UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
CURRENT REPORT ON FORM 10-K
ON
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1997
-----------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from _______________ to _________________
Commission file number 0-2085
------
BetzDearborn Inc.
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1503731
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4636 Somerton Road, Trevose, Pa 19053
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip code)
Registrant's area code and telephone number (215) 355-3300
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which
registered:
Common Stock New York Stock Exchange
-------------- -------------------------
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Registrant's voting common stock (Par value
$.10) held by non-affiliates of Registrant as of February 20, 1998:
$1,858,553,462
The number of shares outstanding of each of the Registrant's classes of
common stock as of February 20, 1998:
29,582,425 Common Shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive proxy statement for use in conjunction
with Registrant's 1998 Annual Meeting of Shareholders are incorporated into Part
III hereof.
1
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PART 1
Item 1 - BUSINESS
General
BetzDearborn Inc. and its subsidiaries ("Registrant") are engaged in the
engineered specialty chemical treatment of water and industrial process systems
operating in a wide variety of industrial and commercial applications with
particular emphasis on the chemical, petroleum refining, paper, food processing,
automotive, steel and power industries. Registrant develops, produces and
markets a wide range of specialty chemical products, and provides the technical
expertise necessary to utilize these products effectively. Chemical treatment
programs are developed for use in boilers, cooling systems, heat exchangers,
paper and petroleum process streams and both influent and effluent systems.
Registrant monitors changing water, process and plant operating conditions so as
to prescribe the appropriate treatment programs to solve problems such as
corrosion, scale, deposit formation and a variety of process problems.
Registrant's worldwide sales of specialty chemicals and the above-related
products during 1997 amounted to $1,294.8 million, as compared to $1,037.0
million in 1996 and $752.5 million in 1995. Estimated sales by industry served
for the years 1997, 1996 and 1995 are (dollars in millions):
1997 1996 1995
--------------- --------------- ---------------
$ % $ % $ %
-------- ----- -------- ----- -------- -----
Hydrocarbon Processing $362.5 28% $324.1 31% $267.9 36%
Pulp and Paper 453.3 35 322.9 31 240.8 32
Middle Market 362.5 28 258.9 25 137.0 18
Other 116.5 9 131.1 13 106.8 14
Consolidated net earnings for 1997 were $86.2 million, as compared to $64.3
million in 1996 and $68.3 million in 1995.
Registrant has twelve (12) production plants in the United States and
nineteen (19) in countries outside the United States. Operations are conducted
primarily in the United States, Canada and Europe, and also in Asia-Pacific and
Latin America. Registrant employs approximately 6,405 people worldwide.
Acquisitions
On June 28, 1996, pursuant to the Grace Dearborn Worldwide Purchase and
Sale Agreement, Registrant acquired the Dearborn business unit ("Dearborn") of
W. R. Grace & Co. - Conn. ("Grace") for $632 million, subject to certain
adjustments. Dearborn was a global supplier of industrial water and process
treatment specialty chemicals with 1995 annual net revenues of $399.1 million,
approximately 75% of which were recorded by operations outside the United
States. This acquisition was financed by a $750 million Credit Agreement
("Credit Agreement")
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among the Registrant and a syndicate of banks. Immediately following the
acquisition, the Registrant changed its name from Betz Laboratories, Inc. to
BetzDearborn Inc.
The Dearborn acquisition combined the second and third largest global
suppliers of engineered programs and advanced specialty chemical treatments for
water, wastewater and process systems operating in a wide variety of industrial,
commercial, and institutional applications. It was accounted for using the
purchase method of accounting and is included in the consolidated statements of
operations since the date of acquisition. The Registrant adopted a November 30
fiscal year end for non-U.S. Dearborn units, except Canada, to align the fiscal
year end with the remainder of the Registrant's operations. Consequently,
Dearborn units, except the U.S. and Canada, reported five months of results of
operations in 1996. The Registrant has completely integrated the former Betz
Laboratories, Inc. ("Betz") and Dearborn, which makes it impractical to
separately report the results of Betz and Dearborn.
