<PAGE> 1
As filed with the Securities and Exchange Commission
on February 3, 1995
Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GREAT LAKES CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-1765035
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE GREAT LAKES BOULEVARD
WEST LAFAYETTE, INDIANA 47906
(Address of Principal Executive Offices) (Zip Code)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of Plan)
JOHN V. LACCI, ESQ., GENERAL COUNSEL
GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BOULEVARD
WEST LAFAYETTE, INDIANA 47906
(Name and Address of Agent for Service)
Telephone Number, including Area Code, of Agent for Service:
317-497-6219
Page 1 of 22
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 2,000,000 $56.50(2) $113,000,000 $38,965.52
Stock of Shares (1)
Great Lakes
Chemical
Corporation
- -----------------------------------------------------------------
</TABLE>
(1) Maximum number of shares of Common Stock of Registrant to be issued
under the Plan. Pursuant to Rule 416, this Registration Statement also covers
such additional shares of Common Stock of Registrant as may become issuable
pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457. (Average of high and low prices per share at which
shares of Common Stock of Registrant were traded on the New York Stock Exchange
on January 31, 1995.)
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information *
* Information required to be set out in the Section 10(a) prospectus
by Part I Form S-8 is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended.
3
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Great Lakes Chemical Corporation ("Registrant") incorporates herein by
reference the following documents filed with the Securities and Exchange
Commission:
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
All reports and other documents filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(referred to in this Registration Statement as the "Exchange Act") subsequent
to the effective date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all
securities remaining unsold, shall upon the filing thereof be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
At the 1993 annual meeting held on May 6, 1993, the shareholders of
Registrant duly adopted the 1993 Employee Stock Compensation Plan (the
"Plan"). A copy of the Plan is attached to this Registration Statement as
Exhibit 4(A).
The authorized capital stock of Registrant consists of 200,000,000
shares of Common Stock, $1.00 par value ("Common Stock"), of which 67,297,420
shares were issued and outstanding at December 31, 1994, and the remaining
shares were unissued or held as treasury stock.
4
<PAGE> 5
On said date, 207,800 shares of Common Stock of Registrant were subject
to outstanding options granted under the Plan, and none had been reserved for
issuance upon exercise of said options.
The following is a brief description of Registrant's Common Stock.
Registrant will, if and as necessary, update this description in an appropriate
Exchange Act filing.
Dividend Rights
Each share of Registrant's Common Stock ranks equally with every other
share of Registrant's Common Stock with respect to dividends and distributions.
Dividends may be declared by the Board of Directors and paid by Registrant at
such times as the Board of Directors may determine, pursuant to the provisions
of the Delaware General Corporation Act.
Voting Rights
Each holder of Registrant's Common Stock is entitled to one vote per
share of such stock held by him of record. Holders of Registrant's Common
Stock do not have cumulative voting rights. Holders of Registrant's Common
Stock are entitled to vote on all matters requiring shareholder approval under
the Delaware General Corporation Act and Registrant's Certificate of
Incorporation and By-Laws, and to elect the members of the Board of Directors.
Directors are divided into three classes, each of which has, as nearly as
possible, the same number of directors. At each annual meeting of the
shareholders, the directors elected to succeed those whose terms have then
expired are designated as being of the same class as the directors they succeed
and (subject to removal) hold office for a three-year term expiring at the third
succeeding annual meeting of the shareholders.
Liquidation Rights
On liquidation, holders of Registrant's Common Stock are entitled to
receive all assets which remain after satisfaction of all obligations of
Registrant. Each share of Registrant's Common Stock ranks equally with every
other share of Registrant's Common Stock with respect to liquidating
distributions.
Preemptive and Other Rights and Obligations
Holders of Registrant's Common Stock are not entitled to preemptive
rights. Holders of Registrant's Common Stock have no conversion rights or
redemption rights and have no liability for further calls or assessments by or
on behalf of Registrant.
Each holder of Registrant's Common Stock outstanding on September 22,
1989, and each holder of Registrant's Common Stock issued thereafter is the
holder of a Stockholder Right ("Right") issued pursuant to a Stockholder Rights
Plan ("Rights Plan")
5
<PAGE> 6
which became effective on September 7, 1989, a summary description of which is
attached to this Registration Statement as Exhibit 4(B).
