<PAGE> 1
As filed with the Securities and Exchange Commission
on January 30, 1996
Registration No. 33-_______
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 TIN 95-17650351
(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
SUPPLEMENTAL SAVINGS 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:
317-497-6100
<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 13,974 (2) $1,000,000.00 (3) $200.00
Stock Shares (1)
of Great Lakes
Chemical
Corporation
Participating
Interests in
the Plan (4)
</TABLE>
_____________________________________
(1) The estimated maximum number of shares of common stock of Registrant
(valued at $71.5625/share, the average of the high and low prices per share at
which shares of Common Stock of Registrant were traded on the New York Stock
Exchange on January 25, 1996) which could be purchased under the Plan with the
estimated $1,000,000 maximum aggregate employee contributions to the Plan for
the period January 30, 1996 through January 29, 1997.
(2) Indeterminate. Shares are not used for accounting purposes under the
Plan.
(3) Estimated maximum employee contributions for the period January 30,
1996 through January 29, 1997.
(4) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered under the Plan.
- 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, 1994.
(b) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995,
respectively.
All reports and other documents filed by Registrant pursuant to
Section Section 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")
subsequently 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.
Not applicable.
- 4 -
<PAGE> 5
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 it 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 per-mitted 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.
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,
- 5 -
<PAGE> 6
represent a fundamental change in the information set forth in
this registration statement;
(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 Securities Exchange Act of 1934
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 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
- 6 -
<PAGE> 7
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 con-trolling 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, as amended, 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
January 29, 1996.
GREAT LAKES CHEMICAL CORPORATION
By Robert B. McDonald
---------------------------
Robert B. McDonald,
President and Chief
Executive Officer
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<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date set out below:
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C> <C>
Robert B. McDonald President, and Chief )
Executive Officer and )
Director )
)
Robert T. Jeffares Vice President, Finance )
and Chief Financial )
Officer )
)
Robert J. Smith Corporate Controller )
)
William H. Congleton Director ) January 29, 1996
)
John S. Day Director )
)
Thomas M. Fulton Director )
)
Martin M. Hale Director )
)
Louis E. Lataif Director )
)
Richard H. Leet Director )
</TABLE>
The undersigned Steven D. Mead hereby executes this Regis-tration
Statement on behalf of each of the officers and directors of Registrant whose
names are listed above, pursuant to a power of attorney executed by each of
said officers and directors and filed with the Securities and Exchange
Commission.
By: Steven D. Mead January 29, 1996
---------------------
Steven D. Mead
Attorney in Fact
- 8 -
<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Tippecanoe County,
Indiana, on January 29, 1996.
John S. Day Director and member of )
Compensation and )
Incentive Committee )
Louis E. Lataif Director and member of )
Compensation and )
Incentive Committee )
Richard H. Leet Director and member of )
Compensation and )
Incentive Committee )
The undersigned Steven D. Mead hereby executes this Registration Statement
on behalf of each of the persons whose names are listed above, who are
directors of Registrant and members of the Compensation and Incentive Committee
which administers the Plan, pursuant to a power of attorney executed by each of
said directors and filed with the Securities and Exchange Commission.