In November, 1997, the Registrant acquired all the outstanding common stock
of D. W. Walker & Associates, Inc., d.b.a. Argo Scientific, in exchange for
252,600 of the Registrant's Common Shares. Argo Scientific is a leading supplier
of highly specialized chemical treatments, services and technology for membrane
separation systems, which are used in the production of "pure" water from fresh
water and sea water. It has six locations in the United States and a wholly
owned limited company in the United Kingdom with sales representatives in Europe
and the Middle East. See Note 2 to Consolidated Financial Statements for
additional information.
During December, 1997, the Registrant announced that it signed a letter of
intent to acquire for cash certain assets of Index Industries, a privately held
performance additives company headquartered in Grand Rapids, Michigan. With 1997
estimated annual sales of over $7 million, Index Industries is a producer and
marketer of performance additives for a variety of fuel types serving mid-range
to very small applications throughout the U.S. and is expected to become part of
the Hydrocarbon Process Group. The transaction is anticipated to close in the
first quarter of 1998, subject to due diligence review and other approvals. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations for additional information.
Business Units
BetzDearborn Water Management Group brings to market all of the
Registrant's water and wastewater technology worldwide. This unit provides
specialty water treatment programs for boiler, cooling, influent and effluent
applications to its principal markets such as refining, chemical, paper,
electric utility, food, light industrial, commercial and institutional
establishments. BetzDearborn Water Management Group accounts for approximately
$806.3 million (62%) of Registrant's 1997 worldwide sales as compared to $661.7
million (65%) in 1996 and $466.6 million (62%) in 1995.
The Paper, Hydrocarbon and Metals Process Groups are collectively referred
to as the global business units providing process treatment programs, and
accounted for approximately $488.5 million (38%) of Registrant's 1997 worldwide
sales compared to $375.3 million (35%) in 1996 and $285.9 million (38%) in 1995.
These global business units are responsible for program development, technology
commercialization, sales and marketing
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worldwide. They are supported by regional centers in Asia-Pacific, Europe,
Latin America and North America.
BetzDearborn Paper Process Group serves the global pulp and paper industry.
This unit brings to market custom engineered programs for the process-related
problems associated with paper production. Deposition, corrosion,
microbiological fouling, foam control, de-inking and felt conditioning are other
problems associated with pulp and paper production that are treated by the
BetzDearborn Paper Process Group.
BetzDearborn Hydrocarbon Process Group delivers specific programs for
process streams in the worldwide refining, petrochemical and gas production
industries. These programs are "process-side" treatments as compared to
"water-side" treatments and effectively reduce production inefficiencies in
large industrial plants. The programs are applied in many ways, including
controlling corrosion with effective inhibitors and controlling fouling in heat
exchangers through trace metal deactivation, polymer retardants, foam control,
and oxidation control.
BetzDearborn Metals Process Group serves steel, aluminum and plastic
producers, and the related transportation, machinery, appliances, fabricated
parts and coil industries. Its process-related treatment programs are designed
for cleaning, passivation, conversion coating, paint detackification and storage
of metals and metal parts. The Metals Process Group recently began to serve
European processors and fabricators in the United Kingdom, Italy, France and
Belgium as part of a global expansion that will eventually include all of
Europe.
Technical sales representatives working in each of the Registrant's global
business units assist in the development of engineered programs to meet
customers' needs. Such programs are custom designed to conserve energy, minimize
corrosion and deposits, control microbiological fouling, reduce waste
generation, improve process efficiency or any combination of the above,
depending on the customer's requirements. Technical sales representatives also
train customer operating personnel in the controlling, testing and chemical
feeding required in applying Registrant's treatment programs. Since plant
operating conditions and intake water characteristics do not remain static, the
technical sales representatives make regularly scheduled plant follow-up visits
to monitor the treatment program results and help customer operating personnel.
To ensure treatment effectiveness, Registrant's sales representatives may
draw upon technical support and application management tools such as
computerized condensate modeling programs, Action Alert(R) statistical process
control software or laptop-based Application Atlas(R) account management tools.
Worldwide, Registrant has approximately 2,550 Regional Managers, District
Managers and Technical Sales Representatives selling and servicing its chemical
technologies.
