amount of old notes tendered;
o stating that the tender is being made by guaranteed delivery; and
o guaranteeing that, within three New York Stock Exchange trading days
after expiration of the exchange offer, the letter of transmittal or
facsimile thereof together with the old notes or a book-entry
confirmation, and any other documents required by the letter of
transmittal will be deposited by the eligible institution with the
exchange agent; and
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<PAGE>
o the exchange agent receives the properly completed and executed letter
of transmittal or facsimile thereof, as well as all tendered old notes
in proper form for transfer or a book-entry confirmation, and all
other documents required by the letter of transmittal, within three
New York Stock Exchange trading days after expiration of the exchange
offer.
Upon request to the exchange agent, a notice of guaranteed delivery will
be sent to holders who wish to tender their old notes according to the
guaranteed delivery procedures set forth above.
WITHDRAWAL OF TENDERS
Except as otherwise provided in this prospectus, holders of old notes may
withdraw their tenders at any time before expiration of the exchange offer.
For a withdrawal to be effective:
o the exchange agent must receive a written notice, which may be by
telegram, telex, facsimile transmission or letter, of withdrawal at
one of the addresses set forth below under "-Exchange agent"; or
o holders must comply with the appropriate procedures of DTC's Automated
Tender Offer Program system.
Any notice of withdrawal must:
o specify the name of the person who tendered the old notes to be
withdrawn;
o identify the old notes to be withdrawn, including the principal amount
of the old notes to be withdrawn; and,
o where certificates for old notes have been transmitted, specify the
name in which the old notes were registered, if different from that of
the withdrawing holder.
If certificates for old notes have been delivered or otherwise identified
to the exchange agent, then, prior to the release of those certificates, the
withdrawing holder must also submit:
o the serial numbers of the particular certificates to be withdrawn; and
o a signed notice of withdrawal with signatures guaranteed by an
eligible institution, unless the withdrawing holder is an eligible
institution.
If old notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn old notes and
otherwise comply with the procedures of the facility. We will determine all
questions as to the validity, form and eligibility, including time of receipt,
of notices of withdrawal, and our determination shall be final and binding on
all parties. We will deem any old notes so withdrawn not to have been validly
tendered for exchange for purposes of the exchange offer. We will return any old
notes that have been tendered for exchange but that are not exchanged for any
reason to their holder without cost to the holder, or in the case of old notes
tendered by book-entry transfer into the exchange agent's account at DTC
according to the procedures described above, those old notes will be credited to
an account maintained with DTC for old notes, as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. You may
retender properly withdrawn old notes
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by following one of the procedures described under "--Procedures for tendering"
above at any time on or before expiration of the exchange offer.
EXCHANGE AGENT
Citibank, N.A. has been appointed as exchange agent for the exchange
offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent addressed
as follows:
Citibank, N.A.
111 Wall Street, 5th Floor
New York, NY 10005
Attn: Global Agency and Trust Services
By Facsimile Transmission (for Eligible Institutions Only):
Citibank, N.A.
(212) 825-3483
Attn: Global Agency and Trust Services
To Confirm by Telephone or for Information Call: (800) 422-2066
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SHOWN ABOVE OR
TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY OF THE LETTER OF TRANSMITTAL.
FEES AND EXPENSES
We will bear the expenses of soliciting tenders. The principal
solicitation is being made by mail; however, we may make additional
solicitations by telegraph, telephone or in person by our officers and regular
employees and those of our affiliates.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.
We will pay the cash expenses to be incurred in connection with the
exchange offer. These expenses include:
o SEC registration fees;
o fees and expenses of the exchange agent and trustee;
o accounting and legal fees; and
o printing and mailing costs.
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TRANSFER TAXES
We will pay all transfer taxes, if any, applicable to the exchange of old
notes under the exchange offer. The tendering holder, however, will be required
to pay any transfer taxes, whether imposed on the registered holder or any other
person, if:
o certificates representing old notes for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be issued
in the name of, any person other than the registered holder of old
notes tendered;
o tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or
o a transfer tax is imposed for any reason other than the exchange of
old notes under the exchange offer.
If satisfactory evidence of payment of transfer taxes is not submitted
with the letter of transmittal, the amount of any transfer taxes will be billed
to the tendering holder.
ACCOUNTING TREATMENT
We will record the exchange notes in our accounting records at the same
carrying value as the old notes, which is the aggregate principal amount, as
reflected in our accounting records on the date of exchange. Accordingly, we
will not recognize any gain or loss for accounting purposes in connection with
the exchange offer. We will record the expenses of the exchange offer as
incurred.
OTHER
Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. We urge you to consult your financial and tax
advisors in making your own decision on what action to take.
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer.
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CAPITALIZATION
The following sets forth the capitalization of our company as of December
31, 1999, on an as adjusted basis to reflect the sale of the old notes and
$25,000,000 principal amount of Floating Rate Notes due 2001 and the application
of the net proceeds from their sale.
AS OF DECEMBER 31, 1999
AS ADJUSTED
------------------------
(in thousands, except
share data)
Long-term debt (including current portion):
Senior Notes offered hereby, net of discount of
$2,646.............................................. 597,354
Floating Rate Notes due 2001........................ 25,000
364-Day Senior Unsecured Revolving Credit Facility.. --
Five year Senior Unsecured Credit Facility.......... 112,246
6.6% Notes due 2003................................. 159,248
6.125% Notes due 2006............................... 135,499
6.875% Debentures due 2026.......................... 122,515
7.75% Debentures due 2023........................... 108,304
AIBOR plus 0.5925% Bank Loans due 2003.............. 54,364
AIBOR plus 1.725% Bank Loan due 2003................ 11,934
5.85% Bonds due 2023................................ 9,279
Variable Rate Bond due 2014......................... 8,500
8.2% Bank Loan due 2006............................. 7,501
Capital lease obligation............................ 6,629
Other............................................... 6,039
Total long-term debt............................ -----------
1,364,412
-----------
Shareholders' equity
Common stock, $0.01 par value
(500,000,000 shares authorized and 119,071,693
shares issued).................................... 1,191
Additional paid-in capital.......................... 1,047,518
Accumulated deficit................................. (200,374)
Accumulated other comprehensive loss................ (61,238)
Treasury stock, at cost............................. (27,185)
------------
Total shareholders' equity...................... 759,912
------------
Total capitalization............................
$2,155,486
============
----------------------
----------------------
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<PAGE>
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
The following tables contain selected historical financial and operating
data of CK Witco, Crompton and Witco as of the dates and for the periods
indicated. You should read the following data together with the other historical
information and statements (including related notes) of CK Witco incorporated by
reference in this prospectus. Please also read "Capitalization."
CROMPTON AND CK WITCO HISTORICAL FINANCIAL AND OPERATING DATA (1)
The Crompton and CK Witco historical financial data as of and for each of
the years in the five-year period ended December 31, 1999 have been derived from
audited financial statements of the Company.
YEARS
ENDED
-----
DEC 30, DEC. 28, DEC. 27, DEC. 26, DEC. 31,
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net sales..............$1,744,834 $1,803,969 $1,851,180 $1,796,119 $2,092,358
Interest expense....... 122,398 114,244 103,349 78,520 69,833
Earnings (loss) before
extraordinary
loss and cumulative
effect of
accounting changes... 139,922 (3)(22,054) (4)92,071 (5)183,223 (6)(159,351)
Net earnings (loss).... 131,643 (22,495) 86,829 161,755 (175,038)
EBITDA (2)............. 305,540 301,212 332,134 340,394 342,549
Earnings per common share
basic:
Earnings (loss) per common
share before extraordinary
loss and cumulative effect
of accounting changes.. 2.13 (3)(0.31) (4)1.25 (5) 2.48 (6)(1.91)
Net earnings (loss) per
common share......... 2.01 (0.31) 1.18 2.20 (2.10)
Weighted average number of
shares outstanding..... 65,572 72,026 73,373 73,696 83,507
Earnings per common share
diluted:
Earnings (loss) per common
share before extraordinary
loss and cumulative effect
of accounting changes.. 2.11 (3)(0.31) (4)1.22 (5) 2.42 (6)(1.91)
Net earnings (loss) per
common share......... 1.99 (0.31) 1.15 2.14 (2.10)
Weighted average number of
shares outstanding... 66,269 72,026 75,358 75,700 83,507
CONSOLIDATED BALANCE SHEET DATA:
Total assets........... 1,655,845 1,657,190 1,548,820 1,408,893 3,726,618
Long-term debt......... 974,156 1,054,982 896,291 646,857 1,309,812
Cash dividends declared
per common share..... 0.52 0.27 0.05 0.05 0.10
RATIO OF EARNINGS TO
FIXED CHARGES (7): 1.76 0.92 2.46 4.75 (8)
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- ------------------------------
(1) Data for all periods presented represent the results of Crompton (the
predecessor to CK Witco Corporation) except for the twelve months
ended December 31, 1999, which also includes four months of results
from the merger of Crompton and Witco.
(2) EBITDA represents operating profit plus depreciation and amortization
and excludes one-time non-recurring gains and losses noted in items
(3) through (6) below to the extent included in operating profit.
EBITDA is not intended to represent cash flow or any other measure of
performance in accordance with generally accepted accounting
principles. We use EBITDA as a key internal performance measure and
have included EBITDA because EBITDA may be used by certain investors
as one measure of a company's ability to service its debt.
(3) Includes an after-tax charge of $68.1 million for merger and related
costs and an after-tax special environmental charge of $18.5 million.
(4) Includes an after-tax special environmental charge of $9.0 million, an
after-tax charge for severance and other costs of $7.8 million, and an
after-tax gain of $16.8 million related to the settlement of certain
post-retirement liabilities.
(5) Includes an after-tax gain of $92.1 million from the sale of a 50%
interest of the seed treatment business, an after-tax charge of $21.1
million related to facility closure costs, and an after-tax charge of
$5.0 million for the conversion of certain inventories from LIFO to
FIFO.
(6) Includes an after-tax gain of $26.8 million related to the sale of the
specialty ingredients business, an after-tax loss of $65.5 million
related to the sale of the textile colors business, an after-tax
charge of $20.6 million related to merger and related costs, and an
after-tax charge of $195.0 million for the write-off of acquired
in-process research and development.
(7) Please see "Statement of Computation of Ratios," attached as Exhibit
12.1 hereto.
(8) Earnings were less than fixed charges by $119.7 million for 1999.
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WITCO HISTORICAL FINANCIAL AND OPERATING DATA
The Witco historical financial data as of and for each of the years in the
four-year period ended December 31, 1998, have been derived from the
consolidated financial statements of Witco, which have been audited by Ernst &
Young LLP, independent certified public accountants. The Witco historical
financial data as of June 30, 1998 and 1999 and for each of the six-month
periods then ended, have been derived from Witco's unaudited consolidated
financial statements which, in the opinion of Witco's management, include all
material adjustments necessary for a fair presentation thereof.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
------------------------ -------------------------
1995 1996 1997 1998 1998 1999
------ ------ ------ ------ ------ ------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net sales................. $1,985,077 $2,263,327 $2,187,402 $1,941,529 $1,011,676 $974,433
Interest expense.......... 43,689 69,334 53,004 48,361 23,992 28,291
Earnings (loss) from
continuing operations
before cumulative
effect of accounting
change.................. (2) 100,346 (3) (247,174) (4) 90,078 (5) 58,935 (6) 35,602 (7) 21,323
Net earnings (loss)....... 104,445 (315,087) 94,877 58,935 35,602 21,323
EBITDA(1)................. 263,535 298,559 325,958 245,773 141,521 129,197
Earnings per common share basic:
Earnings (loss) per common share
from continuing operations
before cumulative effect of
accounting change....... (2) 1.78 (3) (4.37) (4) 1.58 (5) 1.02 (6) 0.62 (7) 0.37
Net earnings (loss) per
common share............ 1.85 (5.57) 1.66 1.02 0.62 0.37
Weighted average number of
shares outstanding...... 56,312 56,591 57,130 57,518 57,485 57,565
Earnings per common share diluted:
Earnings (loss) per common share
from continuing operations
before cumulative effect of
accounting change....... (2) 1.77 (3) (4.37) (4) 1.55 (5) 1.02 (6) 0.61 (7) 0.37
Net earnings (loss) per
common share............ 1.84 (5.57) 1.63 1.02 0.61 0.37
Weighted average number of
shares outstanding...... 56,656 56,591 58,042 57,958 58,173 57,739
CONSOLIDATED BALANCE SHEET DATA:
Total assets.............. 2,750,604 2,391,705 2,297,652 2,338,869 2,256,467 2,307,166
Long-term debt............ 683,830 700,820 645,101 688,192 680,400 677,334
Cash dividends declared
per common share........ 1.12 1.12 1.12 1.12 0.56 0.56
</TABLE>
- -------------------
(1) EBITDA represents operating profit plus depreciation and amortization
and excludes one-time non-recurring gains and losses noted in items
(2) through (6) below to the extent included in operating profit.
EBITDA is not intended to represent cash flow or any other measure of
performance in accordance with generally accepted accounting
principles. We use EBITDA as a key internal performance measure and
have included EBITDA because EBITDA may be used by certain investors
as one measure of a company's ability to service its debt.
(2) Includes a net after-tax gain of $33.7 million related to settlements
with certain insurers, an after-tax gain of $33.0 million related to
the disposition of businesses, an after-tax restructuring charge of
$20.6 million, and an after-tax charge of $11.0 million for
environmental remediation costs and litigation.
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<PAGE>
(3) Includes an after-tax restructuring charge of $239.3 million, other
after-tax charges of $71.3 million for environmental remediation
costs, litigation and other matters, and a net after-tax gain of $2.6
million related to settlements with certain insurers.
(4) Includes an after-tax restructuring charge of $8.0 million, a net
after-tax gain of $0.6 million related to settlements with certain
insurers, and an after-tax gain of $1.2 million from the disposition
of businesses.
(5) Includes after-tax restructuring credits, net of $21.1 million, an
after-tax charge of $13.4 million for environmental remediation costs,
litigation and other matters, and after-tax gains of $3.2 million
related to the disposition of businesses and an investment.
(6) Includes an after-tax restructuring charge of $3.1 million, an
after-tax gain of $2.5 million from the disposition of an investment
and an after-tax gain of $0.2 million from the disposition of
businesses.
(7) Includes an after-tax restructuring charge of $2.0 million and an
after-tax gain of $1.3 million from the disposition of businesses.
DESCRIPTION OF THE EXCHANGE NOTES
We are issuing the exchange notes under the same indenture, dated as of
March 1, 2000, between us and Citibank, N.A., as trustee, under which the old
notes were issued. We will provide you with a copy of the indenture upon
request. The indenture contains provisions that define your rights under the
exchange notes. In addition, the indenture governs our obligations under the
exchange notes. The terms of the exchange notes include those stated in the
indenture and those made part of the indenture by reference to the Trust
Indenture Act.
The following description is meant to be only a summary of the indenture.
It does not restate the terms of the indenture in their entirety. We urge you to
read carefully the indenture as it, and not this description, governs your
rights as holders.
PRINCIPAL, MATURITY AND INTEREST
We are initially issuing exchange notes in an aggregate principal amount of
$600 million. The exchange notes will mature on March 15, 2005. We are issuing
the exchange notes in fully registered form, without coupons, in denominations
of $1,000 and any integral multiple of $1,000.
Each exchange note we issue will bear interest at a rate of 8 1/2% and will
pay interest beginning on September 15, 2000. We will pay interest semiannually
on March 15 and September 15 of each year by wire transfer in immediately
available funds. Interest on the securities will accrue from the most recent
date to which interest has been paid on the securities or, if no interest has
been paid, from March 7, 2000. We will pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the
rate borne by the securities to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.
PAYING AGENT AND REGISTRAR
We will pay the principal of, premium, if any, and interest on the exchange
notes at any office of ours or any agency designated by us which is located in
the Borough of Manhattan, the City of New York. We have initially designated
Citibank, N.A. as the Paying Agent and Registrar. The location of the Paying
Agent's office is 111 Wall Street, 5th Floor, New York, New York 10005. We
reserve the right, however, to pay interest by check mailed directly to holders
at their registered addresses. We may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any security holder. We or any of
our domestically incorporated subsidiaries may act as Paying Agent, Registrar or
co-registrar.
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<PAGE>
Holders may exchange or transfer their exchange notes at the location given
in the preceding paragraph. No service charge will be made for any registration
of transfer or exchange of exchange notes. We may, however, require holders to
pay any transfer tax or other similar governmental charge payable in connection
with a transfer or exchange.