By: Steven D. Mead January 29, 1996
-----------------------
Steven D. Mead
Attorney in Fact
- 9 -
<PAGE> 10
INDEX TO EXHIBITS
Exhibit No. Title
- ----------- -----
4 Great Lakes Chemical Corporation
Supplemental Savings Plan
23 Consent of Ernst & Young LLP, Independent
Auditors
Officers' and Directors' Power of Attorney
Compensation and Incentive Committee
Power of Attorney
Certified copy of Corporate Resolution
- 10 -
<PAGE> 1
EXHIBIT 4
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL SAVINGS PLAN
(Effective January 1, 1995)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Establishment and Purpose . . . . . . . . . . . . 1
1.2 Applicability . . . . . . . . . . . . . . . . . . 1
1.3 Definitions . . . . . . . . . . . . . . . . . . . 1
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Eligibility and Participation . . . . . . . . . . 2
2.2 Duration . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Deferral Election . . . . . . . . . . . . . . . . 3
3.2 Matching Contribution . . . . . . . . . . . . . . 3
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Participant's Accounts . . . . . . . . . . . . . . . . . . . . . 5
4.1 Participants' Accounts . . . . . . . . . . . . . 5
4.2 Interest on Accounts . . . . . . . . . . . . . . 5
4.3 Valuation of Accounts . . . . . . . . . . . . . . 6
4.4 Quarterly Reports . . . . . . . . . . . . . . . . 6
4.5 Investment Funds . . . . . . . . . . . . . . . . 6
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Payment of Deferred Compensation. . . . . . . . . . . . . . . . . 8
5.1 Payments Upon Retirement. . . . . . . . . . . . . . 8
5.2 Payment Upon Disability . . . . . . . . . . . . . . 8
5.3 Payments Upon Death . . . . . . . . . . . . . . . . 9
5.4 Payments Upon Financial Emergency . . . . . . . . . 9
5.5 Small Payment . . . . . . . . . . . . . . . . . . . 9
5.6 Beneficiaries . . . . . . . . . . . . . . . . . . . 9
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1 Funding. . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Amendment, Administration . . . . . . . . . . . . . . . . . . . . 12
7.1 Amendment and Termination. . . . . . . . . . . . . 12
7.2 Administration . . . . . . . . . . . . . . . . . . 12
7.3 Deduction of Taxes from Amounts Payable. . . . . . 12
7.4 Indemnification . . . . . . . . . . . . . . . . . 12
7.5 Expenses . . . . . . . . . . . . . . . . . . . . . 12
7.6 Claims . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.1 Interests not Transferable . . . . . . . . . . . . . . 13
8.2 Contract of Employment . . . . . . . . . . . . . . . . 13
8.3 Headings . . . . . . . . . . . . . . . . . . . . . . . 13
8.4 Invalidity . . . . . . . . . . . . . . . . . . . . . . 13
8.5 Law Governing . . . . . . . . . . . . . . . . . . . . . 13
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 4
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL SAVINGS PLAN
(EFFECTIVE JANUARY 1, 1995)
ARTICLE I
Establishment
1.1 Establishment and Purpose. Great Lakes Chemical Corporation (the
"Company") hereby adopts the Great Lakes Chemical Corporation
Supplemental Savings Plan (the "Plan"), effective January 1, 1995 (the
"Effective Date"). The purpose of the Plan is to provide each
Participant in the Plan with the benefits the Participant would have
received under the Great Lakes Savings Plan, as amended, ("Savings
Plan") except for the limitations on compensation and benefits imposed
by various sections of the Internal Revenue Code of 1986, as amended,
("Code") or any successor thereto. The Plan works in conjunction with
the Savings Plan to provide the Participants with the same benefits as
a percentage of compensation that are available under the Savings Plan
to those employees not affected by the Code Limitations. The Company
and any entity which, with the approval of the Board of Directors of
the Company, adopts the Plan shall be referred to hereinafter as
"Employer." The Plan is intended to benefit a select group of
management or highly compensated employees of the Employer.
1.2 Applicability. The provisions of the Plan shall apply only to a person
who terminates employment with an Employer on or after the Effective
Date and shall not apply to any person not in the active employment of
an Employer on or after the Effective Date.
1.3 Definitions. Capitalized terms herein shall have the same meaning as
the Savings Plan except as defined herein.