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of Common Stock of Registrant purchased upon
exercise of options granted under the Plan has been passed upon by Bruce L.
McSpadden, Esq., whose business address is c/o Great Lakes Chemical
Corporation, One Great Lakes Boulevard, IN 47906. Mr. McSpadden, who is A
Assistant General Counsel to Registrant, is the beneficial owner of 72.6
shares of Registrant's Common Stock (held in an IRC Section 401(k) plan) and
holds unexercised options to purchase 4,000 shares granted under Registrant's
1984 and 1993 Employee Stock Option Plans.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify a person against expenses and certain liabilities
incurred by him in connection with any proceeding in which he is involved by
reason of his being or having been a director, officer, employee or agent of
the corporation or its affiliates. Further, Article Ninth of Registrant's
Certificate of Incorporation and Article VII of its By-Laws provide for
indemnification, to the full extent permitted by said Law, of Registrant's
directors and officers. Registrant maintains so-called "D & 0" liability
insurance coverage, insuring it against loss resulting from discharge of such
indemnification obligation, and insuring its directors and officers against
liabilities against which they cannot be indemnified by Registrant (subject to
certain exclusions). Reference is made to Undertaking C, infra, with respect
to indemnification for liabilities arising under the Securities Act of 1933, as
amended, required or permitted to directors, officers or persons controlling
Registrant pursuant to the foregoing provisions.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits.
The Index to the Exhibits attached to this Registration Statement is
incorporated herein by reference.
6
<PAGE> 7
Item 9. Undertakings
A. Undertaking pursuant to Rule 415
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 this 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 to 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 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 relating to the securities offered
therein, and the offering of such securities at that 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. Undertaking relating to Documents Subsequently Filed by Registrant under
the Exchange Act.
7
<PAGE> 8
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Undertaking relating to Indemnification
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act")may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
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 Registrant
of expense incurred or paid by a director, officer or controlling person of
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, 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Tippecanoe County, Indiana, on February 3, 1995.
GREAT LAKES CHEMICAL CORPORATION
By _________________________________
Robert B. McDonald,
President and Chief
Executive Officer
8
<PAGE> 9
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
date set out opposite his or her name:
<TABLE>
<CAPTION>
Signature and Name Capacity Date
- ------------------ -------- ----
<S> <C> <C>
__________________ President, and Chief February 3, 1995
Robert B. McDonald Executive Officer and
Director
__________________ Executive Vice President, February 3, 1995
Robert T. Jeffares Finance, and
Chief Financial Officer
__________________ Comptroller February 3, 1995
Robert J. Smith
</TABLE>
<TABLE>
<S> <C>
William H. Congleton Director
John S. Day Director
Martin M. Hale Director
Leo H. Johnstone Director
Emerson Kampen Director
</TABLE>
The undersigned Richard R. Ferguson hereby executes this Registration
Statement on behalf of each of the five directors of Registrant whose names are
listed above, pursuant to a power of attorney executed by each of said
directors and filed with the Securities and Exchange Commission as a part of
the Registration Statement.
By:___________________ February 3, 1995
Richard R. Ferguson,
Attorney in Fact
9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Title
- ----------- -----
<S> <C>
4(A) Great Lakes Chemical Corporation
1993 Employee Stock Compensation Plan
4(B) Summary Description of Stockholder
Rights Plan
5 Opinion of Bruce L. McSpadden, Esq.
dated January 27, 1995
(with consent)
23(A) Consent of Ernst & Young LLP, Independent Auditors
23(B) Consent of Deloitte & Touche LLP, Independent Auditors
23(C) Consent of Deloitte & Touche LLP, Independent Auditors
24 Directors' Powers of Attorney
</TABLE>
10
<PAGE> 1
EXHIBIT 4(A)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
1. SHARES SUBJECT TO PLAN. 2,000,000 shares of common stock, par value $1.00
per share, shall be reserved for Awards granted under this Plan (the "1993
Plan"). That number does not include 251,900 shares which are reserved for
options granted under the Company's 1984 Employee Stock Option Plan, as last
amended on May 3, 1984 (the "1984 Plan"), and which are not subject to
presently outstanding Options granted under the 1984 and 1975 Plan. If any
Award granted under this 1993 Plan shall terminate or expire without being
fully exercised for any reason prior to the end of the period under which
Awards may be granted, the shares of common stock to which such termination or
expiration relates shall again become available for Awards thereafter granted.
