<PAGE> 1
FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-6450
__________________
GREAT LAKES SAVINGS PLAN
Great Lakes Chemical Corporation
One Great Lakes Boulevard
P. O. Box 2200
West Lafayette, Indiana 47906
(Address of principal executive offices)
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ANNUAL REPORT ON FORM 11-K
ITEM (a)
FINANCIAL STATEMENTS
December 31, 1993
GREAT LAKES SAVINGS PLAN
WEST LAFAYETTE, INDIANA
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Form 11-K--ITEM (a)
GREAT LAKES SAVINGS PLAN
FINANCIAL STATEMENTS
The following financial statements and schedules of the Plan are submitted
herewith:
Statements of Net Assets Available for Benefits December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Benefits--Years
Ended December 31, 1993 and 1992
Notes to Financial Statements
ERISA Schedules
Schedules--Schedules I, II and III for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission have
been omitted for the reason that they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto.
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Great Lakes Savings Plan
Financial Statements
and Schedules
Years ended December 31, 1993 and 1992
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Benefits . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 6
Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . 9
Transactions or Series of Transactions in Excess of 5 Percent of the
Current
Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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ERNST & YOUNG One Indiana Square Phone: 317 681 7000
Suite 3400 Fax: 317 681 7216
Indianapolis, Indiana 46204-2094
Report of Independent Auditors
Plan Administrator
Great Lakes Savings Plan
We have audited the accompanying statements of net assets available for
benefits of Great Lakes Savings Plan (the Plan) as of December 31, 1993 and
1992, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1993, and transactions or series of
transactions in excess of 5 percent of the current value of plan assets for the
year then ended, are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the 1993
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1993 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
Ernst & Young
May 17, 1994
1
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Great Lakes Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------------------------------------------------------
LOAN
FUND A FUND B FUND C FUND D FUND E FUND FUND G
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Great Lakes Chemical Corporation common
stock $ 20,316,907 $ -- $ -- $ -- $ -- $ -- $ --
Guaranteed investment contracts -- 6,265,176 -- -- -- -- --
Vanguard Fiduciary Trust Company
shares of registered investment
companies -- -- 2,659,840 7,905,392 1,256,228 -- 769,378
Participants' loans receivable -- -- -- -- -- 1,818,246 --
Contributions receivable:
Employee 156,492 61,780 24,790 70,450 13,966 -- 13,716
Employer 112,012 46,856 17,998 50,231 10,466 -- 8,712
-----------------------------------------------------------------------------------------
Net assets available for benefits $ 20,585,411 $6,373,812 $2,702,628 $8,026,073 $1,280,660 $1,818,246 $ 791,806
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
2
<PAGE> 7
Great Lakes Savings Plan
Statements of Net Assets Available for Benefits (continued)
<TABLE>
<CAPTION>
DECEMBER 31, 1992
------------------------------------------------------------------------------------------
LOAN
FUND A FUND B FUND C FUND D FUND E FUND FUND G
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Great Lakes Chemical Corporation common
stock $ 18,971,195 $ -- $ -- $ -- $ -- $ -- $ --
Guaranteed investment contracts -- 5,581,803 -- -- -- -- --
Vanguard Fiduciary Trust Company
shares of registered investment
companies -- -- 1,895,448 5,349,480 863,905 -- 359,160
Participants' loans receivable -- -- -- -- -- 1,719,631 --
Contributions receivable:
Employee 133,344 62,016 22,084 54,226 11,207 -- 8,324
Employer 9,459 4,612 1,668 3,870 802 -- 518
------------------------------------------------------------------------------------------
Net assets available for benefits $ 19,113,998 $ 5,648,431 $ 1,919,200 $ 5,407,576 $ 875,914 $ 1,719,631 $ 368,002
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
3
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Great Lakes Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
-------------------------------------------------------------------------------------------
LOAN
FUND A FUND B FUND C FUND D FUND E FUND FUND G