1
<PAGE> 5
ARTICLE II
Participation
2.1 Eligibility and Participation. Each person, who is (i) a Participant
in the Savings Plan and whose right to contribute to or receive an
allocation under the Savings Plan is reduced by the limitation on
compensation imposed by Section 401(a)(17) of the Code, by the
limitations on benefits imposed by Section 415(c) of the Code, by the
limitations on pre-tax deferrals imposed by Section 401(k) of the Code
and Section 402(g) of the Code, and by the limitations on matching
contributions and after-tax contributions under Section 401(m) of the
Code (such limitations are collectively referred to as the "Code
Limitations"); and (ii) has been named by the Board of Directors of
the Company as an eligible employee by having his or her name set
forth in Appendix A to the Plan, shall become a Participant; provided,
however, no person shall become a Participant prior to the date of
execution of the Plan. (Each person who becomes a Participant shall be
referred to hereinafter as a "Participant.") The Employer shall
establish for each Participant a Deferred Compensation Account.
2.2 Duration. Any person who became a Participant shall continue to be a
Participant as long as he is entitled to benefits hereunder.
2
<PAGE> 6
ARTICLE III
Contributions
3.1 Deferral Election.
(a) Each Participant shall be entitled to make an annual advance
written election to defer receipt of up to 15% of the
Compensation otherwise payable to him by the Employer. Such
Deferral Amount shall be expressed as a percentage of
Compensation. The written election must be received not
later than December 15, 1994 to be effective for the
first calendar quarter of 1995. A Deferral Election once
made shall remain in effect from calendar quarter to calendar
quarter and from calendar year to calendar year until changed
by the Participant. An election once made or deemed made for
a calendar quarter shall not be revocable. A Participant
may change and a new Participant may make his election for
any future calendar quarter and following calendar quarters
by giving advance written notice to the Committee not less
than 30 days prior to the start of the calendar quarter for
which the change is to be effective.
(b) A Participant may elect to discontinue deferrals at anytime
upon reasonable notice to the Committee.
(c) A Deferral Amount Election under this Section 3.1 shall be
made in conjunction with the Participant's pre-tax election
under the Savings Plan, and the Employer shall deposit into
the Savings Plan such amount of the Participant's Deferral
Amount as is consistent with the provisions of the Savings
Plan and with such administrative procedures of the Employer
as it may implement from time to time to insure compliance
with the requirements of the Savings Plan and the Code
Limitations.
(d) In the event any amounts under the Savings Plan must be
distributed from the Savings Plan to the Participant, such
amounts will not be credited to the Participant's Deferred
Compensation Account in the Plan unless such amount will not
be treated as taxable income to the Participant.
3.2 Matching Contribution. The Employer shall make a deemed contribution
to a Participant's Deferred Compensation Account equal to the amount of
Matching Contribution to which the Participant would have been entitled
under the Savings Plan, had the Participant's Deferral Amount under this
Plan been contributed to the Savings
3
<PAGE> 7
Plan without regard to the Code Limitations. The Employer Matching
Contribution shall be credited to the Participant's Deferred
Compensation Account on the same date as matching contributions are
credited to Participants' accounts under the Savings Plan.
4
<PAGE> 8
ARTICLE IV
Participant's Accounts
4.1 Participants' Accounts. The Committee shall create and maintain
adequate records to disclose the interest in the Plan of each
Participant and Beneficiary. Records shall be in the form of
individual bookkeeping accounts, and credits and charges shall be made
to those accounts pursuant to Article III and the following provisions
of this Article IV. Each Participant shall have a separate Deferred
Compensation Account.The Participant's interest in that portion of his
Deferred Compensation Account attributable to the Participant's
pre-tax contributions shall at all times be fully vested. The
Participant's interest in that portion of his Deferred Compensation
Account attributable to the Employer's matching contributions shall
become vested in accordance with the Savings Plan; such that a
Participant credited with the completed Years of Service shown below,
as determined under the Savings Plan, shall be vested in the
percentage of his Employer matching contribution as shown below:
<TABLE>
<CAPTION>
Completed Years of Vested Interest in
Service Matching Contributions
<S> <C>
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>
4.2 Interest on Accounts. Each Participant's Deferred Compensation Account
shall be credited with earnings as provided in this section.