2. EFFECTIVE DATE AND DURATION. This 1993 Plan shall become effective upon
its approval by the holders of a majority of the common stock of the Company
present and voting (in person or by proxy) at the 1993 Annual Meeting of
Stockholders, and shall continue in effect for a period of ten (10) years from
the date of such stockholder approval. Upon expiration of such ten-year period,
no further Awards shall be granted (although unexercised Awards theretofore
granted shall continue in effect).
3. AWARDS. The Board may grant Options, including Incentive Stock Options
meeting the requirements of Section 422(a) of the Code and Non-Qualified
Options, or other stock-based awards, collectively referred to as "Awards".
4. ADMINISTRATION OF THE 1993 PLAN. The Board of Directors (the "Board"),
which may act through its Stock Option Committee, shall administer this 1993
Plan. It may in its sole discretion determine the person or persons to whom
Awards are to be granted and the number of shares to be covered by each such
Award, all within the limitations set forth in this 1993 Plan. It may interpret
the provisions of this 1993 Plan and decide all questions of fact arising out
of its application, and all such interpretations and determinations shall be
conclusive and binding upon the individual employees involved and all
persons claiming under them.
5. PERSONS ELIGIBLE FOR AWARDS. Only executive officers and other key
employees (including those who are also directors) of the Company or any of its
subsidiaries (the "Company") may be granted Awards. For this purpose, the term
"subsidiary" shall mean any corporation in which the Company owns stock having
50% or more of the total combined voting power of all classes of such
corporation's stock. A person is a key employee by virtue of meeting all of the
following standards: (i) such person is employed by the Company, (ii) such
person has managerial, supervisory, professional, scientific, engineering or
similar responsibilities, and (iii) such person is not covered by any
collective bargaining agreement binding on the Company. No
11
<PAGE> 2
EXHIBIT 4(A)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
PAGE 2.........
Award shall be granted to any director of the Company who is not also an
executive officer or key employee of the Company on the date the Award is
granted.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted may be either Incentive
Stock Options as defined in Section 422(a) of the Internal Revenue Code of
1954, as amended (the "Code") (hereinafter referred to as "ISOs") or Options
which are not within the 422(a) definition (hereinafter referred to as
"Non-Qualified Options") (ISOs and Non-Qualified Options are hereinafter
referred to collectively as "Options").
(a) INCENTIVE STOCK OPTIONS. The terms of each ISO granted shall include
those terms which are required by Section 422(a) of the Code, and other such
terms, not inconsistent therewith as the Board may determine.
(b) NON-QUALIFIED OPTIONS. Subject to the minimum option price
specified in paragraph (c), the terms of each Non-Qualified Option granted,
which may be different in each case, shall be determined by the Board.
(c) MINIMUM OPTION PRICE. The option price payable for the shares of
stock subject to each Option granted shall not be less than the fair market
value of the Company's common stock at the time of the grant of that Option.
The fair market value of the Company's stock at the time of the grant of an
Option shall be deemed to be equal to the closing price on the preceding
trading day on the New York Stock Exchange.
7. TERMS AND CONDITIONS OF OTHER STOCK BASED AWARDS. The Committee may grant
other stock-based Awards either alone or in addition to other Awards under the
1993 Plan. The Committee will place such restrictions on such Awards as the
Committee determines to be necessary.
8. TRANSFER LIMITATIONS. No Award granted shall be transferable otherwise
than by will or the laws of descent and distribution, and no Award granted may
be exercised by any person other than the person to whom the Award shall
initially have been granted during the lifetime of such initial Awardee.
9. EXERCISE OF AWARDS. Awards shall be exercised by written notice
to the Company. Option exercise notices must be accompanied by payment in full
of the option price and may be
12
<PAGE> 3
EXHIBIT 4(A)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
PAGE 3.........
exercised in one or more installments. Payment of the option price may be made
as specified in each Award Agreement (as discussed below), in cash, by
exchanging common stock of the Company already owned by the optionee for at
least 6 months prior to the date of exercise, or by delivery of a combination
of cash and common stock. The exchanged shares, plus cash, if any must be equal
to the aggregate option price of the shares acquired upon exercise of the
Option. The value to be used for any exchanged shares shall be the closing
market price of the Company's common stock on the preceding trading day on the
New York Stock Exchange.