OPTIONAL REDEMPTION
CK Witco may redeem the exchange notes in whole or, from time to time, in
part on at least 30 but not more than 60 days prior notice mailed to DTC, at a
redemption price equal to the greater of
o 100% of the principal amount of the exchange notes to be redeemed and
o the sum of the present value of the Remaining Scheduled Payments on
the exchange notes to be redeemed discounted to the date of
redemption, on a semiannual basis, at the Treasury Rate plus 25 basis
points,
plus accrued interest to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the exchange notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the exchange notes. "Independent Investment Banker" means one
of the Reference Treasury Dealers appointed by CK Witco.
"Comparable Treasury Price" means, with respect to any redemption date,
o the average of the bid and asked price for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank
of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or
o if such release (or any successor release) is not published or
does not contain such prices on such Business Day, (a) the
average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., and Goldman, Sachs & Co. and
their respective successors and, at the option of CK Witco, additional Primary
Treasury Dealers; provided, however, that if any of the foregoing shall cease to
be a primary U.S. Government Securities dealer in The City of New York (a
"Primary Treasury Dealer"), CK Witco shall substitute therefor another Primary
Treasury Dealer.
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<PAGE>
"Remaining Scheduled Payments" means, with respect to any exchange note,
the remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such exchange note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
SELECTION
If we partially redeem exchange notes, the Trustee will select the exchange
notes to be redeemed on a ratable basis, by lot or by such other method as the
Trustee deems to be fair and appropriate. However, no exchange note of $1,000 in
original principal amount or less will be redeemed in part. On and after the
redemption date, interest will cease to accrue on exchange notes or portions of
exchange notes called for redemption so long as we have deposited with the
paying agent funds sufficient to pay the principal of, plus accrued and unpaid
interest on, and additional amounts in respect of, the exchange notes to be
redeemed.
RANKING
The exchange notes:
o are general unsecured obligations of us;
o rank equally in right of payment to all of our existing and
future senior indebtedness;
o rank senior in right of payment to all of our existing and future
subordinated indebtedness.
Although we are an operating company, we conduct some of our operations
through Subsidiaries. All existing and future liabilities (including trade
payables) of our Subsidiaries will be effectively senior to the exchange notes.
As adjusted to reflect this offering, the offering of the Floating Rate Notes
and the application of the net proceeds therefrom, as of December 31, 1999, on a
consolidated basis we would have had $1.4 billion of indebtedness outstanding,
and no indebtedness ranking senior to the exchange notes. As adjusted to reflect
this offering and the offering of the Floating Rate Notes, as of December 31,
1999 our Subsidiaries would have had an immaterial amount of indebtedness and
trade payables. The Indenture contains a covenant that will limit our
subsidiaries from incurring certain forms and amounts of indebtedness without
providing a guarantee for the exchange notes in the case of our domestic
Subsidiaries and, with respect to our Foreign Subsidiaries, a pledge of their
stock. See "--Certain Covenants-Limitation on Subsidiary Indebtedness."
CERTAIN COVENANTS
Limitation on Mortgages. We may not create or assume and may not permit
any Restricted Subsidiary other than a Foreign Subsidiary to create or assume
any Mortgage of or upon any of our Principal Properties, or of or upon any
income or profits therefrom, without making effective provision whereby the
exchange notes will be secured by such Mortgage equally and ratably with any and
all other obligations and Indebtedness secured by such Mortgage or shall be
secured by a senior Mortgage, so long
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<PAGE>
as any such other obligations and Indebtedness shall be so secured. However, the
foregoing covenant will not apply to any of the following:
(a) the creation of any Mortgage on any after-acquired property,
contemporaneously with the acquisition or within 270 days thereafter, to secure
or provide for the payment of any part of the purchase price of such property,
or the assumption by us or any Restricted Subsidiary of any Mortgage upon any
after-acquired property existing at the time such property is acquired, except
to the extent that the principal amount of any Indebtedness secured by any such
Mortgage created or assumed exceeds the cost to us or the Restricted Subsidiary,
as the case may be, of the property covered by such Mortgage (including, in the
case of the assumption of such Mortgage, the principal amount of the
Indebtedness secured by such Mortgage), or the fair value (if and as determined
by our Board of Directors) of such property at the time the Mortgage is created
or assumed, whichever is less;
(b) any Mortgage on any property acquired by us or any Restricted
Subsidiary existing at the time of such acquisition and any Mortgage executed by
any corporation or other entity acquired by us or any Restricted Subsidiary and
exclusively securing any Indebtedness in a principal amount existing at the time
of such acquisition, and, in each case, not assumed by us or any Restricted
Subsidiary;
(c) any Mortgage executed (i) by any Restricted Subsidiary and exclusively
securing any Indebtedness incurred by such Restricted Subsidiary to us or to one
or more other Restricted Subsidiaries or (ii) by CK Witco and exclusively
securing any Indebtedness incurred by CK Witco to any Restricted Subsidiary;
(d) the creation of one or more Mortgages for the sole purpose of
extending, renewing, refinancing or refunding in whole or in part one or more of
the Mortgages referred to in the preceding clauses (a), (b) or (c) or one or
more of the Mortgages existing on March 7, 2000 on any of our assets or the
assets of a Restricted Subsidiary or one or more Mortgages permitted by this
paragraph. However, the aggregate principal amount of Indebtedness secured by
any such extending, renewal, refinancing or refunding Mortgage shall not exceed
the aggregate amount of Indebtedness secured by the Mortgage or Mortgages being
extended, renewed, refinanced or refunded at the time of such extension,
renewal, refinancing or refunding and that such extending, renewal, refinancing
or refunding Mortgage shall be limited to: all or any part of the same property
(and improvements on the property) which secured the Mortgage extended, renewed,
refinanced or refunded or in the case of a simultaneous extension, renewal,
refinancing or refunding of one or more Mortgages on contiguous property (and
improvements on the property), all or any part of the same contiguous property
which secured the Mortgage extended, renewed, refinanced or refunded. However,
in the case of any extension, renewal, refinancing or refunding of any Mortgage
of the type described in (c) above or in this clause (d), neither we nor any
Restricted Subsidiary (other than the Restricted Subsidiary whose property is
subject thereto) that has not theretofore assumed the Indebtedness secured
thereby shall assume any Indebtedness secured by such extending, renewal,
refinancing or refunding Mortgage;
(e) liens of carriers, warehousemen, mechanics and materialmen incurred in
the ordinary course of business for sums not yet due or being contested in good
faith;
(f) liens in favor of the United States of America, or any state or
subdivision thereof, or any other county or subdivision thereof where we or any
Restricted Subsidiary may transact any of its business, or any governmental
agency, to the extent required in the ordinary course of business;
(g) liens for taxes or assessments or governmental charges or levies, if
such taxes, assessments, governmental charges or levies shall not at the time be
due and payable, or if the same thereafter can be paid without penalty, or if
the same are being contested in good faith by appropriate proceedings;
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(h) pledges or deposits to secure payment of worker's compensation or
insurance premiums, or in connection with tenders, bids or contracts (other than
contracts for the payment of money) or leases, deposits to secure surety, appeal
or performance bonds, pledges or deposits in connection with contracts made with
or at the request of the United States of America or any state or any agency of
the United States or any such state, and pledges or deposits for purposes
similar to any of the above in the ordinary course of business;
(i) liens created by or resulting from any litigation or legal or
administrative proceeding which at the time is currently being contested in good
faith by appropriate proceedings;
(j) leases made or existing (i) on property in the ordinary course of
business or (ii) on individual properties subject to the lease having a value of
less than $1 million per property or $25 million in the aggregate;
(k) landlords' liens on property held under lease;
(l) liens incurred in the ordinary course of business with respect to
obligations that (i) are not incurred in connection with the borrowing of money
or the obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (ii) do not in the aggregate materially detract from the
value of the property or materially impair the use thereof in the operation of
business by CK Witco or any of its Restricted Subsidiaries;
(m) liens with respect to Permitted Subsidiary Indebtedness incurred
pursuant to the seventh, eighth and tenth bullet points of the definition of
Permitted Subsidiary Indebtedness;
(n) any Mortgage securing Indebtedness, the net proceeds of which are
promptly deposited to defease the Securities as described under "Defeasance and
Covenant Defeasance;" and
(o) any Mortgage created pursuant to and in compliance with the provisions
under "--Sales of Accounts Receivable."
Notwithstanding the foregoing limitation on Mortgages, we or any
Restricted Subsidiary may grant easements for ingress and egress over property
owned by us or such Restricted Subsidiary in favor of the United States or any
state (or any instrumentality of either) as is necessary to permit the
attachment or removal of any equipment or other property designed primarily for
the purpose of pollution control, solid waste and waste water treatment and with
respect to which we or any Restricted Subsidiary may have granted a lien or
transferred title to such government or governmental agency under any exception
to the limitation on mortgages or the limitation on sale and leaseback
transactions described below in connection with the financing of such
anti-pollution equipment or other property. However, any such Mortgage on such
anti-pollution equipment or property does not apply to any other property owned
by us or any Restricted Subsidiary and any such transfer of title to such
anti-pollution equipment or property does not include transfer of title to any
other property theretofore owned by us or any Restricted Subsidiary.
The sale or other transfer of oil, gas or other minerals in place for a
period of time until, or in an amount such that, the transferee will realize
from the sale or transfer a specified amount (however determined) of money for
such minerals, or the sale or other transfer of any other interest in property
of the character commonly referred to as a production payment will not be deemed
to create any Mortgage upon any of our assets or the assets of any Restricted
Subsidiary.
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If at any time CK Witco or any Restricted Subsidiary shall create or
assume any Mortgage not excepted from this limitation on Mortgages as above
provided, and not exempted under "--Exempted Indebtedness," CK Witco will
promptly deliver to the Trustee (1) an officers' certificate stating that the
covenant of CK Witco contained in the first paragraph of the foregoing
limitation on Mortgages has been complied with, and (2) an opinion of counsel
stating that, in the opinion of such counsel, such covenant has been complied
with and that any instruments executed by CK Witco in performance of such
covenant comply with the requirements thereof.
In the event that CK Witco shall hereafter secure the exchange notes
equally and ratably with, or senior to, any other obligation or Indebtedness
pursuant to the provisions of this limitation on Mortgages, the Trustee is
authorized to enter into an amendment to the Indenture or agreement supplemental
thereto and to take such action, if any, as it may deem advisable to enable it
to enforce effectively the rights of the holders of the exchange notes so
secured equally and ratably with such other obligation or Indebtedness. The
Trustee shall be entitled to receive an opinion of counsel as conclusive
evidence that any amendment hereto or action taken equally and ratably to secure
the exchange notes complies with the provisions of this limitation on Mortgages.
In the event that CK Witco or any Restricted Subsidiary shall be entitled in
accordance with the provisions of the Indenture to a release of any Mortgage
granted to secure the exchange notes, the Trustee is hereby authorized to take
such action and execute and deliver such documents and instruments as CK Witco
or such Restricted Subsidiary may request to implement and evidence the release
of such Mortgage.
Subject to the provisions under "--Limitation on Sale and Leaseback
Transactions," nothing herein contained shall be deemed to prevent CK Witco or
any Restricted Subsidiary from selling any property with the intention of taking
back a lease of such property.
The foregoing limitation on Mortgages is subject to the provision for
"Exempted Indebtedness" described below.
Limitation on Sale and Leaseback Transactions. We may not, nor may we
permit any Restricted Subsidiary, other than a Foreign Subsidiary, to enter into
any arrangement with any person providing for the leasing by us or any
Restricted Subsidiary of any Principal Property (except for temporary leases of
not more than three years and except for leases between us and a Restricted
Subsidiary or between Restricted Subsidiaries), which property has been or is to
be sold or transferred by us or such Subsidiary to such person unless either we
or the Restricted Subsidiary would be permitted under "--Limitation on
Mortgages" to incur Indebtedness secured by a Mortgage on the property to be
leased equal in amount to the Attributable Debt with respect to such sale and
leaseback transaction without equally and ratably securing the exchange notes;
or we apply an amount at least equal to the net proceeds of such sale or
transfer or the fair value of such property as determined by the Board of
Directors, whichever is greater, to the redemption or retirement, within 120
days of the effective date of any such arrangement of Indebtedness which is not
subordinate or junior in right of payment to the exchange notes. However, in
lieu of applying such amount to such redemption or retirement of such
Indebtedness, we may, within 75 days after such sale, voluntarily retire
Indebtedness, excluding redemption and retirement of Indebtedness under
mandatory sinking fund or mandatory prepayment provisions or by payment at
maturity, and thereby reduce the amount of cash which we will be required to
apply to the redemption or retirement of Indebtedness described above by an
amount equal to the aggregate of the principal amount of the Indebtedness, as
the case may be, so redeemed or retired.
The foregoing limitations on sale and leaseback transactions are subject
to the provision for "Exempted Indebtedness" described below.
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Exempted Indebtedness. Notwithstanding the provisions on limitations on
Mortgages and sale and leaseback transactions, we and our Restricted
Subsidiaries may incur Indebtedness secured by Mortgages without securing the
exchange notes or may enter into sale and leaseback transactions without
redeeming or retiring other Indebtedness, or we may engage in a combination of
such transactions, if the sum of the aggregate amount of such otherwise
prohibited Indebtedness then outstanding, and Attributable Debt relating to
otherwise prohibited sale and leaseback transactions under then existing leases
would not exceed 10% of Consolidated Net Tangible Assets.
Limitation on Subsidiary Indebtedness. We will not cause or permit any
Restricted Subsidiary that is not a Foreign Subsidiary, which is not a Guarantor
of the exchange notes, directly or indirectly, to create, incur, assume,
guarantee or otherwise in any manner become liable for the payment of or
otherwise incur (collectively, "incur"), any Subsidiary Indebtedness, including
any Acquired Indebtedness but excluding any Permitted Subsidiary Indebtedness,
unless such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture providing for a Guarantee of the exchange notes. We will
not cause or permit any Restricted Subsidiary that is a Foreign Subsidiary (a
"Foreign Restricted Subsidiary"), the stock of which is not already pledged to
secure our obligations with respect to the exchange notes, directly or
indirectly, to incur any Subsidiary Indebtedness, including any Acquired
Indebtedness but excluding any Permitted Subsidiary Indebtedness, unless 100% of
the nonvoting stock and 65% of the voting stock of such Foreign Restricted
Subsidiary is pledged to secure our obligations with respect to the exchange
notes (a "Foreign Stock Pledge"). Notwithstanding the foregoing, any Restricted
Subsidiary may incur Subsidiary Indebtedness which would otherwise be prohibited
by the restrictions hereunder if immediately thereafter, the sum (computed
without double-counting) of:
o all outstanding Subsidiary Indebtedness (excluding Permitted
Subsidiary Indebtedness);
o all outstanding obligations or Indebtedness secured by Mortgages
that would be prohibited under "--Limitation on Mortgages"
(without taking into account the provisions under "--Exempted
Indebtedness"); and
o all Attributable Debt relating to all then existing leases under
sale and leaseback transactions which would have been prohibited
by the provisions under "--Limitation on Sale and Leaseback
Transactions" (without taking into account the provisions under
"--Exempted Indebtedness"),
does not at the time of incurrence thereof exceed 10% of Consolidated Net
Tangible Assets.
For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Subsidiary Indebtedness described in the definition of
Permitted Subsidiary Indebtedness, we shall, in our sole discretion, classify
such item of Indebtedness in any manner that complies with this covenant and
such item of Indebtedness will be treated as having been incurred pursuant to
only one of such clauses. Accrual of interest and the accretion of accreted
value will not be deemed to be an incurrence of Indebtedness for purposes of
this covenant.
Notwithstanding anything in the foregoing to the contrary, any Guarantee
by a Restricted Subsidiary or a Foreign Stock Pledge with respect to the
exchange notes shall provide by its terms that it, and any liens securing the
same, shall be automatically and unconditionally released and discharged upon:
o any sale, exchange or transfer, to any person of all of CK
Witco's equity interests in, or all or substantially all the
assets of, such Restricted Subsidiary, which transaction is in
compliance
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with the terms of the Indenture and such Restricted Subsidiary is
released from all guarantees, if any, by it of other Subsidiary
Indebtedness of CK Witco or any Restricted Subsidiaries;
o the payment in full of all obligations under the Subsidiary
Indebtedness the incurrence of which required the delivery of
such Guarantee or a Foreign Stock Pledge if the Restricted
Subsidiary has no other outstanding Subsidiary Indebtedness that
would require delivery of a Guarantee or a Foreign Stock Pledge;
and
o with respect to Subsidiary Indebtedness constituting guarantees
of Indebtedness, the release by the holders of such Indebtedness
of the guarantee by such Restricted Subsidiary, including any
deemed release upon payment in full of all obligations under such
Indebtedness, at such time as (A) no other Indebtedness, the
incurrence of which required the delivery of a Guarantee or a
Foreign Stock Pledge, constituting Subsidiary Indebtedness has
been guaranteed by such Restricted Subsidiary, or (B) the holders
of all such other Indebtedness constituting Subsidiary
Indebtedness which is guaranteed by such Restricted Subsidiary,
the incurrence of which required the delivery of a Guarantee or a
Foreign Stock Pledge, also release the Guarantee by such
Restricted Subsidiary, including any deemed release upon payment
in full of all obligations under such Indebtedness.