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee voluntary contributions $ 1,676,004 $ 731,939 $ 271,362 $ 707,224 $ 149,961 $ -- $ 126,177
Employer contributions 310,966 139,693 53,824 132,529 28,899 -- 21,362
Investment income:
Dividends 102,965 -- -- 642,878 131,836 -- 16,097
Interest -- 333,160 73,036 -- -- -- --
Interest on participant loans
outstanding -- -- -- -- -- 132,198 --
Net realized and unrealized
appreciation in current value of
investments 1,620,518 -- -- 460,661 23,504 -- 30,593
Employee rollovers 209,840 13,103 113,241 239,956 15,328 2,952 74,702
-------------------------------------------------------------------------------------------
3,920,293 1,217,895 511,463 2,183,248 349,528 135,150 268,931
Deductions:
Participant withdrawals and
distributions (790,128) (187,146) (524,270) (413,406) (55,842) (66,282) (20,430)
Net transfers from (to) other fund
including loan borrowings and
repayments (1,658,752) (304,368) 797,155 849,635 111,160 29,747 175,423
Administrative fees -- (1,000) (920) (980) (100) -- (120)
-------------------------------------------------------------------------------------------
Net increase 1,471,413 725,381 783,428 2,618,497 404,746 98,615 423,804
Net assets available for benefits at
beginning of the year 19,113,998 5,648,431 1,919,200 5,407,576 875,914 1,719,631 368,002
-------------------------------------------------------------------------------------------
Net assets available for benefits at
end of the year $20,585,411 $6,373,812 $2,702,628 $8,026,073 $1,280,660 $1,818,246 $ 791,806
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
4
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Great Lakes Savings Plan
Statements of Changes in Net Assets Available for Benefits (continued)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
-------------------------------------------------------------------------------------------
LOAN
FUND A FUND B FUND C FUND D FUND E FUND FUND G
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee voluntary contributions $ 1,481,821 $ 790,695 $ 290,668 $ 683,185 $ 138,133 $ -- $ 75,048
Employer contributions 104,712 58,566 21,701 48,092 9,989 -- 4,451
Investment income:
Dividends 89,157 -- -- 336,701 17,561 -- --
Interest -- 337,454 87,231 -- -- -- 8,737
Interest on participant loans
outstanding -- -- -- -- -- 106,827 --
Net realized and unrealized
appreciation in current value of
investments 3,343,005 62 -- 402,356 76,478 -- 16,306
Employee rollovers 128,434 1,241 341 41,060 12,922 -- 12,988
-------------------------------------------------------------------------------------------
5,147,129 1,188,018 399,941 1,511,394 255,083 106,827 117,530
Deductions:
Participant withdrawals and
distributions (672,494) (191,171) (196,129) (126,451) (26,187) (24,124) (1,835)
Net transfers from (to) other fund
including loan borrowings and
repayments 1,842,077 (540,148) (1,656,161) (526,859) 62,074 566,710 252,307
-------------------------------------------------------------------------------------------
Net increase (decrease) 6,316,712 456,699 (1,452,349) 858,084 290,970 649,413 368,002
Net assets available for benefits at
beginning of year 12,797,286 5,191,732 3,371,549 4,549,492 584,944 1,070,218 --
-------------------------------------------------------------------------------------------
Net assets available for benefits at
end of year $ 19,113,998 $5,648,431 $1,919,200 $5,407,576 $ 875,914 $1,719,631 $ 368,002
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
5
<PAGE> 10
Great Lakes Savings Plan
Notes to Financial Statements
December 31, 1993
1. SUMMARY OF ACCOUNTING POLICIES
INVESTMENTS
Common stock and shares in registered investment companies are carried at
aggregate current value with the difference between cost and current value
reflected in the statements of income and changes in participants' equity as
unrealized appreciation or depreciation of investments. Market value of common
stock is based upon the last sales price as reported by the New York Stock
Exchange on the last business day of the year. Market values of shares in
registered investment companies are based on the quoted net asset value
(redemption value) of the respective investment company at year end. The
guaranteed investment contracts are carried at cost which approximates current
value. The number of units of Great Lakes Chemical Corporation Common Stock
held by the Plan has not been adjusted to reflect the 2-for-1 stock split
effected during 1989 and 1992.
INVESTMENT INCOME
Dividends are recorded as income on the dividend record date. Realized gains or
losses on investment securities sold are determined using the average
historical cost method.