(a) MANDATORY WITHHOLDING TAXES. Whenever a Non-Qualified Option is
exercised, the Company may require as a condition of delivery that the
optionee remit an amount sufficient to satisfy all federal, state, and local
withholding tax requirements related thereto. The optionee may elect to pay
the tax by remitting (1) cash, (2) shares of common stock already owned by
the optionee for at least 6 months, (3) withholding a portion of the shares
otherwise deliverable to the optionee upon the exercise, or (4) by any
combination of the above. The value to be used for any shares delivered or
withheld shall be the closing market price the preceding trading day on the
New York Stock Exchange.
(b) DISQUALIFYING DISPOSITIONS OF ISO SHARES. An optionee shall be
required to notify the Company of any disposition of shares issued pursuant to
the exercise of an ISO under the circumstances described in Section 421(b) of
the Code (relating to certain disqualifying dispositions), within ten days of
such disposition.
10. AWARD AGREEMENT. No person shall have any rights unless and until the
Company and the person to whom such Award shall have been granted shall have
executed and delivered an Award Agreement containing provisions setting forth
the terms of the Award.
11. ANTI-DILUTION PROVISION. The number of shares subject to outstanding
Awards, the price for which shares may be purchased upon the exercise of
outstanding Awards, and the number of shares available for future Awards shall
be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other similar
changes in capitalization.
12. AWARDS GRANTED UNDER OPTION PLANS. Options granted under the 1975 and
1984 Plans shall be governed by the provisions of the respective Plans as
amended. Awards granted under this 1993 Plan shall be governed by the
provisions of this 1993 Plan.
13
<PAGE> 4
EXHIBIT 4(A)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
PAGE 4.....................
13. ADDITIONAL PROVISIONS.
A. TERMINATION OF EMPLOYMENT. Any Award shall be exercisable only during
the Awardee's employment by the Company, except that in the Board's discretion
an Award may be exercisable for a period of up to one year after retirement or
death. An Award may be exercised after the termination of an Awardee's
employment with the Company only to the extent that (i) Awardee was entitled to
do so on the date of termination, and (ii) the Award would not have expired had
the optionee continued to be employed by the Company.
B. LISTINGS, REGISTRATION AND COMPLIANCE WITH LAWS AND REGULATIONS.
(i) Each Award shall be subject to the requirement that if at any
time the Board shall determine, in its discretion, that the listing,
registration, or qualification of the shares subject to the Award upon any
securities exchange or under any state or federal securities or other law or
regulation, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to or in connection with the granting of
such Award or the issue or purchase of shares thereunder, no such Award may be
exercised or paid in common stock in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board and the Awardee
will supply the Company with such certificates, representations and information
as the Company shall request and shall otherwise cooperate with the Company in
obtaining such listing, registration, qualification, consent or approval. In
the case of executive officers and other persons subject to Section 16(b) of
the Securities and Exchange Act of 1934, the Board may at any time impose any
limitations upon the exercise of an Award which, in the Board's discretion are
necessary or desirable in order to comply with Section 16(b) and the rules and
regulations thereunder. If the Company, as part of an offering of securities or
otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Award may be exercised, the
Board may, in its discretion and without the Awardee's consent, so reduce such
period on not less than 15 days' written notice to the Awardee.
(ii) Notwithstanding the terms of this paragraph, no Awardee
shall have the right to require the Company to register, list or qualify said
Award or any of the stock underlying such Option.
C. AMENDMENT OF THE 1993 PLAN. Except as provided in the following sentence
and as required by law, the Company's Board shall have complete power and
authority to amend
14
<PAGE> 5
EXHIBIT 4(A)
GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN
PAGE 5.....................
this 1993 Plan at any time and no approval by the Company's stockholders or by
any other person, committee or other entity of any kind shall be required to
make any such amendment effective.
The Board shall not, however, increase the maximum number of shares available
for Awards granted unless such increase shall either be approved by the
Company's stockholders or shall be permitted by part 11. No termination or
amendment may, without the consent of the individual to whom any Award shall
have been granted under the 1993 Plan, adversely affect the rights of such
individual under such Award.
D. CAPTIONS. The captions (i.e., all boldfaced words) are for convenience
only, do not constitute a part of this 1993 Plan, and shall not be deemed to
limit, characterize or affect in any way any provisions of this 1993 Plan, and
all provisions shall be construed as if no captions had been used.