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Non-U.S. Operations
Registrant has significantly expanded its international operations as a
result of the acquisition of Dearborn. Registrant now conducts its non-U.S.
activities through subsidiaries and divisions in thirty-five (35) non-U.S.
locations including North American subsidiaries in Canada and Mexico. In Europe,
Registrant operates subsidiaries and divisions located in Austria, Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland,
Portugal, Spain, Sweden and the United Kingdom. In Latin America, Registrant has
subsidiaries and divisions located in Argentina, Brazil, Chile, Colombia,
Ecuador, Peru, Uruguay and Venezuela. In the Asia-Pacific region, Registrant
conducts activities through subsidiaries and divisions located in Australia,
Hong Kong, India, Indonesia, Korea, Malaysia, Singapore, South Africa, Taiwan
and Thailand.
As a result of the acquisition of Dearborn, the Registrant's exposure to
risk relating to impacts of foreign economies and currency fluctuations has
increased. The Registrant acknowledges the present economic uncertainty in the
Asia-Pacific region of the world and is taking a number of steps to manage the
risks present in this region. The Registrant's operations in that region
presently account for approximately six percent of consolidated net sales and
consolidated total assets. See Management's Discussion and Analysis of "Results
of Operations - 1997 vs. 1996" for a more complete discussion of this issue. The
Registrant conducts business in Latin America which is also subject to certain
levels of economic uncertainty. The Registrant's operations in Latin America
presently account for approximately eight percent of consolidated net sales and
consolidated total assets. In addition to Management's Discussion and Analysis,
see Notes 1, 2, 3 and 4 to the Consolidated Financial Statements for additional
information.
The range of products sold by Registrant to customers located outside of
the United States is substantially similar to those sold in the United States.
Products and services sold to non-U.S. markets during 1997 accounted for $583.6
million or 45.1% of Registrant's consolidated net sales, as compared to $395.9
million (38.2%) in 1996 and $196.6 million (26.1%) in 1995. Direct export sales
of $14.2 million (1.1%), $11.2 million (1.1%) and $10.8 million (1.4%) for 1997,
1996 and 1995, respectively, are not included in non-U.S. net sales. The
operating earnings of Registrant's non-U.S. subsidiaries in 1997 were $69.6
million or 5.4% of Registrant's consolidated net sales as compared to $35.3
million (3.4%) in 1996 and $31.4 million (4.2%) in 1995.
Approximately $706.9 million or 49.3% of Registrant's identifiable assets
are attributable to its U.S. operations, and $726.7 million or 50.7% are
attributable to its non-U.S. operations.
Production and Distribution
The Registrant's self-manufactured products are produced in common
production plants referred to under Item 2 ("Properties"). The particular plant
from which a customer's needs are filled is generally determined on the basis of
economy of freight. Most shipments to customers are made by common carriers and
Registrant-owned vehicles.
5
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The Registrant integrated the Dearborn delivery services into its own as a
result of the Dearborn acquisition. Registrant now delivers its products to its
customers worldwide under the ChemSure(TM) Drumless Delivery Services. Under the
ChemSure Drumless Delivery Services, formulated products are delivered directly
to the customer by one of four systems.
The ChemSure(TM) Bulk Delivery Service delivers Registrant's products to
customers who require delivery of products in bulk shipment.
The ChemSure(TM) Custom-Bulk Delivery Service delivers Registrant's
products to customers in custom-built vehicles owned by Registrant to tanks
owned by Registrant or the customer at the customer's site. This delivery
service reduces the storage and handling costs of Registrant's customers.
Registrant's ChemSure(TM) Semi-Bulk Delivery Service involves the delivery
of Registrant's products to customer locations in stackable, returnable,
reusable 300 and 400 gallon containers. The ChemSure(TM) Semi-Bulk Delivery
Service offers greater convenience to those of Registrant's customers whose
volume demand or other considerations make unavailable the ChemSure(TM)
Custom-Bulk Delivery Service, but who desire delivery in other than drums.
Lastly, Registrant operates the ChemSure(TM) Mini-Bulk Delivery Service to
some of its customers with smaller quantity requirements. All four of the above
distribution systems eliminate the need for the handling, storage and cleaning
of chemical drums.
As most of Registrant's chemical products are shipped to customers within
one week of the receipt of specific purchase orders, Registrant has no
significant backlog of orders.
Raw Materials
Most of the chemicals used by the Registrant as raw materials are standard
commercial products available from two or more sources. Some of these chemicals
are produced by Registrant. Registrant's inventories of raw materials vary
according to the availability of and need for such raw materials. Management
believes that the loss of any single source of supply would not have a
materially adverse effect on its business.