For purposes of this covenant, any Acquired Indebtedness shall not be
deemed to have been incurred until 270 days from the date: (A) the person
obligated on such Acquired Indebtedness becomes a Restricted Subsidiary or (B)
the acquisition of assets in connection with which such Acquired Indebtedness
was assumed is consummated.
In the event that CK Witco or any Subsidiary shall be entitled in
accordance with the provisions of the Indenture to a release of any Guarantee or
a Foreign Stock Pledge granted to secure the exchange notes, the Trustee is
authorized to take such action and execute and deliver such documents and
instruments as CK Witco or such Subsidiary may request to implement and evidence
the release of such Guarantee or a Foreign Stock Pledge.
Leveraged Transactions. Except for the limitations on Mortgages and sale
and leaseback transactions referred to above and on consolidations, mergers or
transfers of our assets substantially as an entirety referred to below, the
Indenture and the terms of the exchange notes do not contain any covenants or
other provisions designed to afford holders of any exchange notes protection in
the event of a highly leveraged transaction.
Sales of Accounts Receivable. We may, and any of our Restricted
Subsidiaries may, sell at any time and from time to time, accounts receivable
and notes receivable and related assets to an Accounts Receivable Subsidiary;
provided that:
o the aggregate consideration received in each such sale is at
least equal to the aggregate fair market value of the receivables
sold, as determined by the Board of Directors in good faith;
o no less than 80% of the consideration received in each such sale
consists of either cash or a promissory note (a "Promissory
Note") which is subordinated to no Indebtedness or obligation
(except that it may be subordinated to the financial institutions
or other entities providing the financing to the Accounts
Receivable Subsidiary with respect to such accounts receivable
(the "Financier") or an Equity Interest in such Accounts
Receivable Subsidiary); provided, further, that the initial sale
will include all accounts receivable of CK Witco and/or its
Restricted Subsidiaries that are party to such arrangements that
constitute eligible receivables under such arrangements; and
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o CK Witco and its Restricted Subsidiaries will sell all accounts
receivable that constitute eligible receivables under such
arrangements to the Accounts Receivable Subsidiary no less
frequently than on a monthly basis.
We
o will not permit any Accounts Receivable Subsidiary to sell any
accounts receivable purchased from CK Witco or any of its
Restricted Subsidiaries to any other person except on an arm's
length basis and solely for consideration in the form of cash or
Cash Equivalents;
o will not permit the Accounts Receivable Subsidiary to engage in
any business or transaction other than the purchase, financing
and sale of accounts receivable of CK Witco and its Restricted
Subsidiaries and activities incidental thereto;
o will not permit any Accounts Receivable Subsidiary to incur
Indebtedness in an amount in excess of the book value of such
Accounts Receivable Subsidiary's total assets, as determined in
accordance with generally accepted accounting principles; and
o will, at least as frequently as monthly, cause the Accounts
Receivable Subsidiary to remit to CK Witco as payment on the
outstanding balance of the Promissory Notes, all available cash
or Cash Equivalents not held in a collection account pledged to a
Financier, to the extent not applied to pay or maintain reserves
for reasonable operating expenses of the Accounts Receivable
Subsidiary or to satisfy reasonable minimum operating capital
requirements.
CERTAIN DEFINITIONS
Certain terms are defined in the Indenture and are used in this prospectus as
follows:
"Accounts Receivable Subsidiary" means a Subsidiary of CK Witco:
o which is formed solely for the purpose of, and which engages in
no activities other than activities in connection with, financing
accounts receivable and/or notes receivable and related assets of
CK Witco and/or its Restricted Subsidiaries;
o which is designated by the Board of Directors as an Accounts
Receivable Subsidiary pursuant to a resolution set forth in an
officers' certificate and delivered to the Trustee;
o that has total assets at the time of such designation with a book
value not exceeding $100,000 plus the reasonable fees and
expenses required to establish such Accounts Receivable
Subsidiary and any accounts receivable financing;
o no portion of Indebtedness or any other obligation (contingent or
otherwise) of which (a) is at any time recourse to or obligates
CK Witco or any Restricted Subsidiary of CK Witco in any way,
other than pursuant to (I) representations, warranties, covenants
and indemnities entered into in the ordinary course of business
in connection with the sale of accounts receivable and/or notes
receivable to such Accounts Receivable Subsidiary or (II) any
guarantee of any such accounts receivable financing by a
Restricted Subsidiary that is permitted to be incurred pursuant
to the covenant described under "--Limitation on Subsidiary
Indebtedness," or (b) subjects any property or asset of CK Witco
or any Restricted Subsidiary of CK Witco, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other
than pursuant to (I) representations, warranties, covenants and
indemnities entered into in the
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ordinary course of business in connection with sales of accounts
receivables and/or notes receivable or (II) any guarantee of any
such accounts receivable financing by a Restricted Subsidiary
that is permitted to be incurred pursuant to the covenant
described under "--Limitation on Subsidiary Indebtedness;"
o with which neither CK Witco nor any Restricted Subsidiary of CK
Witco has any contract, agreement, arrangement or understanding
other than contracts, agreements, arrangements or understandings
entered into the ordinary course of business in connection with
sales of accounts receivable and/or notes receivable in
accordance with the provisions under "--Sales of Accounts
Receivable" and fees payable in the ordinary course of business
in connection with servicing accounts receivable and/or notes
receivable; and
o with respect to which neither CK Witco nor any Restricted
Subsidiary of CK Witco has any obligation (a) to subscribe for
additional shares of Capital Stock or other equity interests
therein or make any additional capital contribution or similar
payment or transfer thereto other than in connection with the
sale of accounts receivable and/or notes receivable to such
Accounts Receivable Subsidiary in accordance with the provisions
under "--Sales of Accounts Receivable" or (b) to maintain or
preserve solvency or any balance sheet item, financial condition,
level of income or results of operations thereof.
"Acquired Indebtedness" means Subsidiary Indebtedness (other than
Permitted Subsidiary Indebtedness) of a person:
o existing at the time such person becomes a Restricted Subsidiary;
or
o assumed in connection with the acquisition of assets by such
person;
in each case, other than Subsidiary Indebtedness incurred in connection with, or
in contemplation of, such person becoming a Restricted Subsidiary or such
acquisition, as the case may be.
"Attributable Debt" means, as to any particular lease relating to a sale
and leaseback transaction of a Principal Property under which any person is at
the time liable, at any date as of which the amount thereof is to be determined,
the total net amount of rent (discounted from the respective due dates thereof
at the interest rate from time to time being used by CK Witco to determine its
liability in respect of capitalized leases) required to be paid by such person
under such lease during the remaining term thereof. The net amount of rent
required to be paid under any such lease for any such period shall be the total
amount of the rent payable by the lessee with respect to such period, but may
exclude amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, utilities, operating and labor costs and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount of rent shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first day upon which it may be so terminated.
"Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with generally accepted accounting
principles; and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.
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"Capital Stock" of any person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.
"Cash Equivalents" means:
o United States dollars;
o securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality
thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not
more than six months from the date of acquisition;
o certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500
million;
o repurchase obligations with a term of not more than seven days
for underlying securities of the types described in the second
and third bullet points above entered into with any financial
institution meeting the qualifications specified in the third
bullet point above;
o commercial paper having the highest rating obtainable from
Moody's Investors Service, Inc. or Standard & Poors Corporation
and in each case maturing within six months after the date of
acquisition; and
o money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in this definition.
"Consolidated Net Tangible Assets" means total consolidated assets of CK
Witco and its Subsidiaries, less the following: (a) current liabilities of CK
Witco and its Subsidiaries; (b) all depreciation and valuation reserves and all
other reserves (except (i) reserves for contingencies which have not been
allocated to any particular purpose and (ii) deferred credits, including
deferred federal and foreign income taxes and deferred investment tax credits)
of CK Witco and its Subsidiaries; (c) the net book amount of all intangible
assets of CK Witco and its Subsidiaries, including, but without limitation, the
unamortized portions of such items as goodwill, trademarks, trade names, patents
and debt discount and expense less debt premium and (d) appropriate adjustments
on account of minority interests of other persons holding stock in Subsidiaries.
"Disqualified Stock" means, with respect to any person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder) or upon the
happening of any event:
o matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise;
o is convertible or exchangeable at the option of the holder for
Indebtedness or Disqualified Stock; or
o is mandatorily redeemable or must be purchased upon the
occurrence of certain events or otherwise, in whole or in part;
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in each case on or prior to the stated maturity of the notes.
"Foreign Subsidiary" means any Subsidiary that is formed under the laws of
any jurisdiction outside of the United States of America and its territories and
possessions, or substantially all of the operating assets of which are located,
and substantially all of the business of which is carried on outside the United
States of America and its territories and possessions, and includes any
Subsidiary formed under the laws of any state of the United States of America
which is primarily engaged in financing the operations of CK Witco or its
Subsidiaries, or both, outside the United States of America and its territories
and possessions.
"Guarantee" means the unconditional and unsubordinated guarantee by the
Guarantor of the due and punctual payment of principal of and interest on the
notes when and as the same shall become due and payable, whether at the stated
maturity, by acceleration, call for redemption or otherwise in accordance with
the terms of the notes and the Indenture.
"Guarantor" means any Restricted Subsidiary, other than Foreign
Subsidiaries, that after the date of the Indenture executes a guarantee of the
notes contemplated under "--Limitation on Subsidiary Indebtedness" until a
successor replaces such party pursuant to the applicable provisions of the
Indenture, or until otherwise released in accordance with terms of the
Indenture.
"Hedging Obligations" means, with respect to any person, the
obligations of such person under
o interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements or other agreements, or
arrangements designed to protect such person against fluctuations
in interest rates and
o foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect such
person against fluctuations in currency exchange rates, in each
case provided that such obligations are entered into solely to
protect such person against fluctuations in interest rates or
currency exchange rates and not for purposes of speculation.
"Indebtedness" means all items of indebtedness or liability (except
capital and surplus) which in accordance with generally accepted accounting
principles would be included in determining total liabilities as shown on the
liability side of a balance sheet as at the date as of which indebtedness is to
be determined, indebtedness secured by any Mortgage existing on property owned
subject to such Mortgage, whether or not the indebtedness secured thereby shall
have been assumed and guarantees, endorsements (other than for purposes of
collection) and other contingent obligations in respect of, or to purchase or
otherwise acquire, indebtedness of others, unless the amount thereof is included
in indebtedness under the preceding clauses.
"Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.
"Obligation" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities and obligations
payable under the documentation governing any Indebtedness.
"Permitted Subsidiary Indebtedness" means:
o any Indebtedness existing on March 7, 2000;
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o any Indebtedness owed to CK Witco or a Restricted Subsidiary;
o any Indebtedness secured by a Mortgage permitted under
"-Limitation on Mortgages;"
o any Indebtedness incurred by any Restricted Subsidiary to extend,
refinance, renew or replace an equivalent or lesser amount of
Indebtedness of such Restricted Subsidiary referred to in the
first bullet point above, including, without limitation, any
premium, prepayment penalties or fees or expenses incurred in
connection therewith;
o Indebtedness incurred by an Accounts Receivables Subsidiary in
connection with a transaction pursuant to and in compliance with
the terms described under "Sales of Accounts Receivable;"
o the guarantee by any Restricted Subsidiaries of Indebtedness of
CK Witco or a Restricted Subsidiary that was permitted to be
incurred by another provision of the Indenture;
o the incurrence by the Restricted Subsidiaries of Hedging
Obligations incurred with respect to any Indebtedness or
Obligation that is permitted by the terms of the Indenture to be
outstanding;
o Indebtedness incurred by Restricted Subsidiaries constituting
reimbursement obligations with respect to letters of credit
issued in the ordinary course of business, including without
limitation letters of credit in respect of workers' compensation
claims or self-insurance, surety bonds or other Indebtedness with
respect to reimbursement type obligations regarding workers'
compensation claims; provided, however, that upon the drawing of
such letters of credit or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such
drawing or incurrence;
o Indebtedness arising from agreements of a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, asset or
Restricted Subsidiary, other than guarantees of Indebtedness
incurred by any person acquiring all or any portion of such
business, assets or Restricted Subsidiary for the purpose of
financing such acquisition; provided, however, that the maximum
aggregate liability of all such Indebtedness shall at no time
exceed 50% of the gross proceeds actually received by the
Restricted Subsidiary;
o the incurrence of Indebtedness of Restricted Subsidiaries
(including letters of credit) in respect of performance bonds,
bankers' acceptances, letters of credit, performance, bid, surety
or appeal bonds or similar bonds and completion guarantees
provided by Restricted Subsidiaries in the ordinary course of
their business and consistent with past practices and which do
not secure other Indebtedness;
o Indebtedness that constitutes an accrued expense or trade
payable;
o Indebtedness of a Restricted Subsidiary, to the extent the net
proceeds thereof are promptly deposited to defease the notes as
described under "Defeasance and Covenant Defeasance;"
o Indebtedness that constitutes a liability for federal, state,
local or other taxes; and
o Indebtedness that constitutes an obligation to pay salary or
benefits to officers, employees and directors in the ordinary
course of business.
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"Preferred Stock," as applied to the Capital Stock of any person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
person, over shares of Capital Stock of any other class of such person.
"Principal Property" means any manufacturing facility located within the
United States of America owned or leased by CK Witco or any Subsidiary, except
(a) any such manufacturing facility which the Board of Directors by resolution
declares is not of material importance to any business segment of CK Witco or
its Subsidiaries, and (b) any such manufacturing facility that has total assets
of less than $25 million.
"Restricted Subsidiary" means any Subsidiary of CK Witco that is not an
Unrestricted Subsidiary.
"Subsidiary" means a corporation or other business entity of which more
than 50% of the outstanding voting share capital or other voting ownership
interests are owned, directly or indirectly, by CK Witco or by one or more other
Subsidiaries, or by CK Witco and one or more other Subsidiaries.
"Subsidiary Indebtedness" means, with respect to any Restricted Subsidiary
on any date of determination (without duplication):
o the principal in respect of (A) Indebtedness of such Restricted
Subsidiary for money borrowed and (B) Indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the
payment of which such Restricted Subsidiary is responsible or
liable, including, in each case, any premium on such Indebtedness
to the extent such premium has become due and payable;
o all Capital Lease Obligations of such Restricted Subsidiary and
all Attributable Debt in respect of sale and leaseback
transactions entered into by such Restricted Subsidiary;
o all obligations of such Restricted Subsidiary issued or assumed
as the deferred purchase price of property, all conditional sale
obligations of such Restricted Subsidiary and all obligations of
such Restricted Subsidiary under any title retention agreement
(but excluding trade accounts payable arising in the ordinary
course of business);
o all obligations of such Restricted Subsidiary for the
reimbursement of any obligor, other than CK Witco or a Restricted
Subsidiary, on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations
described in the first three bullet points above) entered into in
the ordinary course of business of CK Witco and its Restricted
Subsidiaries as a whole to the extent such letters of credit are
not drawn upon or, if and to the extent drawn upon, such drawing
is reimbursed no later than the tenth business day following
payment on the letter of credit);
o the amount of all obligations of such Restricted Subsidiary with
respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Restricted Subsidiary
thereof, the liquidation preference with respect to any Preferred
Stock (but excluding, in each case, any accrued dividends);
o all obligations of the type referred to in the bullet points
above of other persons (other than Restricted Subsidiaries) and
all dividends of other persons for the payment of which, in
either
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case, such person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by
means of any guarantee; and
o all obligations of the type referred to in the bullet points
above of other persons (other than CK Witco and its Restricted
Subsidiaries) secured by any Mortgage on any property or asset of
such Restricted Subsidiary (whether or not such obligation is
assumed by such person), the amount of such obligation being
deemed to be the lesser of the value of such property or assets
or the amount of the obligation so secured.
The amount of Subsidiary Indebtedness of any Restricted Subsidiary at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date.