(a) The Deferred Compensation Account of a Participant shall be
credited with earnings and losses from the date it was
established through the date the entire Deferred Compensation
Account is distributed to the Participant or his Beneficiary.
A Participant's Deferred Compensation Account shall be credited
with earnings or charged with losses in accordance with
procedures and at a rate adopted from time to time by the
Committee.
5
<PAGE> 9
(b) The Committee reserves the right, in its sole discretion, to
increase or decrease the rate at which earnings are credited to
Participants' accounts, but the earnings rate shall not be
decreased for periods prior to such action.
4.3 Valuation of Accounts. The value of a Participant's Deferred
Compensation Account as of any date shall equal the dollar amount of
any deferrals and Employer contributions credited to the Deferred
Compensation Account, adjusted for the earnings or losses deemed to be
credited to the Deferred Compensation Account in accordance with
Section 4.2 and decreased by the amount of any payments made from the
Deferred Compensation Account to the Participant or his Beneficiary.
Earnings, losses, contributions and distributions are credited or
changed to the Deferred Compensation Account each regular business
day, i.e., each day the New York Stock Exchange is open for business,
in accordance with the procedures of the recordkeeper.
4.4 Quarterly Reports. Within 60 days following the end of each calendar
quarter, the Committee shall provide to each Participant a written
statement of the amount standing to his credit in the Deferred
Compensation Account as of the end of that calendar quarter.
4.5 Investment Funds.
(a) Notwithstanding Section 4.2, 4.3 and 4.4, the Committee, in its
sole discretion, may elect to establish for each Participant an
Employee owned separate investment account in the name of the
Employer (Investment Fund) to assist the Employer in
accumulating the assets needed to pay the promised benefits. In
the event that a separate Investment Fund is established, the
Committee may direct that the Participant's Deferred
Compensation Accounts shall be invested through such Investment
Fund in one or more investment funds to be determined from time
to time by the Committee. The Committee shall direct the
investment of a Participant's Deferred Compensation Account
among the investment funds in the Investment Fund at its
discretion, but the Committee may consult with the Participants
as to the investment funds in which their Account should be
invested.
(b) In the event the Committee exercises its discretion as described
above, a Participant's Deferred Compensation Account shall be
credited with earnings or charged with losses in accordance with
the investment funds in which such Investment Fund is invested.
The Participant's Account shall be charged with
6
<PAGE> 10
distributions and losses and credited with contributions and earnings in
accordance with procedures adopted by the Committee in consultation with
any manager of the Investment Funds.
(c) Despite the establishment of an Investment Fund or of specific
investment funds, a Participant shall have no claim to such specific
assets and such funds shall serve merely as a mechanism for assisting
the Employer in meeting its obligations under the Plan and measuring the
value of a Participant's Account.
7
<PAGE> 11
ARTICLE V
Payment of Deferred Compensation
5.1 Payments Upon Retirement,
(a) Except as provided in Section 5.5 or Subsection 5.1(b), upon a
Participant's separation from service with the Employers, the
vested portion of the Participant's Deferred Compensation
Account shall be distributed to him in ten substantially
equal annual installments, the sum of which shall equal (i)
the value of the Participant's Deferred Compensation Account
as of the date of his separation from service, plus (ii) the
earnings that will accrue on the unpaid balance of the
Deferred Compensation Account under Article IV during the
payout period, less, (iii) any distributions from the
Deferred Compensation Account. The first annual installment
shall begin as soon as practicable following the
recordkeeper's receipt of authorized instructions from the
Committee to make the payments. In addition, the annual
installments shall be redetermined each year as soon as
practicable following the anniversary of the start of such
payments. Annual installments shall be determined in
accordance with the declining balance method, whereby each
year's installment shall equal the product of the
Participant's Deferred Compensation Account at the time of
payment multiplied by the fraction of 1 over the number of
remaining payments.