E. SEVERABILITY. Whenever possible, each provision in this 1993 Plan and in
every Award at any time granted under this 1993 Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this 1993 Plan or any Award at any time granted under this 1993
Plan shall be held to be prohibited by or invalid under applicable law, then
(i) such provision shall be deemed amended to accomplish the objectives of the
provision as originally written to the fullest extent permitted by law and (ii)
all other provisions and every Award at any time granted under this 1993 Plan
shall remain in full force and effect.
F. NO STRICT CONSTRUCTION. No rule of strict construction shall be applied
against the Company, the Board, or any other person in the interpretation of
any of the terms of this 1993 Plan, any Award granted under this 1993 Plan or
any rule or procedure established by the Board.
G. APPLICABLE LAW. Every Award at any time granted under this 1993 Plan
shall be deemed to be a contract made under the laws of the State of Indiana.
For all purposes, both this 1993 Plan and every Award granted under this 1993
Plan shall be construed in accordance with and governed by the laws of the
State of Indiana.
15
<PAGE> 1
EXHIBIT 4(B)
GREAT LAKES CHEMICAL CORPORATION
SUMMARY DESCRIPTION OF STOCKHOLDER RIGHTS PLAN
On September 7, 1989, the Board of Directors declared a dividend in the form
of a Right for each outstanding share of Common Stock of the Company. The
Rights were distributed on September 22, 1989, to shareholders of record of the
same date. Each Right entitles the registered holder to purchase from the
Company one Unit, consisting of one-tenth share of Common Stock and one Note in
the principal amount equal to nine-tenths of the current market price of the
Common Stock on the date of exercise, at an exercise price of $370 per Right.
The Rights are evidenced by Common Stock certificates (and not by separate
"Rights Certificates") until the tenth day following the earlier of (i) the
date of public disclosure that a person has acquired, or obtained the right to
acquire, 15% or more of the outstanding Common Stock (the "Stock Acquisition
Date") and (ii) the commencement of a tender offer if, upon consummation of the
offer, such person could acquire beneficial ownership of 15% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"). As soon as practicable following the Distribution Date,
separate Rights Certificates will be mailed to holders of the Common Stock as
of the close of business on the Distribution Date.
If a person acquires beneficial ownership of 15% or more of the Common Stock
and the Company does not thereafter redeem the Rights within the ten day period
following the "Stock Acquisition Date", then the Rights will "flip-in" and
entitle each holder of a Right to purchase that number of shares of Common
Stock having a market value of two times such Purchase Price.
In the event that the Company is acquired in a merger or other business
combination in which the Common Stock does not remain outstanding, the Rights
will "flip-over" and entitle each holder of a Right to purchase that number of
shares of Common Stock of the acquiring company which would have a market value
of two times such Purchase Price.
At any time prior to ten days following the Stock Acquisition Date, the
Company may redeem the Rights at a price of $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder or noteholder of the Company, including the right to vote or
to receive dividends or payments of principal or interest.
At any time prior to ten days following the Stock Acquisition Date, the
Company may, without the approval of any holder of the Rights, amend any
provision of the Rights Agreement.
16
<PAGE> 2
EXHIBIT 4(B)
SUMMARY DESCRIPTION
OF STOCKHOLDER RIGHTS PLAN
PAGE 2....................
Thereafter, the Rights Agreement may be amended only to cure ambiguities that
do not adversely affect the Rights holders. The Rights Agreement may not be
amended to change the Purchase Price, the number of shares of Common Stock,
other securities, cash or other property obtainable upon exercise of a Right,
the redemption price, or the Expiration Date.
The Rights have certain anti-takeover effects which may cause substantial
dilution to a person or group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Company's Board
of Directors prior to the time a person or group has acquired beneficial
ownership of 15% or more of the Common Stock, because until such time the
Rights may be redeemed by the Company.
As a result of the two-for-one stock dividend to holders of record on October
6, 1989, the Purchase Price for the Right will be adjusted to $185 and the
price at which the Rights may be redeemed will be adjusted to $.005 per Right.
17
<PAGE> 1
EXHIBIT 5
OPINION OF BRUCE L. MCSPADDEN, ESQ.