INCOME TAX STATUS
The Internal Revenue Service has ruled that the plan qualifies as defined by
Sections 401(a) and 401(k) of the Internal Revenue Code (IRC) and is,
therefore, not subject to taxes using present income tax laws. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification. The Administration Committee of the Company, which is appointed
by the Board of Directors of the Company to administer the Plan, is not aware
of any course of action or series of events that have occurred that might
adversely affect the Plan's qualified status.
2. DESCRIPTION OF THE PLAN
Great Lakes Chemical Corporation (the Company) adopted the Great Lakes Savings
Plan (the Plan), a Section 401(k) plan, effective May 1, 1985. All employees
who have been employed for one or more years by the Company or its
participating subsidiaries or been credited with at least 1,000 hours of
service at the end of the twelve months following employment may participate in
the plan. Participation is voluntary.
6
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Great Lakes Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Voluntary employee contributions to the Plan are made through periodic payroll
deductions at the rate of 1% to 15% of the participants' eligible earnings.
The Company contributes an amount equal to 25% of the participants' basic
contribution, limited to the first 2% of the participants' eligible earnings.
Additionally, the Company will contribute an amount equal to 25% of the next 2%
of the participants' eligible earnings should the Company's after-tax profits
for the plan year exceed 130% of the average after-tax profits of the two
preceding years.
Participants may designate that their contributions and the Company's matching
contributions be made to any of six funds: Fund A (a Great Lakes Chemical
Corporation common stock fund), Fund B (guaranteed investment contracts) and
Funds C, D, E and G (shares of Vanguard Fiduciary Trust Company registered
investment companies). Fund G was established in 1992. At December 31, 1993
there were 1,259, 676, 378, 630, 241, and 129 participants in Funds A, B, C, D,
E and G, respectively, and at December 31, 1992 there were 1,161, 1,192, 350,
548, 199, and 65 participants in Funds A, B, C, D, E, and G, respectively.
At December 31, 1993, Fund B consists of one guaranteed investment contract,
GIC - Variable, which has 676 participants. At December 31, 1992, Fund B
consisted of two guaranteed investment contracts - GIC 2-90, which had 503
participants and GIC-variable which had 689 participants.
A participant in the Plan may request a partial withdrawal of the amounts held
in the participant account (which reflects all vested contributions to the
Plan) at any time and will be paid the current value of the account as a result
of a financial hardship. However, the withdrawal must be necessary to meet an
immediate and heavy financial need of the participant and must not exceed the
value of the participant account or the amount required to meet the need
created by the financial hardship. Participants who have attained the age of
59 1/2 may at any time make withdrawals from the participant account. Such
withdrawals must not exceed the balance of the participant account. A
participant may also borrow against the total vested balance in his account at
a minimum of $1,000 and a maximum up to 50% of the account balance, not to
exceed $50,000. A participant is allowed one loan at a time with the interest
rate being one percent above the prime lending rate on the first day of the
month in which the loan was made. Loans are repaid through payroll deductions
over no more than 5 years (15 years if the loan was made for the purchase of a
primary residence). The employers' matching contributions are not available for
participant loans.
7
<PAGE> 12
Great Lakes Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
A participant who terminates employment is able to receive the full value of
his participant account. Participants with 6 or more years of service following
the Plan year for which the contribution was made are 100% vested in the
Company's matching contributions. Participants with less than two years, at
least two, three, four or five years of service following the Plan year for
which the contribution was made are zero, 20%, 40%, 60% or 80% vested,
respectively. Upon complete withdrawal by a participant, the nonvested portion
of the employers' contribution will be forfeited and applied to reduce the
employer's future contributions.
The Company has the right to terminate the Plan. In the event the Plan is
terminated, each participant's account shall be nonforfeitable with respect to
both the participants' and the vested portion of the Company's contributions,
and the net assets are to be set aside for the payment of withdrawals to the
participants.
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's net assets were as follows:
<TABLE>
<CAPTION>
1993 1992
------------------------------
<S> <C> <C>
Great Lakes Chemical Stock Fund (Fund A) $ 20,316,907 $ 18,971,195
Windsor Fund (Fund D) 7,905,392 5,349,480
VMMR-Prime Portfolio (Fund C) 2,659,840 1,895,448
Guaranteed Investment Contracts (Fund B) 6,265,176 5,581,803
</TABLE>
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 1993 and 1992, the Plan received $102,965 and $89,157, respectively, in
common stock dividends from the Company. Fees paid for legal, accounting and
other services rendered by parties-in-interest were paid by the Company.