(b) A Participant may elect to receive his Deferred Compensation
Account in a single sum payment provided either such election
is made not less than one year prior to the Participant's
termination of employment with the Employer or in the event
the election is made within such one year period, such lump
sum distribution shall not be made earlier than the one year
anniversary of the election of the lump sum.
(c) Notwithstanding (a) or (b) above, the Committee may, in its
sole and absolute discretion at any time after a Participant
separates from service, distribute to the Participant the
remaining balance in the Participant's Deferred Compensation
Account.
5.2 Payment Upon Disability. If a Participant suffers a disability, within
the meaning of the Employer's long-term disability plan, deferrals and
matching contributions that otherwise
8
<PAGE> 12
would have been credited to the Participant's Deferred Compensation
Account under this Plan shall cease. The Participant's Deferred
Compensation Account will continue to be credited with earnings under
Article IV during the period of 60 days beyond the date deferrals and
contributions cease, the Participant shall be treated for purposes of
this Plan as if he had separated from service, and his Deferred
Compensation Account shall be distributed pursuant to Section 5.1.
5.3 Payments Upon Death. If a Participant dies, his remaining Deferred
Compensation Account shall be distributed to his Beneficiary in a
single lump sum payment as soon as practicable after the Participant's
death. The value of the Participant's Deferred Compensation Account
shall be determined as of the valuation date that authorized
distribution directions are received by the Plan's recordkeeper from
the Committee.
5.4 Payments Upon Financial Emergency. A Participant, upon written
petition to the Committee, may withdraw some or all of that portion
of his Deferred Compensation Account that is attributable to
the Participant's contribution (the portion of the Deferred
Compensation Account attributable to contributions of the Employer is
not available for financial emergencies) if the Committee, in its sole
discretion, determines that the requested withdrawal is on account of
an unforeseeable financial emergency and that the amount to be
withdrawn does not exceed the amount necessary to satisfy the
financial emergency. Withdrawals under this section shall not be
permitted to the extent that the financial emergency may reasonably be
relieved through (a) reimbursement or compensation by insurance or
otherwise, (b) liquidation of the Participant's assets (to the extent
liquidation would not in itself cause a financial hardship), or (c)
suspension or cessation of deferrals under the Plan. For purposes of
this section, an "unforeseeable financial emergency" means severe
financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or his dependents;
loss of the Participant's property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising as a result of
events beyond the Participant's control.
5.5 Small Payment. Notwithstanding any other provision of this Plan, if
the value of a Participant's Deferred Compensation Account,
upon his separation from service does not exceed $15,000, the balance
of his Deferred Compensation Account shall be distributed in the form
of a single lump sum payment to the Participant.
5.6 Beneficiaries. A Participant's "Beneficiary" shall be the person or
persons, including a trustee, designated in writing pursuant to
practices of, or rules prescribed by, the
9
<PAGE> 13
Committee, as the recipient of a benefit payable under the Plan following the
Participant's death. To be effective, a Beneficiary designation must be filed
with the Committee during the Participant's life on a form prescribed by the
Committee; provided, however, that a finalized divorce or marriage (other than
a common law marriage) shall automatically revoke a previously filed
Beneficiary designation, unless in the case of divorce, the ex-spouse was not
designated as Beneficiary or in the case of marriage, the Participant's new
spouse is already the designated Beneficiary. If no person has been designated
as the Participant's Beneficiary, if a Participant's Beneficiary designation
has been revoked by marriage or divorce, or if no person designated as
Beneficiary survives the Participant, the Participant's estate shall be his
Beneficiary.