"Unrestricted Subsidiary" means:
o any Subsidiary of the Company that at the time of determination
shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below; and
o any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock or Indebtedness of, or holds any Mortgage on any property of, the Company
or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that the Subsidiary to be so
designated has total assets of $1,000 or less.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that no default shall result therefrom
or shall have occurred and be continuing. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an officers' certificate certifying that such designation
complied with the foregoing provisions.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and we shall not permit any person to consolidate with or merge into us
or convey, transfer or lease its properties and assets substantially as an
entirety to us (such transaction being herein referred to as a "Merger
Transaction") unless: in the case where we consolidate with or merge into
another person or convey, transfer or lease our properties and assets
substantially as an entirety to any person, the person formed by such Merger
Transaction is a corporation, partnership, limited liability company or trust
validly organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia and such person expressly assumes,
by supplemental indentures, the payment of the principal, premium, if any, and
interest on the exchange notes and the performance of every covenant of the
Indenture; immediately after giving effect to any such Merger Transaction and
treating any indebtedness which becomes an obligation of ours or of any
Subsidiary as a result of such Merger Transaction as having been incurred by us
or such Subsidiary at the time of such Merger Transaction, no Event of Default
and no event which, after notice or lapse of time or both, would become an Event
of Default shall have happened and be continuing; if, as a result of any Merger
Transaction, our properties or assets become subject to a mortgage, pledge,
lien, security interest or other encumbrance which would not be permitted by the
Indenture, we or the successor person
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take such steps as shall be necessary to secure all exchange notes equally and
ratably with (or prior to) all indebtedness secured thereby; and we deliver to
the Trustee officers' certificates and an opinion of counsel, each stating that
such Merger Transaction and any required supplemental indentures comply with all
the provisions of this covenant.
EVENTS OF DEFAULT
Under the Indenture an Event of Default is defined as any one of the
following events:
(a) default in the payment of any interest on the exchange notes when it
becomes due and payable, and continuance of such default for a period of 30
days;
(b) default in the payment of the principal of, or premium, if any, on the
exchange notes at maturity;
(c) default in the performance, or breach, of any other covenant in the
applicable Indenture and continuance of such default for a period of 60 days
after either the Trustee or the holders of at least 10% of the principal amount
of the outstanding exchange notes have given written notice thereof by first
class mail;
(d) certain events in bankruptcy, insolvency or reorganization; and
(e) a default under any evidence of indebtedness for money borrowed with a
principal amount (individually or in the aggregate) in excess of $25 million,
which default results in such indebtedness becoming due and payable prior to the
date it would otherwise have become due and payable or which results from the
nonpayment of such indebtedness at its stated maturity without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled
within a period of 10 days after the Trustee or the holders of at least 10% of
the principal of the outstanding notes give written notice to us.
If an Event of Default occurs, the Trustee shall give notice to the
holders of the exchange notes of such default; provided, however, that in the
case of a default described in (c) above, no such notice to holders shall be
given until at least 30 days after the occurrence thereof.
If an Event of Default occurs and is continuing, either the Trustee or the
holders of at least 25% of the aggregate principal amount of the outstanding
exchange notes may declare the principal amount of all the exchange notes to be
due and payable immediately. Under certain circumstances any declaration of
acceleration with respect to the exchange notes may be rescinded and past
defaults (except, unless theretofore cured, a default in the payment of
principal of or any premium or interest on the exchange notes) may be waived by
the holders of a majority in aggregate principal amount of the exchange notes.
The Indenture provides that, subject to the duty of the Trustee during a
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the applicable
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable security or indemnity. Subject to
the provisions for the indemnification of the Trustee and to certain other
conditions, the holders of a majority of the aggregate principal amount of the
exchange notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the exchange notes.
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No holder of exchange notes may institute any proceeding under the
Indenture unless: such holder previously has given to the Trustee written notice
of a continuing Event of Default; the holders of at least 25% of the aggregate
principal amount of the outstanding exchange notes have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee; in the 60-day period following receipt of a written notice from a
holder, the Trustee has not received from the holders of a majority of the
aggregate principal amount of the outstanding exchange notes a direction
inconsistent with such request; and the Trustee shall have failed to institute
such proceeding within such 60-day period.
These limitations do not apply to a suit instituted by a holder of
exchange notes for enforcement of payment of the principal of and premium, if
any, or interest on the exchange notes on or after the respective due dates.
We are required to furnish to the Trustee annually a statement as to our
performance of certain obligations under the Indenture and as to any default in
such performance.
MODIFICATION AND WAIVER
We may, with the Trustee, without the consent of the holders of exchange
notes affected thereby, modify and amend the Indenture to
o cure any ambiguity, omission, defect or inconsistency;
o provide for the assumption by a successor to CK Witco or the
Trustee of the obligations thereof under the Indenture;
o provide for uncertificated notes;
o add to the covenants of CK Witco for the benefit of the holders
or surrender any right or power therein conferred upon CK Witco;
o comply with SEC requirements necessary to qualify the applicable
Indenture under the Trust Indenture Act of 1939; or
o make any change that does not adversely affect the rights of any
noteholder.
In addition, we may, with the Trustee, modify and amend the provisions of
the Indenture with the consent of the holders of not less than a majority of the
aggregate principal amount of the outstanding exchange notes; provided, however,
that no such modification or amendment may, without the consent of the holders
of all the exchange notes: change the stated maturity date of the principal of,
or any installment of principal of or interest on, any exchange notes; reduce
the principal amount of, or the premium, if any, or interest on, the exchange
notes; change the place or currency of payment of principal of, or the premium,
if any, or interest on, the exchange notes; impair the right to institute suit
for the enforcement of any payment on the exchange notes on or after the stated
maturity thereof; reduce the percentage of the principal amount of outstanding
exchange notes, the consent of whose holders is required for modification or
amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults; or modify this section or
sections of the Indenture regarding waivers of past defaults and waivers of
certain covenants, except to increase any percentage or provide that other
provisions of the Indenture cannot be modified or waived without the consent of
each affected holder.
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Except as described above, the holders of not less than a majority in
aggregate principal amount of the outstanding exchange notes may, on behalf of
all holders of exchange notes, agree to waive our compliance with the covenants
described under "Limitation on Mortgages," "Limitation on Sale and Leaseback
Transactions," "Exempted Indebtedness" and "Limitation on Subsidiary
Indebtedness." The holders of a majority of the aggregate principal amount of
the exchange notes may, on behalf of all holders of the exchange notes, waive
any past default under the Indenture, except a default in the payment of
principal, premium or interest or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each exchange note.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that we may elect at any time either:
o to defease and be discharged from any and all obligations in
respect of the exchange notes then outstanding (except for
certain obligations to register the transfer of or exchange of
the exchange notes, replace stolen, lost or mutilated exchange
notes, maintain paying agencies and hold monies for payment in
trust); or
o to be released from our obligations to comply with the covenants
related to our existence, the maintenance of our properties,
payment of taxes and other claims and the covenants set forth
under "Limitation on Mortgages," "Limitation on Sale and
Leaseback Transactions," "Limitation on Subsidiary Indebtedness,"
"Consolidation, Merger and Sale of Assets" and certain other
covenants; and to have a default in any defeased covenant or
under the cross-acceleration provision described under clause (e)
of "Events of Default" no longer be an Event of Default,
if we deposit, in trust, with the Trustee, money or U.S. Government Obligations,
which through the payment of interest and principal in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and premium, if any, and interest on the exchange notes on the dates such
payments are due in accordance with the terms of the exchange notes. A trust may
only be established if, among other things:
o no Event of Default or event which, with the giving of notice or
lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing on the date of such deposit, or
with regard to any Event of Default, or any such event, specified
as a bankruptcy event at any time during the period ending on the
123rd day following such date of deposit;
o the deposit will not cause the Trustee to have any conflicting
interest with respect to other securities; and
o we shall have delivered an opinion of counsel to the effect that
the holders will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such deposit or
defeasance and will be subject to U.S. federal income tax in the
same manner as if such defeasance had not occurred (and except in
the case of covenant defeasance, such opinion is based on a
ruling from the Internal Revenue Service or change in applicable
federal income tax law).
In the event we fail to comply with our remaining obligations with respect
to the exchange notes after exercising our covenant defeasance option and the
exchange notes are declared due and payable because of the subsequent occurrence
of any Event of Default, the amount of money and U.S. Government Obligations on
deposit with the Trustee may be insufficient to pay amounts due on the
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exchange notes at the time of the acceleration resulting from such Event of
Default. However, we will remain liable in respect of such payments.
CONCERNING THE TRUSTEE
Citibank, N.A. is to be the Trustee under the indenture and has been
appointed by us as registrar and paying agent with regard to the exchange notes.
GOVERNING LAW
The indenture and the exchange notes are governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.
EXCHANGE OFFER; REGISTRATION RIGHTS
We entered into separate registration rights agreements with the initial
purchasers, for the benefit of the holders of the notes, under which we agreed
to use reasonable best efforts to file with the Commission the registration
statement (the "Exchange Offer Registration Statement") containing this
prospectus with respect to an offer to exchange the notes for new notes with
identical terms (the "Exchange Notes"). Also, CK Witco agreed to use reasonable
best efforts to file with the Commission a shelf registration statement to cover
resales of the Registrable Notes:
o if CK Witco is not permitted to effect the Exchange Offer because
of any changes in law, Commission rules or regulations or
applicable interpretations thereof by the staff of the
Commission;
o if for any other reason the Exchange Offer Registration Statement
is not declared effective within 150 days following the original
issue of the notes or the Exchange Offer is not consummated
within 180 days after the original issue of the notes;
o upon the request of any Initial Purchaser with respect to notes
held by such Initial Purchaser that are not eligible for exchange
in the Exchange Offer if the prospectus included in the Exchange
Offer Registration Statement is not available for resales; or
o if a holder is not permitted to participate in the Exchange Offer
or does not receive fully tradeable Exchange Notes in the
Exchange Offer if the prospectus included in the Exchange Offer
Registration Statement is not available for resales.
We agreed to use our reasonable best efforts to cause the registration
statement containing this prospectus to be declared effective as promptly as
possible by the Commission.
For purposes of the foregoing, "Registrable Notes" means each note until:
o a registration statement with respect to such note shall have
been declared effective under the Securities Act and such note
shall have been disposed of under such registration statement;
o such note is sold to the public under Rule 144 (or any similar
provision then in force, but not Rule 144A) under the Securities
Act;
o such note shall have ceased to be outstanding; or
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o the Exchange Offer is consummated (except in the case of notes
purchased from us and continued to be held by the initial
purchasers).
Under existing Commission interpretations, the Exchange Notes would, in
general, be freely transferable after the Exchange Offer without further
registration under the Securities Act. However, in the case of broker-dealers
participating in the Exchange Offer, the broker-dealers must deliver a
prospectus meeting the requirements of the Securities Act in connection with
resales of the Exchange Notes. We have agreed, for a period of 90 days after
consummation of the Exchange Offer, to make available a prospectus meeting the
requirements of the Securities Act to any such broker-dealer for use in
connection with any resale of any Exchange Notes acquired in the Exchange Offer.
A broker-dealer that delivers the prospectus to purchasers in connection with
these resales will be subject to certain of the civil liability provisions under
the Securities Act and will be bound by the provisions of the Registration
Rights Agreement (including certain indemnification rights and obligations).
Each holder of notes that wishes to exchange such notes for Exchange Notes
in the Exchange Offer will be required to make representations, including among
other things, that it:
o is not an "affiliate" within the meaning of Rule 405 under the
Securities Act,
o is not a broker-dealer tendering Registrable Notes acquired
directly from us for its own account,
o acquired the Exchange Notes in the ordinary course of business,
and
o has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing
the Exchange Notes.
If it is not a broker-dealer, it will be required to represent that it is
not engaged in, and does not intend to engage in, the distribution of the
Exchange Notes. If the holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for notes that were acquired as a result
of market-making activities or other trading activities, it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and delivering a prospectus,
it will not be deemed to admit that it is an underwriter within the meaning of
the Securities Act.
We have agreed to pay all expenses incident to the Exchange Offer and will
indemnify the Initial Purchasers against certain liabilities, including
liabilities under the Securities Act.
The registration rights agreement provides that unless the Exchange Offer
would not be permitted by applicable law or Commission policy, we will use
reasonable best efforts to:
o file the Exchange Offer Registration Statement with the
Commission on or prior to 75 days after the original issue of the
notes,
o cause the Exchange Offer Registration Statement to be declared
effective by the Commission on or prior to 150 days after the
date of original issue of the notes, and
o promptly commence the Exchange Offer upon the effectiveness of
the Exchange Offer Registration Statement and consummate the
Exchange Offer within 180 days after the date of original issue
of the notes.
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If we are obligated, we will use our reasonable best efforts to file a
shelf registration statement, as promptly as practicable after becoming so
obligated and use our reasonable best efforts to cause the shelf registration
statement to be declared effective by the Commission as promptly as practicable
but no later than 150 days after becoming so obligated. We will use our
reasonable best efforts to keep the shelf registration statement continuously
effective until the second anniversary of the effective date of the shelf
registration statement or such shorter period that will terminate when all the
Registrable Notes covered by the shelf registration statement have been sold
pursuant thereto or cease to be outstanding or otherwise to be Registrable
Notes. A holder of notes that sells its notes under the shelf registration
statement generally will be required to be named as a selling security holder in
the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the
registration rights agreement that are applicable to such holder (including
certain indemnification and contribution obligations).
If:
o the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 75th calendar day following the
date of original issue of the notes,
o the Exchange Offer Registration Statement has not been declared
effective on or prior to the 150th calendar day following the
date of original issue of the notes, or
o the Exchange Offer is not consummated on or prior to the 180th
calendar day following the date of original issue of the notes or
a shelf registration statement is not declared effective within
150 days after the obligation arises to file the shelf
registration statement
(each such event referred to in the above clauses, a "Registration Default"),
the interest rate borne by the notes will increase ("Additional Interest") by
0.25% per annum upon the occurrence of each Registration Default. The rate will
increase by an additional 0.25% after each 90-day period that a Registration
Default is continuing, up to a maximum increase of 1.00% per annum. Following
the cure of all Registration Defaults, Additional Interest will cease to accrue,
and the interest rate will revert to the original rate.
If the shelf registration statement is unusable by the holders of notes
for any reason for more than 30 days in any consecutive twelve-month period,
then the interest rate borne by the notes will be increased by 0.25% per annum
for the first 90-day period (or portion thereof) beginning on the 31st day that
the shelf registration statement is unusable. The rate will increase by an
additional 0.25% per annum at the beginning of each subsequent 90-day period, up
to a maximum increase of 1.00% per annum. The interest will be computed based on
the actual number of days elapsed in each 90-day period in which the shelf
registration statement is unusable. These amounts are also deemed "Additional
Interest." Upon the shelf registration statement once again becoming usable, the
interest rate borne by the notes will be reduced to the original interest rate.
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
SCOPE OF DISCUSSION
This general discussion of certain United States federal income tax
consequences of the exchange of old notes for exchange notes pursuant to the
exchange offer applies to you if you acquired old notes at original issue for
cash and hold the old notes as a "capital asset," generally, for investment,
under Section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code"). This summary does not consider state, local or foreign tax laws. In
addition, it does not include all of the rules which may affect
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the United States tax treatment of your exchange of old notes for exchange
notes. For example, special rules not discussed here may apply to you if you
are:
o a broker-dealer, a dealer in securities, a trader in securities
who elects to apply a mark-to-market method of accounting or a
financial institution;
o an S corporation;
o an insurance company;
o a tax-exempt organization;
o subject to the alternative minimum tax provisions of the Code;
o holding the notes as part of a hedge, straddle, conversion
transaction or other risk reduction or constructive sale
transaction;
o holding the notes through a partnership; or
o an expatriate.
This discussion is based upon current United States federal tax law, which
is subject to change, possibly with retroactive effect.
THIS SUMMARY MAY NOT COVER YOUR PARTICULAR CIRCUMSTANCES BECAUSE IT DOES
NOT CONSIDER FOREIGN, STATE OR LOCAL TAX RULES, DISREGARDS CERTAIN SPECIAL
FEDERAL TAX RULES, AND DOES NOT DESCRIBE FUTURE CHANGES IN FEDERAL TAX RULES.
PLEASE CONSULT YOUR TAX ADVISOR RATHER THAN RELYING ON THIS GENERAL DESCRIPTION.
The exchange of old notes for exchange notes pursuant to the exchange
offer will not be a taxable event. Your basis in the old notes will carry over
to the exchange notes received and your holding period of the exchange notes
will include your holding period of the old notes surrendered.
BOOK-ENTRY; DELIVERY AND FORM
The exchange notes will initially be represented by one or more permanent
global notes in definitive, fully registered book-entry form, without interest
coupons that will be deposited with, or on behalf of, DTC and registered in the
name of Cede and Co., as custodian for DTC, on behalf of the acquirors of
exchange notes for credit to the accounts of the acquirors or to other accounts
as they may direct at DTC.
The global notes may be transferred, in whole and not in part, solely to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial
interests in the global notes may not be exchanged for exchange notes in
physical, certificated form except in the limited circumstances described below.
BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES
The description of the operations and procedures of DTC set forth below
are provided as a matter of convenience. These operations and procedures are
solely within the control of the settlement systems and are subject to change by
them from time to time. We take no responsibility for these operations or
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procedures, and you are urged to contact the relevant system or its participants
directly to discuss these matters.
DTC has advised us that it is:
o a limited purpose trust company organized under the laws of the
State of New York,
o a "banking organization" within the meaning of the New York
Banking Law,
o a member of the Federal Reserve System,
o a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended, and
o a "clearing agency" registered pursuant to Section 17A of the
Exchange Act.
DTC was created to hold securities for its participants and facilitates the
clearance and settlement of securities transactions between participants through
electronic book-entry changes to the accounts of its participants, eliminating
the need for physical transfer and delivery of certificates. DTC's participants
include securities brokers and dealers, including the initial purchasers in the
private offering of the old notes, banks and trust companies, clearing
corporations and similar organizations. Indirect access to DTC's system is also
available to indirect participants, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Investors who are not participants
may beneficially own securities held by or on behalf of DTC only through
participants or indirect participants.
We expect that pursuant to procedures established by DTC, ownership of the
exchange notes will be shown on, and the transfer of ownership thereof will be
effected only through, records maintained by DTC, with respect to the interests
of participants, and the records of participants and the indirect participants,
with respect to the interests of persons other than participants.
The laws of some jurisdictions may require that purchasers of securities
take physical delivery of purchased securities in definitive form. Accordingly,
the ability to transfer interests in the exchange notes represented by a global
note to those persons may be limited. In addition, because DTC can act only on
behalf of its participants, who in turn act on behalf of persons who hold
interests through participants, the ability of a person having an interest in
exchange notes represented by a global note to pledge or transfer that interest
to persons or entities that do not participate in DTC's system, or to otherwise
take actions in respect of that interest, may be affected by the lack of a
physical definitive security in respect of that interest.
So long as DTC or its nominee is the registered owner of a global note,
DTC or its nominee will be considered the sole owner or holder of the exchange
notes represented by the global note for all purposes under the indenture.
Except as provided below, owners of beneficial interests in a global note will
not be entitled to have exchange notes represented by that global note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated exchange notes and will not be considered the owners or
holders thereof under the indenture for any purpose, including with respect to
the giving of any direction, instruction or approval to the trustee.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if the holder is not a participant or an indirect
participant, on the procedures of the participant through which the holder owns
its interest, to exercise any rights of a holder of exchange notes under the
indenture or the global note. We understand that under existing industry
practice, in the event that we request any action of holders of
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exchange notes, or a holder that is an owner of a beneficial interest in a
global note desires to take any action that DTC, as the holder of that global
note, is entitled to take, DTC would authorize the participants to take that
action and the participants would authorize holders owning through the
participants to take that action or would otherwise act upon the instruction of
the holders. Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of exchange notes by DTC, or for maintaining, supervising or reviewing any
records of DTC relating to exchange notes.
Payments with respect to the principal of, and premium, if any, liquidated
damages, if any, and interest on, any exchange notes represented by a global
note registered in the name of DTC or its nominee on the applicable record date
will be payable by the trustee to or at the direction of DTC or its nominee in
its capacity as the registered holder of the global note representing the
exchange notes under the indenture. Under the terms of that indenture, we and
the trustee may treat the persons in whose names the exchange notes, including
the global notes, are registered as the owners thereof for the purpose of
receiving payment thereon and for any and all other purposes whatsoever.
Accordingly, neither we nor the trustee has or will have any responsibility or
liability for the payment of these amounts to owners of beneficial interests in
a global note, including principal, premium, if any, liquidated damages, if any,
and interest. Payments by the participants and the indirect participants to the
owners of beneficial interests in a global note will be governed by standing
instructions and customary industry practice and will be the responsibility of
the participants or the indirect participants and DTC.
Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.
CERTIFICATED EXCHANGE NOTES
Interests in a global note will be exchanged for certificated securities
if:
o DTC notifies us that it is unwilling or unable to continue as
depositary for the global notes, or DTC ceases to be a "Clearing
Agency" registered under the Exchange Act, and a successor
depositary is not appointed by us within 40 days; or
o an Event of Default has occurred and is continuing and the
registrar has received a request from DTC.
Upon the occurrence of any of the events described in the preceding sentence, we
will cause the appropriate certificated securities to be delivered to each
person that DTC identifies as the beneficial owner of the exchange notes
represented by the global notes. Upon that issuance, the trustee is required to
register the certificated exchange notes in the name of that person, or the
nominee of any thereof, and cause the same to be delivered to that person. In
addition, if required to do so pursuant to any applicable law or regulation,
beneficial owners may obtain certificated securities in exchange for their
beneficial interests in a global note upon written request in accordance with
the Depositary's and Citibank, N.A.'s procedures.
Neither we nor the trustee shall be liable for any delay by DTC or any
participant or indirect participant in identifying the beneficial owners of the
related exchange notes, and each beneficial owner of exchange debentures may
conclusively rely on, and shall be protected in relying on, instructions from
DTC for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the exchange notes to be issued.
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<PAGE>
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for old notes where the old
notes were acquired as a result of market-making activities or other trading
activities. We have agreed that, for at least 90 days after the exchange offer
is completed, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any resale of exchange
notes.
We will not receive any proceeds from any sales of the exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of methods of
resale, at market prices prevailing at the time of resale, at prices related to
those prevailing market prices or at negotiated prices. Any resale may be made
directly to the purchaser or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from the broker-dealer
and/or the purchasers of the exchange notes. Any broker-dealer that resells the
exchange notes that were received by it for its own account pursuant to the
exchange offer and any broker or dealer that participates in a distribution of
the exchange notes may be deemed to be an "underwriter" within the meaning of
the Securities Act and any profit on any resale of exchange notes and any
commissions or concessions received by any of those persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
We have agreed to pay the expenses incident to the exchange offer, other
than commission or concessions of any brokers or dealers and the fees of any
counsel or other advisors or experts retained by the holders of old notes, and
will indemnify the holders of the exchange notes (including any broker-dealers)
against related liabilities, including liabilities under the Securities Act.
AVAILABLE INFORMATION
We are subject to the periodic reporting and other financial requirements
of the Exchange Act, and, in accordance with the Exchange Act, we file reports
and other information with the Commission. These reports and other information
filed with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at its regional offices located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of this material can be obtained from
the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates and may also be accessed
electronically by means of the Commission's website at http://www.sec.gov. These
materials can also be inspected at the offices of the New York Stock Exchange
(the "NYSE"), 20 Broad Street, New York, New York 10005. We will provide without
charge, upon the written request of a holder of a note or a prospective investor
in a note or beneficial interest designated by such holder, a copy of the
information required by Rule 144A(d)(4) under the Securities Act to enable
resales of the notes to be made pursuant to Rule 144A. Written requests for this
information should be addressed to CK Witco Corporation, One American Lane,
Greenwich, CT 06831-2559, Attention: Corporate Secretary. Our telephone number
is (203) 552-2000.
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<PAGE>
EXPERTS
The consolidated financial statements and schedule of CK Witco as of
December 31, 1999, and December 26, 1998, and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
VALIDITY OF THE EXCHANGE NOTES
The validity of the notes we are offering and various other legal matters
in connection with the offering are being passed upon for us by John T. Ferguson
II, Esq., Senior Vice President and General Counsel.
DOCUMENTS INCORPORATED BY REFERENCE
We hereby incorporate by reference in this prospectus our Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
In addition, all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the expiration date are deemed to be incorporated by reference into
this prospectus and to be a part of this prospectus from the date of filing of
those documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes the statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide, without charge, to each person to whom this prospectus
has been delivered, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference into those documents, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in this prospectus). Requests for these copies should
be directed to CK Witco Corporation, One American Lane, Greenwich, CT
06831-2559, Attention: Corporate Secretary, telephone number (203) 552-2000.
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<PAGE>
[CK Witco LOGO]
-57-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation has the power to indemnify its officers, directors, employees and
agents (or persons serving in such positions in another entity at the request of
the corporation) against expenses, including attorneys' fees, judgments, fines
or settlement amounts actually and reasonably incurred by them in connection
with the defense of any action by reason of being or having been directors or
officers, if such person shall have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware, or another court in which the
suit was brought, shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity. The Registrant's Certificate of Incorporation provides that the
Registrant will indemnify its officers and directors to the fullest extent
permitted by Delaware law.
As permitted by Section 102 of the DGCL, the Registrant's Certificate of
Incorporation provides that no director shall be liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a director
other than (i) for breaches of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for the
unlawful payment of dividends or unlawful stock purchases or redemptions under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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2.0 Agreement and Plan of Reorganization dated as of May 31, 1999,
by and among Crompton & Knowles Corporation, Park Merger Co. and
Witco Corporation.*
---------------------------------------------------------------------------
---------------------------------------------------------------------------
2.1 Amendment No. 1 to Agreement and Plan of Reorganization dated as
of July 27, 1999, by and among Crompton & Knowles Corporation,
CK Witco Corporation (formerly known as Park Merger Co.) and
Witco Corporation.*
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---------------------------------------------------------------------------
2.2 Agreement and Plan of Merger dated April 30, 1996, by and among
Crompton & Knowles, Tiger Merger Corp. and Uniroyal Chemical
Corporation ("UCC").*
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---------------------------------------------------------------------------
2.3 Acquisition Agreement dated November 29, 1999, by and among
Yorkshire Group PLC, Yorkshire Americas, Inc., as Purchasers and
CK Witco Corporation, Crompton & Knowles Europe S.P.R.L.,
Uniroyal Chemical European Holdings B.V. and Crompton & Knowles
Colors Incorporated, as Sellers.*
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---------------------------------------------------------------------------
2.4 Limited Liability Company Agreement by and between Gustafson,
Inc. and Trace Chemicals, Inc., effective as of September 23,
1998.*
---------------------------------------------------------------------------
---------------------------------------------------------------------------
2.5 First Amendment to Limited Liability Company Agreement by and
among GT Seed Treatment Inc. (f/k/a Gustafson, Inc.), Ecart Inc.
(f/k/a Trace Chemicals, Inc.) and Bayer Corporation, dated as of
November 20, 1998.*
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II-1
<PAGE>
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2.6 Purchase Agreement by and among the Crompton & Knowles,
Uniroyal, Trace Chemicals, Inc. and Gustafson, Inc. as Sellers,
and Bayer Corporation, as Purchaser, and Gustafson LLC, as the
Company, dated as of November 20, 1998.*
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---------------------------------------------------------------------------
2.7 Purchase Agreement by and between Uniroyal Chemical Co./Cie and
Bayer Inc., effective as of November 20, 1998.*
---------------------------------------------------------------------------
---------------------------------------------------------------------------
2.8 Partnership Agreement of Gustafson Partnership by and between
Uniroyal Chemical Co./Cie and Bayer Inc., effective as of
November 20, 1998.*
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---------------------------------------------------------------------------
2.9 Joint Venture Agreement and Shareholders Agreement dated
September 18, 1998, by and between Uniroyal and GIRSA S.A. de
C.V.*
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---------------------------------------------------------------------------
2.10 Stock Purchase Agreement dated as of December 8, 1998, by and
among Crompton & Knowles and Ingredient Technology Corporation,
as Sellers, and Chr. Hansen Inc., as Purchaser.*
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---------------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of the Registrant.*
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---------------------------------------------------------------------------
3.2 By-Laws of the Registrant.*
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---------------------------------------------------------------------------
4.1 Rights Agreement dated as of September 2, 1999, by and between
the Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.*
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---------------------------------------------------------------------------
4.2 Form of Indenture, dated as of February 8, 1993, among Uniroyal
and State Street Bank and Trust Company, as Trustee, relating to
the 10 1/2% Notes, including form of securities.*
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---------------------------------------------------------------------------
4.3 Form of First Supplemental Indenture, dated as of December 9,
1998, among UCC, as Issuer, Uniroyal, as successor to the Issuer,
and State Street Bank and Trust Company, as Trustee, relating to
the 10 1/2% Senior Notes due 2002.*
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---------------------------------------------------------------------------
4.4 Form of Indenture, dated as of September 1, 1993, among Uniroyal
and State Street Bank and Trust Company, as Trustee, relating to
$270 million of 9% Notes, including the form of securities.*
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---------------------------------------------------------------------------
4.5 Form of $600 Million 364-Day Credit Agreement dated as of
October 28, 1999, by and among the Registrant, certain
subsidiaries of the Registrant, various banks, The Chase
Manhattan Bank, as Syndication Agent, Citibank, N.A., as
Administrative Agent and Bank of America, N.A. and Deutsche
Bank Securities Inc., as Co-Documentation Agents.*
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---------------------------------------------------------------------------
4.6 Form of $400 Million Five-Year Credit Agreement dated as of
October 28, 1999, by and among the Registrant, certain
subsidiaries of the Registrant, various banks, The Chase
Manhattan Bank, as Syndication Agent, Citibank, N.A., as
Administrative Agent and Bank of America, N.A. and Deutsche Bank
Securities Inc., as Co-Documentation Agents.*
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4.7 Form of $600 Million Third Amended and Restated Credit Agreement
dated as of March 31, 1998, by and among Crompton & Knowles and
certain of its subsidiaries, as Borrowers, and various lenders,
Citicorp SA, Inc., as Agent and The Chase Manhattan Bank,
Corestates Bank, N.A. and First Union National Bank, as Managing
Agents.*
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4.8 Form of $50 Million Credit Agreement dated as of December 23,
1999, by and among the Registrant, various banks and Merrill Lynch
Capital Corporation, as Administrative Agent.*
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II-2
<PAGE>
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4.9 Offering Memorandum, dated March 2, 2000, relating to $25 Million
Floating Rate Notes due 2001.*
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4.10 Form of Indenture, dated as of March 1, 2000, by and between the
Registrant and Citibank, N.A., relating to $25 Million Floating
Rate Notes due 2001, including as Annex A thereto, Form of
Floating Rate Note Pledge Agreement by and among the Registrant,
certain foreign subsidiaries of the Registrant, and Citibank,
N.A., as Collateral Agent.*
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4.11 Form of Purchase Agreement, dated as of March 2, 2000, by and
between the Registrant, as Seller, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), as Purchaser,
relating to $25 Million Floating Rate Notes due 2001.*
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4.12 Offering Memorandum, dated March 2, 2000, relating to $600 Million
of 8 1/2% Senior Notes due 2005.*
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---------------------------------------------------------------------------
4.13 Form of Indenture, dated as of March 1, 2000, by and between the
Registrant and Citibank, N.A., relating to $600 Million of
8 1/2% Senior Notes due 2005, including as Annex A thereto, Form
of Senior Note Pledge Agreement by and among the Registrant,
certain foreign subsidiaries of the Registrant, and Citibank,
N.A., as Collateral Agent.*
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---------------------------------------------------------------------------
4.14 Form of Purchase Agreement, dated as of March 2, 2000, by and
among the Registrant, as Seller, and Merrill Lynch, ABN AMRO
Incorporated, Banc of America Securities LLC, Chase Securities
Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and
Salomon Smith Barney Inc. (together, the "Initial Purchasers"),
relating $600 Million of 8 1/2% Senior Notes due 2005.*
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4.15 Form of Indenture, dated as of February 1, 1993, by and between
Witco and the Chase Manhattan Bank, N.A., as Trustee, relating
to Witco's 6.60% Notes due 2003, 7.75% Debentures due 2023,
6 1/8% Notes due 2006 and 6 7/8% Debentures due 2026, including
form of securities.*
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4.16 Form of First Supplemental Indenture, dated February 1, 1996, by
and among Witco, Chase Manhattan Bank, N.A., the Initial
Trustee, and Fleet National Bank of Connecticut, the Note
Trustee, relating to Witco's 6 1/8% Notes due 2006 and 6 7/8%
Notes due 2026.*
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4.17 Form of Registration Rights Agreement, dated as of March 7, 2000,
by and among the Registrant and the Initial Purchasers, relating
to $600 Million of 8 1/2% Senior Notes due 2005.*
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---------------------------------------------------------------------------
4.18 Form of Second Supplemental Indenture, dated as of December 6,
1999, among UCC, as Issuer, Uniroyal, as successor to the Issuer,
and State Street Bank & Trust Company, as Trustee, relating to the
10 1/2% Senior Notes due 2002.*
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4.19 Form of First Supplemental Indenture, dated as of December 6,
1999, by and between Uniroyal, as Issuer, and State Street Bank
& Trust Company, as Trustee, relating to the 9% Senior Notes due
2000.*
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5.1 Opinion of John T. Ferguson, II (including consent).
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12.1 Statement of Computation of Ratios.
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23.1 Consent of KPMG LLP.
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23.2 Consent of John T. Ferguson, II (contained in Exhibit 5.1).