The Registrant cannot presently estimate the effect which energy problems,
inflation or recession and resulting economic uncertainties may have upon its
customers, upon such customers' possible future purchases of Registrant's
products, upon future prices of raw materials purchased by Registrant or upon
future selling prices of Registrant's products and services.
6
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Research and Development - Patents, Trademarks and Licenses
For many years the Registrant has pursued a research and development
program which has resulted in the improvement of existing products and the
development of new products. Although Registrant does not segregate such
research and development expenditures from total laboratory and engineering
costs, it estimates that expenditures for research and development during 1997
amounted to approximately $38.8 million as compared with approximately $35.7
million during 1996 and $32.2 million during 1995. All of these activities were
sponsored and paid for by the Registrant. Such activities were carried out in
1997 and 1996 by approximately 650 professional and technical employees as
compared with approximately 496 professional and technical employees in 1995.
As a result of its research efforts, Registrant has produced numerous
chemicals, chemical formulations and equipment for which it has secured letters
patent and others for which Registrant is presently seeking letters patent.
Registrant also has registered various of its trademarks. As a result of the
Dearborn Acquisition, Registrant acquired additional patents, trademarks, and
trade names having an appraised value of $82.6 million. Patents are amortized on
a straight-line basis over 13 to 15 years, and unlimited-life trademarks and
trade names are amortized over 40 years. Registrant also has certain licensing
agreements with third parties whereby Registrant has authorized others to make
use of and/or sell Registrant's products or whereby Registrant has obtained such
authorization with respect to the products of others. Revenues derived from such
licensing agreements are not material.
Under United States law each letter patent is effective for 17 years from
the date of grant. Generally, trademark registrations are valid so long as the
trademarks registered are used and renewal of the registration is timely made.
Registrant's rights under its licensing agreements expire at various times in
accordance with the respective terms of such agreements. Because of the highly
competitive nature of the specialty chemical industry and the uniqueness of
Registrant's technology in the industry, Registrant considers its rights under
its patents, trademarks, and licensing agreements to be valuable assets.
However, there is no single patent, trademark or trade name that is material to
the Company's current or future operating results.
Competition
Although the acquisition of Dearborn and other acquisitions in the industry
have reduced the number of competitors, Registrant's business remains highly
competitive. Competition is provided by companies ranging in size from large
multinational companies to small local manufacturers. Although direct
comparisons to competitors' sales and earnings in the Registrant's business are
not always possible, Registrant believes it is one of the largest worldwide
suppliers of specialty water treatment and industrial process system programs.
Registrant believes that it competes effectively with its principal
competitors both as to services and price. From time to time, Registrant
institutes price increases to cover increased costs; however, such increases do
not affect its ability to compete effectively. Registrant believes that its 1997
experience with respect to increased costs were similar to that of its
competitors.
7
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Environmental Legislation
Registrant believes that it is in compliance in all material respects with
all applicable Federal, state, local and foreign environmental laws and
regulations. In those instances where the Registrant has taken affirmative
action to ensure compliance with applicable laws or regulations, such actions
have had no material effect on the earnings or competitive position of
Registrant.
Federal, state, local and foreign pollution and waste control legislation
governing the disposal of industrial and hazardous wastes confer broad powers on
the administrative personnel charged with their enforcement. The interpretation
and enforcement of such laws govern the amount and manner of disposal of many of
the chemicals used by industry, including some chemical products presently sold
by Registrant and its competitors. It is possible that some of such products
will no longer be able to be used unless the industrial users install their own
waste treatment plants or otherwise provide for disposition of their wastes.
These laws also impose heavy fines against manufacturers of chemicals or
carriers of chemicals or both if, as a result of an accident, even if beyond the
control of the manufacturer or carrier, those chemicals spill into a river, lake
or other water. Such manufacturers may also be ultimately responsible for the
cost of cleaning up any such spill.
While Registrant does not anticipate that it will incur substantial costs
in complying with existing environmental legislation, Registrant is unable to
predict the effect of existing or future Federal, state or local environmental
legislation or regulation on the Registrant's U.S. or non-U.S. business. (See
Item 3 - Pending Legal Proceedings.)
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BETZDEARBORN INC.
By: /s/ George L. James III Date: March 30, 1998
------------------------------------- --------------
George L. James III
Senior Vice President and
Chief Financial Officer
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