5. SUBSEQUENT EVENTS
Effective January 1, 1994, the Pentech/QO Profit Sharing and Employee Savings
Plan for Salaried Employees was merged into the Plan. In connection therewith,
assets amounting to approximately $17,800,000 were transferred into the Plan
subsequent to year end.
As of May 17, 1994, there has been a temporary decline of approximately
$7,000,000 in the value of the Company's common stock held in the Fund A.
8
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Great Lakes Savings Plan
Assets Held for Investment
Year ended December 31, 1993
<TABLE>
<CAPTION>
Item 27(a)
(b) (c) (d) (e)
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE OF CURRENT
LESSOR OR SIMILAR PARTY INTEREST, PAR OR MATURITY VALUE COST VALUE
- - - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock:
Great Lakes Chemical Corporation * 66,527 units of common stock $ 9,959,571 $ 20,316,907
Guaranteed Investment Contracts with
Insurance Company 6,265,176 units 6,265,176 6,265,176
Registered Investment Companies:
Vanguard Money Market Fund * 2,659,840 units 2,659,840 2,659,840
Vanguard Windsor Fund * 568,324 units 7,473,575 7,905,392
Vanguard Explorer Fund * 27,848 units 1,058,481 1,256,228
Vanquard 500 Portfolio * 17,554 units 732,812 769,378
</TABLE>
* Indicates party-in-interest to the Plan.
9
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Great Lakes Savings Plan
Transactions or Series of Transactions in Excess of 5 Percent
of the Current Value of Plan Assets
Year ended December 31, 1993
<TABLE>
<CAPTION>
Item 27(d)
(A) (B) (C) (D) (G) (H) (I)
CURRENT VALUE OF
PURCHASE SELLING COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED FUND DESCRIPTION OF ASSET PRICE PRICE ASSET TRANSACTION DATE (LOSS)
- - - ----------------------------------------------------------------------------------------------------------------------------------
Category (iii) - A series of transactions in excess of 5% of plan assets:
- - - -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Trust
Company A Great Lakes Chemical
Corporation Common
Stock Fund - 88
transactions $ 5,330,166 $ -- $ 5,330,166 $ 5,330,166 $ --
Vanguard Fiduciary Trust
Company A Great Lakes Chemcial
Corporation Common
Stock Fund -
119 transactions -- 5,604,933 5,233,086 5,604,933 371,847
Vanguard Fiduciary Trust
Company B Vanguard Fiduciary
Trust Company
(Sponsor) -
Guaranteed
Investment
Contracts -
120 transactions 3,486,219 -- 3,486,219 3,486,219 --
Vanguard Fiduciary Trust
Company B Vanguard Fiduciary
Trust Company
(Sponsor) -
Guaranteed
Investment
Contracts -
98 transactions -- 2,802,846 2,802,846 2,802,846 --
Vanguard Fiduciary Trust
Company C Vanguard Fiduciary
Trust Company
(Sponsor) - Market
Trust Prime
Portfolio -
111 transactions 2,805,002 -- 2,805,002 2,805,002 --
Vanguard Fiduciary Trust
Company D Vanguard Fiduciary
Trust Company
(Sponsor) -
Windson Fund -
76 transactions 3,347,489 -- 3,347,489 3,347,489 --
</TABLE>
Category:
(i) Single transactions in excess of 5% of plan assets
(ii) Series of transactions other than securities transactions
(iii) Series of securities transactions
(iv) Transactions with or in conjunction wtih a person if any single
transaction with that person was in excess of 5%
Notes: There were no category (i), (ii) or (iv) reportable transactions
during 1993. Information concerning "Lease Rental" and "Expenses
Incurred with Transactions" have not been presented as they are not
applicable.
10
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Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement Number
33-02075 on Form S-8 dated December 11, 1985, of our report dated May 17, 1994,
with respect to the financial statements and schedules included in this Annual
Report on Form 11-K of Great Lakes Savings Plan for the year ended December 31,
1993.
ERNST & YOUNG
May 17, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
GREAT LAKES CHEMICAL CORPORATION
GREAT LAKES SAVINGS PLAN
Richard R. Ferguson
Treasurer and Corporate Secretary