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II-3
<PAGE>
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24.1 Power of Attorney.
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25.1 Statement of Eligibility of Trustee.
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27.1 Financial Data Schedule.*
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99.1 Form of Letter of Transmittal for the 8 1/2% Senior Notes due
2005.
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99.2 Form of Notice of Guaranteed Delivery.
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99.3 Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
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99.4 Form of Institutions Letter.
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99.5 Form of Client Letter.
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* Previously filed and incorporated by reference. See "Index to Exhibits."
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change in such information in the
Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement
II-4
<PAGE>
relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in the documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greenwich, State of Connecticut, on
April 26, 2000.
CK WITCO CORPORATION
By:
/s/ Peter Barna
---------------------------------------
Peter Barna
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive Officer
Chairman of the Board,
President, Chief Executive
Vincent A. Calarco Officer and Director April 26, 2000
Principal Financial Officer
Senior Vice President and
Peter Barna Chief Financial Officer April 26, 2000
Principal Accounting Officer
Brian J. Dick Vice President, Finance April 26, 2000
Roger L. Headrick Director April 26, 2000
Harry G. Hohn Director April 26, 2000
Bruce F. Wesson Director April 26, 2000
Robert A. Fox Director April 26, 2000
Leo I. Higdon, Jr. Director April 26, 2000
C.A. Piccolo Director April 26, 2000
Patricia K. Woolf Director April 26, 2000
*By:
/s/ Peter Barna April 26, 2000
----------------------------
Peter Barna
Attorney-in-fact
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
2.0 Agreement and Plan of Reorganization dated as of May 31,
1999, by and among Crompton & Knowles Corporation, Park
Merger Co. and Witco Corporation (incorporated by
reference to Appendix A to the Joint Proxy
Statement-Prospectus dated July 28, 1999, as part of the
Registrant's Registration Statement on Form S-4,
Registration No. 333-83901, dated July 28, 1999 ("Joint
Proxy Statement-Prospectus S-4 Registration Statement")).
2.1 Amendment No. 1 to Agreement and Plan of Reorganization
dated as of July 27, 1999, by and among Crompton &
Knowles Corporation, CK Witco Corporation (formerly
known as Park Merger Co.) and Witco Corporation
(incorporated by reference to Appendix A-1 to the Joint
Proxy Statement-Prospectus S-4 Registration Statement).
2.2 Agreement and Plan of Merger dated April 30, 1996, by and
among Crompton & Knowles, Tiger Merger Corp. and Uniroyal
Chemical Corporation ("UCC") (incorporated by reference
to Exhibit 2 to the Crompton & Knowles Form 10-Q for the
period ended March 31, 1996).
2.3 Acquisition Agreement dated November 29, 1999, by and
among Yorkshire Group PLC, Yorkshire Americas, Inc., as
Purchasers and CK Witco Corporation, Crompton & Knowles
Europe S.P.R.L., Uniroyal Chemical European Holdings
B.Vand Crompton & Knowles Colors Incorporated, as Sellers
(incorporated by reference to Exhibit 2.3 of the CK Witco
Form 10-K for the period ended December 31, 1999).
2.4 Limited Liability Company Agreement by and between
Gustafson, Inc. and Trace Chemicals, Inc., effective as
of September 23, 1998, (incorporated by reference to
Exhibit 2.1 to the Crompton & Knowles Form 8-K/A dated
January 21, 1999 ("Form 8-K/A")).
2.5 First Amendment to Limited Liability Company Agreement by
and among GT Seed Treatment Inc. (f/k/a Gustafson, Inc.),
Ecart Inc. (f/k/a Trace Chemicals, Inc.) and Bayer
Corporation, dated as of November 20, 1998, (incorporated
by reference to Exhibit 2.2 to Form 8-K/A).
2.6 Purchase Agreement by and among the Crompton & Knowles,
Uniroyal, Trace Chemicals, Inc. and Gustafson, Inc. as
Sellers, and Bayer Corporation, as Purchaser, and Gustafson
LLC, as the Company, dated as of November 20, 1998,
(incorporated by reference to Exhibit 2.3 to Form 8-K/A).
2.7 Purchase Agreement by and between Uniroyal Chemical Co./Cie
and Bayer Inc., effective as of November 20, 1998,
(incorporated by reference to Exhibit 2.4 to Form 8-K/A).
II-8
<PAGE>
2.8 Partnership Agreement of Gustafson Partnership by and
between Uniroyal Chemical Co./Cie and Bayer Inc., effective
as of November 20, 1998, (incorporated by reference to
Exhibit 2.5 to Form 8-K/A).
2.9 Joint Venture Agreement and Shareholders Agreement dated
September 18, 1998, by and between Uniroyal and GIRSA S.A.
de C.V. (incorporated by reference to Exhibit 2.6 to the
Crompton & Knowles Form 10-K for the fiscal year ended
December 26, 1998 ("1998 Form 10-K")).
2.10 Stock Purchase Agreement dated as of December 8, 1998, by
and among Crompton & Knowles and Ingredient Technology
Corporation, as Sellers, and Chr. Hansen Inc., as Purchaser
(incorporated by reference to Exhibit 2.7 to the 1998 Form
10-K).
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Appendix H to the Joint Proxy
Statement-Prospectus S-4 Registration Statement).
3.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3.02 to the Joint Proxy Statement-Prospectus S-4
Registration Statement).
4.1 Rights Agreement dated as of September 2, 1999, by and
between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by
Reference to Form 8-A dated September 28, 1999).
4.2 Form of Indenture, dated as of February 8, 1993, among
Uniroyal and State Street Bank and Trust Company, as
Trustee, relating to the 10 1/2% Notes, including form of
securities (incorporated by reference to Exhibit 4.1 to the
Registration Statement on UCC Form S-1, Registration No.
33-45296 and 33-45295 ("UCC Form S-1, Registration No.
33-45296/45295")).
4.3 Form of First Supplemental Indenture, dated as of
December 9, 1998, among UCC, as Issuer, Uniroyal, as
successor to the Issuer, and State Street Bank and Trust
Company, as Trustee, relating to the 10 1/2% Senior Notes
due 2002 (incorporated by reference to Exhibit 4.4 to
the 1998 Form 10-K).
4.4 Form of Indenture, dated as of September 1, 1993, among
Uniroyal and State Street Bank and Trust Company, as
Trustee, relating to $270 million of 9% Notes, including
the form of securities (incorporated by reference to
Exhibit 4.2 to UCC Form S-1, Registration No. 33-66740).
4.5 Form of $600 Million 364-Day Credit Agreement dated as of
October 28, 1999, by and among the Registrant, certain
subsidiaries of the Registrant, various banks, The Chase
Manhattan Bank, as Syndication Agent, Citibank, N.A., as
Administrative Agent and Bank of America, N.A. and
Deutsche Bank Securities Inc., as Co-Documentation Agents
(incorporated by reference to Exhibit 4.1 to the 10-Q for
the quarter ended September 30, 1999 ("September 30, 1999
10-Q")).
II-9
<PAGE>
4.6 Form of $400 Million Five-Year Credit Agreement dated as
of October 28, 1999, by and among the Registrant, certain
subsidiaries of the Registrant, various banks, The Chase
Manhattan Bank, as Syndication Agent, Citibank, N.A., as
Administrative Agent and Bank of America, N.A. and Deutsche
Bank Securities Inc., as Co-Documentation Agents
(incorporated by reference to Exhibit 4.2 to the
September 30, 1999 10-Q).
4.7 Form of $600 Million Third Amended and Restated Credit
Agreement dated as of March 31, 1998, by and among
Crompton & Knowles and certain of its subsidiaries, as
Borrowers, and various lenders, Citicorp SA, Inc., as
Agent and The Chase Manhattan Bank, Corestates Bank, N.A.
and First Union National Bank, as Managing Agents
(incorporated by reference to Exhibit 4 to the Crompton &
Knowles Form 10-Q for the quarter ended June 27, 1998).
4.8 Form of $50 Million Credit Agreement dated as of
December 23, 1999, by and among the Registrant, various
banks and Merrill Lynch Capital Corporation, as
Administrative Agent (incorporated by reference to
Exhibit 4.8 of the CK Witco Form 10-K for the period
ended December 31, 1999).
4.9 Offering Memorandum, dated March 2, 2000, relating to
$25 Million Floating Rate Notes due 2001 (incorporated
by reference to Exhibit 4.9 of the CK Witco Form 10-K
for the period ended December 31, 1999).
4.10 Form of Indenture, dated as of March 1, 2000, by and
between the Registrant and Citibank, N.A., relating to
$25 Million Floating Rate Notes due 2001, including as
Annex A thereto, Form of Floating Rate Note Pledge
Agreement by and among the Registrant, certain foreign
subsidiaries of the Registrant, and Citibank, N.A., as
Collateral Agent (incorporated by reference to
Exhibit 4.10 of the CK Witco Form 10-K for the period
ended December 31, 1999).
4.11 Form of Purchase Agreement, dated as of March 2, 2000, by
and between the Registrant, as Seller, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as
Purchaser, relating to $25 Million Floating Rate Notes
due 2001 (incorporated by reference to Exhibit 4.11 of
the CK Witco Form 10-K for the period ended December 31,
1999).
4.12 Offering Memorandum, dated March 2, 2000, relating to
$600 Million of 8 1/2% Senior Notes due 2005
(incorporated by reference to Exhibit 4.12 of the CK
Witco Form 10-K for the period ended December 31, 1999).
4.13 Form of Indenture, dated as of March 1, 2000, by and
between the Registrant and Citibank, N.A., relating to
$600 Million of 8 1/2% Senior Notes due 2005, including
as Annex A thereto, Form of Senior Note Pledge Agreement
by and among the Registrant, certain foreign subsidiaries
of the Registrant, and Citibank, N.A., as Collateral
Agent (incorporated by reference to Exhibit 4.13 of the
CK Witco Form 10-K for the period ended December 31, 1999).
II-10
<PAGE>
4.14 Form of Purchase Agreement, dated as of March 2, 2000, by
and among the Registrant, as Seller, and Merrill Lynch, ABN
AMRO Incorporated, Banc of America Securities LLC, Chase
Securities Inc., Deutsche Bank Securities Inc., Goldman,
Sachs & Co. and Salomon Smith Barney Inc. (together, the
"Initial Purchasers"), relating $600 Million of 8 1/2%
Senior Notes due 2005 (incorporated by reference to Exhibit
4.14 of the CK Witco Form 10-K for the period ended
December 31, 1999).
4.15 Form of Indenture, dated as of February 1, 1993, by and
between Witco and the Chase Manhattan Bank, N.A., as
Trustee, relating to Witco's 6.60% Notes due 2003, 7.75%
Debentures due 2023, 6 1/8% Notes due 2006 and 6 7/8%
Debentures due 2026, including form of securities
(incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement on Form S-3,
Registration No. 33-58066, filed March 19, 1993).
4.16 Form of First Supplemental Indenture, dated February 1,
1996, by and among Witco, Chase Manhattan Bank, N.A., the
Initial Trustee, and Fleet National Bank of Connecticut,
the Note Trustee, relating to Witco's 6 1/8% Notes due
2006 and 6 7/8% Notes due 2026 (incorporated by reference
to Registration Statement on Form S-3, Registration
Number 33-65203, filed January 25, 1996).
4.17 Form of Registration Rights Agreement, dated as of
March 7, 2000, by and among the Registrant and the Initial
Purchasers, relating to $600 Million of 8 1/2% Senior
Notes due 2005 (incorporated by reference to Exhibit 4.17
of the CK Witco Form 10-K for the period ended
December 31, 1999).
4.18 Form of Second Supplemental Indenture, dated as of
December 6, 1999, among UCC, as Issuer, Uniroyal, as
successor to the Issuer, and State Street Bank & Trust
Company, as Trustee, relating to the 10 1/2% Senior Notes
due 2002 (incorporated by reference to Exhibit 4.18 of the
CK Witco Form 10-K for the period ended December 31, 1999).
4.19 Form of First Supplemental Indenture, dated as of
December 6, 1999, by and between Uniroyal, as Issuer, and
State Street Bank & Trust Company, as Trustee, relating
to the 9% Senior Notes due 2000 (incorporated by reference
to Exhibit 4.19 of the CK Witco Form 10-K for the period
ended December 31, 1999).
5.1 Opinion of John T. Ferguson, II (including consent).
12.1 Statement of Computation of Ratios.
23.1 Consent of KPMG LLP.
23.2 Consent of John T. Ferguson, II (contained in Exhibit 5.1).
24.1 Power of Attorney.
25.1 Statement of Eligibility of Trustee.
II-11
<PAGE>
27.1 Financial Data Schedule (incorporated by reference to
Exhibit 27 of the CK Witco Form 10-K for the period ended
December 31, 1999).
99.1 Form of Letter of Transmittal for the 8 1/2% Senior Notes
due 2005.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.4 Form of Institutions Letter.
99.5 Form of Client Letter.
II-12
EXHIBIT 5.1
OPINION OF
JOHN T. FERGUSON II, ESQ.
GENERAL COUNSEL OF
CK WITCO CORPORATION
April 25, 2000
CK Witco Corporation
One American Lane
Greenwich, Connecticut 06831
Ladies and Gentlemen:
I am the General Counsel of CK Witco Corporation, a Delaware corporation
(the "Company"), and I give this opinion in connection with the preparation of
the Company's Registration Statement on Form S-4 (the "Registration Statement"),
relating to an offer to exchange (the "Exchange Offer") the Company's 8.50%
Senior Notes due 2005 (the "Exchange Notes") for an equal principal amount of
the Company's outstanding 8.50% Senior Notes due 2005.
The Exchange Notes will be issued under that certain Indenture, dated as
of March 1, 2000, by and between the Company and Citibank, N.A., as Trustee (the
"Indenture").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion. I have assumed, among other things, that (i) the signatures on all the
documents that I have examined are genuine, (ii) all documents submitted to me
as originals are authentic, and (iii) all documents submitted to me as copies
conform to the originals.
I am qualified to practice law in the Commonwealth of Pennsylvania, and,
in rendering the opinions expressed herein, I express no opinion as to the laws
of any jurisdiction other than the laws of the Commonwealth of Pennsylvania, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Upon the basis of the foregoing, I am of the opinion that the Exchange
Notes have been duly authorized by the Company and, when duly executed and
delivered by the Company upon the terms set forth in the Exchange Offer, will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium, or other
similar laws relating to or affecting enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law).
The opinion expressed herein is subject to the following additional
qualifications and comments:
(1) I have assumed that (i) the Trustee under the Indenture is duly
organized, validly existing and in good standing under the jurisdiction
of its organization and has all the necessary power and authority under
applicable federal, state and foreign law to enter into such agreement
and
-1-
<PAGE>
perform its respective obligations thereunder and (ii) the Indenture
has been duly authorized, executed and delivered by the Trustee
thereunder and represents the valid and binding obligation of such
Trustee, enforceable against such party in accordance with its terms.
(2) I express no opinion as to any choice of law provision contained in the
Indenture or the Exchange Notes.
(3) Rights to contribution or indemnification may be limited by or
unenforceable as a result of the laws, rules or regulations of any
governmental authority or agency thereof or public policy.
(4) Waivers as to usury, stay or extension laws may be unenforceable.
This opinion is limited to the matters stated expressly herein, and no
opinion is implied or may be inferred beyond the matters expressly stated.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to myself in the Prospectus that is
a part of the Registration Statement.
Very truly yours,
-2-
EXHIBIT 12.1
CK WITCO CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(AMOUNTS IN THOUSANDS, EXCEPT RATIO DATA)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings (loss) from continuing operations before
income taxes and extraordinary charges $(116,429) (1) $298,716 $148,746 $ (9,344) $ 98,460
Fixed charges 73,794 79,598 103,836 115,363 125,707
Less:
Interest capitalized during the period (3,961) (1,078) (487) (1,119) (3,309)
Adjustment for loss of less-than-fifty-percent-owned
person accounted for under the equity method 663 590 2,899 682 159
--------- -------- -------- -------- --------
$(45,933) $377,826 $254,994 $105,582 $221,017
========= ======== ======== ======== ========
Fixed Charges:
Interest expense $69,833 $78,520 $103,349 $114,244 $122,398
Capitalized interest 3,961 1,078 487 1,119 3,309
--------- -------- -------- -------- --------
$73,794 $79,598 $103,836 $115,363 $125,707
========= ======== ======== ======== ========
Ratio of earnings to fixed charges (2) 4.75 2.46 0.92 1.76
========= ======== ======== ======== ========
</TABLE>
(1) Includes pre-tax gain of $42,060 related to the sale of the specialty
ingredients business, a pre-tax loss of $83,333 related to the sale of the
textile colors business, a pre-tax charge of $29,518 related to merger and
related costs and $195,000 related to the write-off of acquired in-process
research and development.