DATED JANUARY 27, 1995
Direct Dial (317) 497-6283
January 31, 1995
Board of Directors
Great Lakes Chemical Corporation
P.O. Box 2200
West Lafayette, IN 47906
Re: Great Lakes Chemical Corporation
1993 Employee Stock Compensation Plan
Registration of Form S-8
Gentlemen:
As Assistant General Counsel of Great Lakes Chemical Corporation ("the
Company"), I have furnished this opinion in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-8 to effect the registration under the Securities Act of 1933, as
amended, of 2,000,000 shares of common stock of the Company (the "Shares of
Common Stock") to be issued upon exercise of options granted or in connection
with other stock compensation awards made under the Company's 1993 Employee
Stock Compensation Plan (the "Plan").
I have reviewed the Plan and the proceedings taken by the Board of Directors
and the shareholders of the Company in connection with the adoption of the Plan
and the proposed issuance of Shares of Common Stock under the Plan. I am
familiar with the Certificate of Incorporation and Bylaws of the Company, in
each case as amended to date, and I have examined, or caused to be examined,
such other records, documents and instruments as in my judgment are necessary
and appropriate to enable me to render the opinion expressed below.
Based on the foregoing, it is my opinion that the Shares of Common Stock to
be issued upon exercise of options granted or in connection with other stock
compensation awards made under the Company's 1993 Employee Stock Compensation
Plan will, upon issuance thereof, be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement of Form S-8 referred to above and to the use of my name
in connection with this opinion in such Registration Statement and in the Plan
documents prepared pursuant to the requirements of Part I of Form S-8.
Sincerely,
Bruce L. McSpadden
Assistant General Counsel
BLM:ndc
18
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-____________) pertaining to Great Lakes Chemical Corporation
1993 Employee Stock Compensation Plan of our report dated January 31, 1994,
with respect to the consolidated financial statements and schedule of Great
Lakes Chemical Corporation incorporated by reference in the Annual Report (Form
10-K) for the year ended December 31, 1993 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Indianapolis, IN
January 30, 1995
19
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Great Lakes Chemical Corporation on Form S-8 of our report dated January 31,
1994 on the financial statements of Arkansas Chemicals, Inc. (not presented
separately therein) appearing in the Annual Report on Form 10-K of Great Lakes
Chemical Corporation for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
February 2, 1995
20
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Great Lakes Chemical Corporation on Form S-8 of our report dated January
26, 1994 on the consolidated financial statements of Huntsman Chemical
Corporation (not presented separately therein) appearing in the Annual Report
on Form 10-K of Great Lakes Chemical Corporation for the year ended December
31, 1993.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
February 2, 1995
21
<PAGE> 1
EXHIBIT 24
GREAT LAKES CHEMICAL CORPORATION
DIRECTORS' POWER OF ATTORNEY
The undersigned DIRECTORS OF GREAT LAKES CHEMICAL CORPORATION (the
"Company") hereby designate and appoint
EMERSON KAMPEN, President, Chief Executive Officer and Chairman of the Board
ROBERT T. JEFFARES, Senior Vice President and Chief Financial Officer
RICHARD R. FERGUSON, Vice President and Treasurer
and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Company and the undersigned, to prepare or cause to be prepared, to execute and
file from time to time with the Securities and Exchange Commission, Washington,
D.C. (the "Commission")
(i) a registration statement or statements on Form S-8 or any other
appropriate form or forms pursuant to the Securities Act of 1933, as amended
(the "Act"), for the purpose of registering shares of Common Stock of the
Company to be issued pursuant to the Company's 1993 Employee Stock
Compensation Plan, and
(ii) any and all amendments, including post-effective amendments, and
exhibits to such annual report and registration statements, and any and all
applications or other documents to be filed with the Commission or elsewhere
pertaining to the securities to which such registration statement(s)
relate(s),
with full power and authority to take or cause to be taken all other actions
which in the judgment of such attorney may be necessary or appropriate to
effect the registration under the Act of the shares of Common Stock of the
Company issued or to be issued under the Plan.
EXECUTED on the dates set forth below.
<TABLE>
<S> <C>
________________________________ ____________________________
Emerson Kampen William H. Congleton
December 8, 1993 December 8, 1993
________________________________ ____________________________
John S. Day Herschel H. Friday
December 8, 1993 December 8, 1993
________________________________ ____________________________
Martin M. Hale Leo H. Johnstone
December 8, 1993 December 8, 1993
</TABLE>
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