(2) Earnings were less than fixed charges by $119,727 for 1999.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CK Witco Corporation
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the Registration
Statement.
Stamford, Connecticut
April 26, 2000
EXHIBIT 24.1
We, the undersigned officers and directors of CK Witco Corporation,
hereby constitute and appoint Vincent A. Calarco, Peter Barna and John T.
Ferguson II, and each of them severally, our true and lawful attorneys or
attorney, with full power to them and each of them to execute for us, and in
our names in the capacities indicated below, and to file with the Securities
and Exchange Commission the Registration Statement on Form S-4 relating to
the Offer to Exchange $600 million of the Corporation's 8 1/2% Senior Notes due
2005, for $600 million of the Corporation's 8 1/2% Senior Notes due 2005, which
have been registered under the Securities Act of 1933, and any amendment
thereto.
IN WITNESS WHEREOF, we have signed this Power of Attorney in the
capacities indicated on April 25, 2000.
Principal Executive Officer
/s/ Vincent A. Calarco Chairman, President,
---------------------- Chief Executive Officer and
Vincent A. Calarco Director
/s/ Peter Barna Principal Financial Officer
--------------- Senior Vice President and
Peter Barna Chief Financial Officer
/s/ Brian Dick
-------------- Principal Accounting Officer
Brian Dick Vice President, Finance
/s/ Roger L. Headrick
---------------------
Roger L. Headrick Director
/s/ Harry G. Hohn
-----------------
Harry G. Hohn Director
/s/ Bruce F. Wesson
-------------------
Bruce F. Wesson Director
/s/ Robert A. Fox
-----------------
Robert A. Fox Director
/s/ Leo I. Higdon, Jr.
----------------------
Leo I. Higdon, Jr. Director
/s/ C.A. Piccolo
----------------
C.A. Piccolo Director
/s/ Patricia K. Woolf
---------------------
Patricia K. Woolf Director
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM T- 1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) _____
---------------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
---------------------------------
CK WITCO CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 52-2183153
(State or other jurisdiction of (I.R.S.
incorporation or organization) employer
identification
no.)
One American Lane 06831
Greenwich, Connecticut (Zip Code)
(Address of principal executive offices)
---------------------------------
8 1/2 % Senior Notes due 2005
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers. Yes.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now
in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration Statement
No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to
T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
-2-
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 3319227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A. (as of December 31, 1999 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
---------------------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 18th day
of April, 2000.
CITIBANK, N.A.
By /s/ P. DeFelice
---------------------------
P. DeFelice
Vice President
-3-
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
OF NEW YORK IN THE STATE OF NEW YORK AT THE CLOSE OF
BUSINESS ON DECEMBER 31, 1999, PUBLISHED IN RESPONSE TO
CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12,
UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461
COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT.
ASSETS
Thousands
of
dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
and currency and coin .............. $ 10,648,000
Interest-bearing balances ................ 12,916,000
Held-to-maturity securities .............. 0
Available-for-sale securities ............ 40,494,000
Federal funds sold and
securities purchased under
agreements to resell ................... 7,255,000
Loans and lease financing receivables:
Loans and Leases, net of unearned
income .................... $209,214,000
LESS: Allowance for loan and lease
losses .................... 4,647,000
Loans and leases, net of unearned
income, allowance, and reserve ......... 204,567,000
Trading assets ........................... 28,321,000
Premises and fixed assets (including
capitalized leases) .................... 3,808,000
Other real estate owned .................. 365,000
Investments in unconsolidated
subsidiaries and associated
companies .............................. 1,212,000
Customers' liability to this bank on
acceptances outstanding ................ 1,134,000
Intangible assets ........................ 4,244,000
Other assets ............................. 12,890,000
-------------
TOTAL ASSETS ............................. $327,899,000
=============
LIABILITIES
Deposits:
In domestic offices .................... $ 46,525,000
Noninterest-bearing .........$15,373,000
Interest-bearing .............. 31,152,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................. 188,307,000
Noninterest-bearing ........... 12,313,000
Interest-bearing...............175,994,000
Federal funds purchased and securities
sold under agreements to repurchase .... 8,039,000
Demand notes issued to the U.S.
Treasury ............................... 0
Trading liabilities ...................... 26,196,000
Other Borrowed money (includes
mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one
year or less ......................... 11,978,000
With a remaining maturity of more
than one year through three years .... 1,170,000
With a remaining maturity of more
than three years ..................... 2,827,000
Bank's liability on acceptances
executed and outstanding ............... 1,222,000
Subordinated notes and debentures ........ 6,850,000
Other liabilities ........................ 13,223,000
-------------
TOTAL LIABILITIES ........................ $306,337,000
=============
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ................................ 0
Common stock ............................. $ 751,000
Surplus .................................. 9,836,000
Undivided profits and capital reserves ... 11,565,000
<PAGE>
Net unrealized holding gains (losses)
on available-for-sale securities ....... 116,000
Accumulated net gains (losses) on cash
flow hedges ............................ 0
Cumulative foreign currency translation
adjustments ............................ (706,000)
-------------
TOTAL EQUITY CAPITAL ..................... $ 21,562,000
-------------
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL ......................... $327,899,000
============
I, Roger W. Trupin, Controller of the above-named bank
do hereby declare that this Report of Condition is
true and correct to the best of my knowledge and belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness
of this Report of Condition. We declare that it has been
examined by us and to the best of our knowledge and
belief has been prepared in conformance with the
instructions and is true and correct.
JOHN S. REED
WILLIAM R. RHODES
PAUL J. COLLINS
DIRECTORS
EXHIBIT 99.1
LETTER OF TRANSMITTAL
CK WITCO CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
8 1/2% SENIOR NOTES DUE 2005
FOR
8 1/2% SENIOR NOTES DUE 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [EXPIRATION DATE], 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO: CITIBANK, N.A. (AS "EXCHANGE AGENT")
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency & Trust Services
By Facsimile (for Eligible Institutions Only):
(212) 825-3483
Confirm by Telephone:
(800) 422-2066
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the ones listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.
The undersigned hereby acknowledges receipt of the Prospectus dated April
__, 2000 (the "Prospectus") of CK Witco Corporation ("CK Witco") and this Letter
of Transmittal, which together constitute CK Witco's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $600,000,000 of its
8 1/2% Senior Notes due 2005 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for a like principal
amount of its outstanding 8 1/2% Senior Notes due 2005 (the "Notes"),
respectively. The term "Expiration Date" shall mean 5:00 p.m., New York City
time, on [expiration date], 2000, unless CK Witco, in its reasonable judgment,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Notes to which this Letter of Transmittal relates. If the
space indicated below is inadequate, the Certificate or Registration Numbers and
Principal Amounts should be listed on a separately signed schedule affixed
hereto.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DESCRIPTION OF 8 1/2% SENIOR NOTES DUE 2005 TENDERED HEREBY
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF | CERTIFICATE | AGGREGATE | PRINCIPAL
REGISTERED OWNER(S) (PLEASE FILL IN) | OR | PRINCIPAL | AMOUNT
| REGISTRATION | AMOUNT | TENDERED**
| NUMBERS* | REPRESENTED |
| | BY NOTES |
|-----------------------------------------
| | |
|-----------------------------------------
| | |
|-----------------------------------------
| | |
|-----------------------------------------
| | |
|-----------------------------------------
| | |
|-----------------------------------------
|Total | |
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such Notes. All tenders
must be in integral multiples of $1,000.
This Letter of Transmittal is to be used (i) if certificates of Notes are
to be forwarded herewith or (ii) tender of the Notes is to be made according to
the guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer--Guaranteed delivery procedures." See Instruction 2.
Delivery of documents to a book-entry transfer facility does not constitute
delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Notes are registered on the books of CK Witco or any other person who
has obtained a properly completed bond power from the registered holder. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer. Holders who wish to tender their Notes must complete this letter in its
entirety.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
-----------------------------------------
Account Number
---------------------------------------------------------
Transaction Code Number
------------------------------------------------
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date must tender their Notes according to the guaranteed
delivery procedure set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed delivery procedures." See Instruction 2.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
-------------------------------------------
Name of Eligible Institution that Guaranteed Delivery
------------------
If delivery by book-entry transfer:
Account Number
------------------------------------------------
Transaction Code Number
------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name
-------------------------------------------------------------------
Address
----------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to CK Witco the principal amount of the Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
such Notes tendered hereby, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, CK Witco all right, title and interest in
and to such Notes as are being tendered hereby, including all rights to accrued
and unpaid interest thereon as of the Expiration Date. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that said
Exchange Agent acts as the agent of CK Witco in connection with the Exchange
Offer) to cause the Notes to be assigned, transferred and exchanged. The
undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Notes and to acquire Exchange Notes
issuable upon the exchange of such tendered Notes, and that when the same are
accepted for exchange, CK Witco will acquire good and unencumbered title to the
tendered Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim.
The undersigned represents to CK Witco that (i) such holders are not
"affiliates" of the Company within the meaning of Rule 405 under the Securities
Act; (ii) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned; (iii) neither the
undersigned nor any such other person is engaged or intends to engage in, or has
an arrangement or understanding with any person to participate in, the
distribution of such Exchange Notes; and (iv) if the undersigned is a
broker-dealer holding Notes acquired for its own account as a result of
market-making activities or other trading activities, it will deliver a
prospectus meeting the requirements of the Securities Act of 1933, as amended,
in connection with any resale of Exchange Notes received in respect of Notes
pursuant to the Exchange Offer; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. The undersigned and any
such other person acknowledge that, if they are participating in the Exchange
Offer for the purpose of distributing the Exchange Notes, (i) they cannot rely
on the position of the staff of the Securities and Exchange Commission
enunciated in Exxon Capital Holdings Corporation (available April 13, 1989),
Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters
and, in the absence of an exemption therefrom, must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
the resale transaction and (ii) failure to comply with such requirements in such
instance could result in the undersigned or any such other person incurring
liability under the Securities Act for which such persons are not indemnified by
CK Witco. If the undersigned or the person receiving the Exchange Notes covered
by this letter is an affiliate (as defined under Rule 405 of the Securities Act)
of CK Witco, the undersigned represents to CK Witco that the undersigned
understands and acknowledges that such Exchange Notes may not be offered for
resale, resold or otherwise transferred by the undersigned or such other person
without registration under the Securities Act or an exemption therefrom.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or CK Witco to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Notes or transfer ownership of such Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that acceptance of any tendered Notes by CK Witco and the issuance of Exchange
Notes in exchange therefor shall constitute performance in full by CK Witco of
its obligations under the Registration Rights
<PAGE>
Agreement and that CK Witco shall have no further obligations or liabilities
thereunder for the registration of the Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer-Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by CK Witco), as more particularly set forth in the Prospectus, CK
Witco may not be required to exchange any of the Notes tendered hereby and, in
such event, the Notes not exchanged will be returned to the undersigned at the
address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Notes may be withdrawn at any time
prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Notes, and any Notes delivered herewith but not exchanged, will be
registered in the name of the undersigned and shall be delivered to the
undersigned at the address shown below the signature of the undersigned. If an
Exchange Note is to be issued to a person other than the person(s) signing this
Letter of Transmittal, or if an Exchange Note is to be mailed to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown on this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Notes are surrendered by Holder(s) that have
completed either the box entitled "Special Registration Instructions" or the box
entitled "Special Delivery Instructions" in this Letter of Transmittal,
signature(s) on this Letter of Transmittal must be guaranteed by an Eligible
Institution (defined in Instruction 2).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be issued in the
name of someone other than the undersigned.
Name:
---------------------------------------------------------
Address:
------------------------------------------------------
--------------------------------------------------------------
Book-Entry Transfer Facility Account:
--------------------------------------------------------------
Employer Identification or Social Security Number:
--------------------------------------------------------------
(Please print or type)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be sent to someone
other than the undersigned, or to the undersigned at an address other than
that shown under "Description of Notes Tendered Hereby."
Name:
---------------------------------------------------------
Address:
------------------------------------------------------
--------------------------------------------------------------
Employer Identification or Social Security Number:
--------------------------------------------------------------
(Please print or type)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REGISTERED HOLDER(S) OF NOTES SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
------------------------------------------------------------------------------
X
------------------------------------------------------------------------------
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Notes or on a security position listing as the owner of the Notes or by
person(s) authorized to become registered holder(s) by properly completed bond
powers transmitted herewith. If signature is by attorney-in-fact, trustee,
executor, administrator, guardian, officer of a corporation or other person
acting in a fiduciary capacity, please provide the following information (Please
print or type):
- --------------------------------
SIGNATURE GUARANTEE
Name and Capacity (full title)
(IF REQUIRED-SEE INSTRUCTION 4)
- -------------------------------- -----------------------------------------
(Signature of Representative of
Signature Guarantor)
- -------------------------------- -----------------------------------------
Address (including zip code) (Name and Title)
- -------------------------------- ------------------------------------------
(Area Code and Telephone Number) (Name of Plan)
- -------------------------------- ------------------------------------------
(Taxpayer Identification or (Area Code and Telephone Number)
Social Security No.)
Dated: ,2000 Dated: ,2000
-------------------- --------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PAYOR'S NAME: CK WITCO CORPORATION
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED. Please provide your
social security number or other taxpayer identification number ("TIN") on the
following Substitute Form W-9 and certify therein that you are subject to backup
withholding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUBSTITUTE PART I-PLEASE PROVIDE
Form W-9 YOUR TIN IN THE BOX AT
DEPARTMENT OF THE TREASURY THE RIGHT AND CERTIFY BY -----------------------
INTERNAL REVENUE SERVICE SIGNING AND DATING Social Security Number
BELOW. (For most
individuals, your TIN is OR
your social security
number. If you do not -----------------------
have a number, see Employer Identification
enclosed Guidelines for Number
Certification of
Taxpayer Identification (If awaiting TIN, write
Number on Substitute "Applied For")
Form W-9.)
- --------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART II-For Payees exempt from backup withholding,
TAXPAYER see the enclosed Guidelines for Certification of
IDENTIFICATION NUMBER (TIN) Taxpayer Identification Number on Substitute
Form W-9 and complete as instructed therein.
- --------------------------------------------------------------------------------
CERTIFICATION-Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
or a Taxpayer Identification Number has not been issued to me and either (a)
I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service ("IRS")
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future; and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATE INSTRUCTIONS-You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
The IRS does not require your consent to any provision of this document other
than the certifications required to avoid backup withholding.
- --------------------------------------------------------------------------------
SIGNATURE DATE 2000
--------------------------------- ------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE
EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" INSTEAD
OF A TIN ON THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate IRS Center or
Social Security Administration Office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable payments
made to me will be withheld until I provide a number, but will be refunded if I
provide a certified taxpayer identification number within 60 days.
- ---------------------------------------------- -----------------------------
Signature Date
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. All physically
delivered Notes or confirmation of any book-entry transfer to the Exchange
Agent's account at a book-entry transfer facility of Notes tendered by
book-entry transfer, as well as a properly completed and duly executed copy of
this Letter of Transmittal or facsimile thereof, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to expiration of the Exchange Offer
(the "Expiration Date"). The method of delivery of this Letter of Transmittal,
the Notes and any other required documents is at the election and risk of the
Holder, and except as otherwise provided below, the delivery will be deemed made
only when actually received by the Exchange Agent. If such delivery is by mail,
it is suggested that registered mail with return receipt requested, properly
insured, be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via
a facsimile number other than the ones set forth herein, will not constitute a
valid delivery.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Notes,
but whose Notes are not immediately available and thus cannot deliver their
Notes, the Letter of Transmittal or any other required documents to the Exchange
Agent (or comply with the procedures for book-entry transfer) prior to the
Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the Holder, the registration number(s) of such Notes and the
principal amount of Notes tendered, stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, the Letter of Transmittal (or facsimile thereof),
together with the Notes (or a confirmation of book-entry transfer of such Notes
into the Exchange Agent's account at the Depository) and any other documents
required by the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or facsimile
thereof), as well as all tendered Notes in proper form for transfer (or a
confirmation of book-entry transfer of such Notes into the Exchange Agent's
account at the Depository) and all other documents required by the Letter of
Transmittal, are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
<PAGE>
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will
be sent to Holders who wish to tender their Notes according to the guaranteed
delivery procedures set forth above. Any Holder who wishes to tender Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery relating to such
Notes prior to the Expiration Date. Failure to comply with the guaranteed
delivery procedures outlined above will not, of itself, affect the validity or
effect a revocation of any Letter of Transmittal form properly completed and
executed by a Holder who attempted to use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount
of Notes evidenced by a submitted certificate is tendered, the tendering Holder
should fill in the principal amount tendered in the column entitled "Principal
Amount Tendered" in the box entitled "Description of Notes Tendered Hereby." A
newly issued Note for the principal amount of Notes submitted but not tendered
will be sent to such Holder as soon as practicable after the Expiration Date.
All Notes delivered to the Exchange Agent will be deemed to have been tendered
in full unless otherwise indicated.
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date, after which tenders of Notes are irrevocable. To
be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent. Any such notice of
withdrawal must (i) specify the name of the person having deposited the Notes to
be withdrawn (the "Depositor"), (ii) identify the Notes to be withdrawn
(including the registration number(s) and principal amount of such Notes, or, in
the case of Notes transferred by book-entry transfer, the name and number of the
account at the Depository to be credited), (iii) be signed by the Holder in the
same manner as the original signature on this Letter of Transmittal (including
any required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Notes register the transfer
of such Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any such Notes are to be registered, if different from
that of the Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by CK Witco,
whose determination shall be final and binding on all parties. Any Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Notes so withdrawn are validly retendered. Any Notes which have been
tendered but which are not accepted for exchange will be returned to the Holder
thereof without cost to such Holder as soon as practicable after withdrawal,
rejection of tender or termination of Exchange Offer.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered Holder(s) of the Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificates without
alteration or enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in the Depository, the signature must
correspond with the name as it appears on the security position listing as the
owner of the Notes.
If any of the Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of Notes.
Signatures of this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Notes
tendered hereby are tendered (i) by a registered
<PAGE>
Holder who has not completed the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Notes (which term, for the purposes described herein, shall include a
participant in the Depository whose name appears on a security listing as the
owner of the Notes) listed and tendered hereby, no endorsements of the tendered
Notes or separate written instruments of transfer or exchange are required. In
any other case, the registered Holder (or acting Holder) must either properly
endorse the Notes or transmit properly completed bond powers with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
Holder(s) appear(s) on the Notes, and, with respect to a participant in the
Depository whose name appears on a security position listing as the owner of
Notes, exactly as the name of the participant appears on such security position
listing), with the signature on the Notes or bond power guaranteed by an
Eligible Institution (except where the Notes are tendered for the account of an
Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by CK Witco, proper evidence
satisfactory to CK Witco of their authority so to act must be submitted.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box, the name and address (or account at the
Depository) in which the Exchange Notes or substitute Notes for principal
amounts not tendered or not accepted for exchange are to be issued (or
deposited), if different from the names and addresses or accounts of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification number or social security number of the person named
must also be indicated and the tendering Holder should complete the applicable
box.
If no instructions are given, the Exchange Notes (and any Notes not
tendered or not accepted) will be issued in the name of and sent to the acting
Holder of the Notes or deposited at such Holder's account at the Depository.
6. TRANSFER TAXES. CK Witco shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Notes to it or its order pursuant to
the Exchange Offer. If a transfer tax is imposed for any reason other than the
transfer and exchange of Notes to CK Witco or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
Holder or any other person) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exception therefrom is not
submitted herewith, the amount of such transfer taxes will be collected from the
tendering Holder by the Exchange Agent.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Notes listed in this Letter of Transmittal.
7. WAIVER OF CONDITIONS. CK Witco reserves the right, in its reasonable
judgment, to waive, in whole or in part, any of the conditions to the Exchange
Offer set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Notes have
been mutilated, lost, stolen or destroyed should contact the Exchange Agent at
the address indicated above for further instructions.
<PAGE>
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number(s) set forth above. In addition, all
questions relating to the Exchange Offer, as well as requests for assistance or
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to CK Witco Corporation, One American Lane, Greenwich, Connecticut
06831, Attention: Corporate Secretary; telephone (203) 552-2000.
10. VALIDITY AND FORM. All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered Notes and withdrawal of
tendered Notes will be determined by CK Witco in its sole discretion, which
determination will be final and binding. CK Witco reserves the absolute right to
reject any and all Notes not properly tendered or any Notes CK Witco's
acceptance of which would, in the opinion of counsel for CK Witco, be unlawful.
CK Witco also reserves the right, in its reasonable judgment, to waive any
defects, irregularities or conditions of tender as to particular Notes. CK
Witco's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Notes must be cured within such time as CK Witco
shall determine. Although CK Witco intends to notify Holders of defects or
irregularities with respect to tenders of Notes, neither CK Witco, the Exchange
Agent nor any other person shall incur any liability for failure to give such
notification. Tenders of Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holder as soon as practicable following the Expiration
Date.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Notes is required to
provide the Exchange Agent with such Holder's correct TIN on the Substitute Form
W-9 above. The Certificate of Awaiting Taxpayer Identification Number should be
completed if the tendering Holder has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future. If the Holder
fails to provide a correct TIN or fails to provide the necessary certifications,
the Holder may be subject to a $50 penalty imposed by the IRS. In addition, any
payments that are made to such Holder with respect to tendered Notes may be
subject to backup withholding.
Certain Holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements (see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9). In
order for a foreign Holder to qualify as an exempt recipient, that Holder must
submit to the Exchange Agent a properly completed IRS Form W-8 or W-8BEN, signed
under penalties of perjury, attesting to that Holder's exempt status. Such forms
can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld, provided the
necessary information is given to the IRS. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9. To prevent backup withholding on payments
that are made to a Holder with respect to Notes tendered for exchange, the
Holder is required to notify the Exchange Agent of his or her correct TIN by
completing the form herein certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (i) such Holder
is exempt,
<PAGE>
(ii) such Holder has not been notified by the IRS that he or she is subject to
backup withholding as a result of failure to report all interest or dividends or
(iii) the IRS has notified such Holder that he or she is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT. Each Holder is required to give
the Exchange Agent the social security number or employer identification number
of the record Holder(s) of the Notes. If Notes are in more than one name or are
not in the name of the actual Holder, consult the instructions on IRS Form W-9,
which may be obtained from the Exchange Agent, for additional guidance on which
number to report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER. If the tendering
Holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, write "Applied For" in the space for the
TIN on Substitute Form W-9, sign and date the form and the Certificate of
Awaiting Taxpayer Identification Number and return them to the Exchange Agent.
If such certificate is completed and the Exchange Agent is not provided with the
TIN within 60 days, the Exchange Agent will withhold 31% of all payments made
thereafter until a TIN is provided to the Exchange Agent.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with Notes or confirmation of book-entry transfer and all other required
documents) or a Notice of Guaranteed Delivery must be received by the Exchange
Agent on or prior to the Expiration Date.
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8 1/2 % SENIOR NOTES DUE 2005
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
CK WITCO CORPORATION
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of CK Witco Corporation ("CK Witco") made pursuant to the
Prospectus, dated April __, 2000 (the "Prospectus"), if certificates for the
outstanding 8 1/2 % Senior Notes due 2005 of CK Witco (the "Old Notes") are not
immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Exchange Agent prior to 5:00 p.m., New York City time, on [expiration
date], 2000 (the "Expiration Date"). Such form may be delivered or transmitted
by telegram, telex, facsimile transmission, mail or hand delivery to Citibank,
N.A. (the "Exchange Agent") as set forth below. In addition, in order to utilize
the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal (or facsimile
thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date. Capitalized terms not defined herein are
defined in the Prospectus.
CITIBANK, N.A., EXCHANGE AGENT.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency and Trust Services
By Facsimile (for Eligible Institutions Only):
(212) 825-3483
Confirm by Telephone:
(800) 422-2066
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
THIS INSTRUMENT IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE
ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (AS DEFINED IN THE PROSPECTUS), SUCH SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF
SIGNATURES.
<PAGE>
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to CK Witco
the principal amount of Old Notes set forth below, pursuant to the guaranteed
delivery procedure described in "The Exchange Offer-Guaranteed delivery
procedures" section of the Prospectus.
Principal Amount of Old Notes Tendered:* If Old Notes will be delivered by
book-entry Transfer to The Depository
$ Trust Company, provide account number:
-----------------------------------
Certificate Nos. (if available): --------------------------------------
- ------------------------------------
Total Principal Amount Represented by Certificate(s):
$
-----------------------------------
*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
X
----------------------------------- --------------------------------
X
----------------------------------- --------------------------------
SIGNATURE(S) OF OWNER(S) DATE
OR AUTHORIZED SIGNATORY
Area Code and Telephone Number:
-------------------------------------------------
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. If Old Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
NAME(S):
------------------------------------------------------------
------------------------------------------------------------
CAPACITY:
------------------------------------------------------------
ADDRESS(ES):
------------------------------------------------------------
------------------------------------------------------------
ACCOUNT
NUMBER: ------------------------------------------------------------
------------------------------------------------------------
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, in proper form for transfer, together with any other
documents required by the Letter of Transmittal within three New York Stock
Exchange trading days after the Expiration Date.
NAME OF FIRM
-----------------------------------------------------------------
ADDRESS
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
--------------------------------------------
AUTHORIZED SIGNATURE
----------------------------------------------------------
NAME
--------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
TITLE
--------------------------------------------------------------------------
DATE
--------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF OLD
NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED LETTER
OF TRANSMITTAL.
EXHIBIT 99.3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security number have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
- ------------------------------------------ ------------------------------------
GIVE THE GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY FOR THIS TYPE OF EMPLOYER
NUMBER OF-- ACCOUNT: IDENTIFICATION
NUMBER OF --
- ------------------------------------------ ------------------------------------
1. An individual's 5. Sole
account The individual proprietorship The owner(4)
account
2. Two or more
individuals (joint The actual 6. A valid trust, Legal entity
account) owner of the estate, or (Do not furnish
account or, if pension trust the TIN of the
combined funds, personal
the first representative
individual on or trustee
the account(1) unless the
legal entity
3. Custodian account itself is not
of a minor (Uniform designated in
Gift to Minors Act) The minor(2) the account
title.)(5)
4. a. The usual
revocable savings 7. Corporate account The corporation
trust account
(grantor is also The grantor- 8. Partnership The partnership
trustee) trustee(1)
9. Association, The organization
b. So-called trust club, religious,
account that is charitable,
not a legal or educational or
valid trust under other tax-exempt
State law The actual organization
owner (1)
10. A broker or The broker or
registered nominee
nominee
11. Account with the The public
Department of entity
Agriculture in
the name of a
public entity
(such as a
State or local
government, school
district, or
prison) that
receives
agricultural
program payments
- ------------------------------------------ -----------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4,
Application for Employer Identification Number (for business and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), any IRA, or a custodial
account under Section 403(b)(7), if the account satisfies the
requirements of Section 401(f)(2).
o The United States or any of its agencies or instrumentalities.
o A State, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
Other payees that MAY BE EXEMPT from back-up withholding include:
o A corporation.
o A foreign central bank of issue.
o A dealer in securities or commodities required to register in the U.S.,
the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A common trust fund operated by a bank under Section 584(a) of the Code.
o A financial institution.
o A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of
Corporate Securities, Inc. Nominee List.
o A trust exempt from tax under Section 664 or described in
Section 4947(a)(1) of the Code.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under Section 1441
of the Code.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to the
payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under Section 852 of the Code).
o Payments described in Section 6049(b)(5) of the Code to non-resident
aliens.
o Payments on tax-free covenant bonds under Section 1451 of the Code.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
o Mortgage interest paid to you.
Exempt payees described above should file a Form W-9 to avoid possible
erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO
BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8
(CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the regulations
promulgated thereunder.
PRIVACY ACT NOTICE.-- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes, and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
EXHIBIT 99.4
CK WITCO CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
8 1/2 % SENIOR NOTES DUE 2005
FOR
8 1/2 % SENIOR NOTES DUE 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated April __, 2000 (as
the same may be amended or supplemented from time to time, the "Prospectus") and
a form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by CK Witco Corporation ("CK Witco") to exchange up
to $600,000,000 in aggregate principal amount of its 8 1/2 % Senior Notes due
2005 which have been registered under the Securities Act, as amended (the
"Exchange Notes"), for up to $600,000,000 in aggregate principal amount of its
outstanding 8 1/2 % Senior Notes due 2005 that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Old Notes").
We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Old Notes registered in
their old name. CK Witco will not pay any fees or commissions to any broker,
dealer or other person in connection with the solicitation of tenders pursuant
to the Exchange Offer. You will, however, be reimbursed by CK Witco for
customary mailing and handling expenses incurred by you for forwarding any of
the enclosed materials to your clients. CK Witco will pay all transfer taxes, if
any, applicable to the tender of Old Notes to it or its order, except as
otherwise provided in the Prospectus and the Letter of Transmittal.
Enclosed are copies of the following documents:
1. the Prospectus;
2. a Letter of Transmittal for your use in connection with the exchange
of Old Notes and for the information of your clients (facsimile
copies of the Letter of Transmittal may be used to exchange Old
Notes);
3. a form of letter that may be sent to your clients for whose accounts
you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions
with regard to the Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. a return envelope addressed to Citibank, N.A., the Exchange Agent.
<PAGE>
- --------------------------------------------------------------------------------
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [EXPIRATION DATE], 2000, UNLESS EXTENDED (THE
"EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS, AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
To tender Old Notes, certificates for Old Notes or a book-entry
confirmation (see "The Exchange Offer" in the Prospectus), a duly executed and
properly completed Letter of Transmittal or a facsimile thereof with any
required signature guarantees, and any other required documents, must be
received by the Exchange Agent as provided in the Prospectus and the Letter of
Transmittal.
Questions and requests for assistance with respect to the Exchange Offer
or requests for additional copies of the enclosed material may be directed to
the Exchange Agent at its address set forth in the Prospectus or at (800)
422-2066.
Very truly yours,
CK WITCO CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF CK WITCO OR THE EXCHANGE AGENT, OR ANY
AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS
OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER,
EXCEPT FOR THE ENCLOSED DOCUMENTS AND THE STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
EXHIBIT 99.5
CK WITCO CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
8 1/2 % SENIOR NOTES DUE 2005
FOR
8 1/2 % SENIOR NOTES DUE 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
To Our Clients:
Enclosed for your consideration is a Prospectus dated April __, 2000 (as
the same may be amended or supplemented from time to time, the "Prospectus") and
a form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by CK Witco Corporation ("CK Witco") to exchange up
to $600,000,000 aggregate principal amount of its 8 1/2 % Senior Notes due 2005
which have been registered under the Securities Act of 1933, as amended (the
"Exchange Notes"), for up to $600,000,000 aggregate principal amount of its
outstanding 8 1/2 % Senior Notes due 2005 that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Old Notes").
The material is being forwarded to you as the beneficial owner of Old
Notes carried by us for your account or benefit but not registered in your name.
A tender of any Old Notes may be made only by us as the registered holder and
pursuant to your instructions. Therefore, CK Witco urges beneficial owners of
Old Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee to contact such registered holder promptly if they wish
to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the Prospectus and Letter of Transmittal. We urge
you to read carefully the Prospectus and the Letter of Transmittal before
instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [EXPIRATION DATE], 2000, UNLESS EXTENDED (THE "EXPIRATION
DATE"). Old Notes tendered pursuant to the Exchange Offer may be withdrawn,
subject to the procedures described in the Prospectus, at any time prior to the
Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount at
maturity of the Exchange Securities for each $1,000 principal amount
at maturity of the Old Notes, of which $600,000,000 aggregate
principal amount of the Old Notes was outstanding as of [date],
2000. The terms of the Exchange Securities are substantially
identical (including principal amount, interest rate, maturity,
security and ranking) to the terms of the Old Notes, except that the
Exchange Securities (i) are freely transferable by holders thereof
(except as provided in the Prospectus) and (ii) are not entitled to
certain registration rights and certain additional interest
provisions which are applicable to the Old Notes under a
registration rights agreement to which CK Witco is party.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE
EXCHANGE OFFER-CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on [expiration date], 2000, unless extended.
4. CK Witco has agreed to pay the expenses of the Exchange Offer except
as provided in the Prospectus and the Letter of Transmittal.
<PAGE>
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering Holder to CK Witco will be paid by CK Witco, except as
provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted from
or on behalf of holders of Old Notes in any jurisdiction in which the making of
the Exchange Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. THE ACCOMPANYING LETTER
OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT
BE USED BY YOU TO TENDER OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR
YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein in connection with the Exchange Offer of CK Witco
Corporation relating to $600,000,000 aggregate principal amount of its 8 1/2 %
Senior Notes due 2005, including the Prospectus and the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Old Notes indicated below (or, if no aggregate principal amount is indicated
below, all Old Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal.
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES TO BE EXCHANGED
$ *
-------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
*I(we) understand that if I (we) sign
these instruction forms without
indicating an aggregate principal
amount of Old Notes in the space
above, all Old Notes held by you
for my (our) account will be
exchanged. Signature(s)
Capacity (full title), if signing in a
fiduciary or representative capacity
Name(s) and address, including zip code
Date:
----------------------------------
Area Code and Telephone Number
Taxpayer Identification or
Social Security Number
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