10
<PAGE> 14
ARTICLE VI
Funding
6.1 Funding. All benefits under this Plan shall be paid directly from the
general funds of the Employer, and no special or separate fund shall be
established and no other segregation of assets shall be made to assure
payment. No Participant, spouse, or beneficiary shall have any right,
title or interest whatever in or to any investments which Employer may
make to aid the Employer in meeting its obligation hereunder. Nothing
contained in this Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between an Employer and any Participant, spouse,
or beneficiary of a Participant. Notwithstanding the foregoing, the
Employer may at its sole discretion establish the Investment Fund
described in Section 4.5 as a vehicle for accumulating the assets needed
to pay the promised benefit. To the extent that any person acquires a
right to receive payments from the Employer hereunder, such rights shall
be no greater than the right of an unsecured creditor of the Employer.
11
<PAGE> 15
ARTICLE VII
Amendment, Administration
7.1 Amendment and Termination. The Company reserves the right at any time
to modify, amend, or terminate the Plan, provided that the Company
shall not cancel, reduce, or otherwise adversely affect the amount of
benefits of any Participant credited as of the date of any such
modification, amendment, or termination, without the consent of the
Participant.
7.2 Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"),
which shall be authorized to interpret the Plan, to adopt rules and
practices concerning the administration of the Plan, to resolve
questions concerning eligibility for the Plan, amounts credited to
Deferred Compensation Accounts, timing of distributions, crediting of
earnings and other matters regarding the administration of the Plan.
7.3 Deduction of Taxes from Amounts Payable. The Employer may deduct from
the amount to be distributed under the Plan such amount as the
Employer, in its sole discretion, deems proper for the payment of
income, employment, death, succession, inheritance, or other taxes
with respect to benefits under the Plan.
7.4 Indemnification. Each Employer shall indemnify and hold harmless each
employee, officer, or director of an Employer to whom is delegated
duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited
to reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by an Employer.
Notwithstanding the foregoing, an Employer shall not indemnify any
person for any such amount incurred through any settlement or
compromise of any action unless the Employer consents in writing
to such settlement or compromise.
7.5 Expenses. The expenses of administering the Plan shall be paid by the
Employer.
7.6 Claims. Claims for benefits shall be considered by the Committee in
accordance with the claims procedures set forth in the Savings Plan.
12
<PAGE> 16
ARTICLE VIII
Miscellaneous
8.1 Interests not Transferable. Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other payments
for the support of a spouse or former spouse, or for any other
relative of a Participant prior to actually being received by the
person entitled to the benefit under the terms of the Plan, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits
payable hereunder shall be void. The Employer shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any person entitled to benefits hereunder.
If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge, or otherwise encumber his benefits under this Plan, or
if by reason of his bankruptcy or other event happening at any time,
such benefit would devolve upon any other person or would not be
enjoyed by the person entitled thereto under the Plan, the Board of
Directors of the Company, in its discretion, may terminate the
interest in any such benefits of the person entitled thereof under the
Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan or his spouse, children, or other
dependents, or any of them, in such manner as the Board of Directors
of the Company may deem proper.
8.2 Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between a Participant and an
Employer.
8.3 Headings. The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between
such headings and the text of this Plan, the text shall control.
8.4 Invalidity. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any
other provisions hereof and the Plan shall be construed and enforced as
if such provisions, to the extent invalid or unenforceable, had not
been included.
8.5 Law Governing. The Plan shall be construed and enforced according to
the laws of Indiana other than its laws respecting choice of law.
13
<PAGE> 17
IN WITNESS WHEREOF, the Company has executed this Plan this 2nd day of
December, 1994.
GREAT LAKES CHEMICAL CORPORATION
By: Robert B. McDonald
-----------------------------
ATTEST:
Steve D. Mead
- ---------------------------
14
<PAGE> 18
AMENDMENT NO. 1
TO
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL SAVINGS PLAN
(EFFECTIVE JANUARY 1, 1995)
Great Lakes Chemical Corporation hereby adopts this Amendment No. 1 to the
Great Lakes Chemical Corporation Supplemental Savings Plan (effective January
1, 1995). The provisions of this Amendment shall be effective as of January 1,
1995.
1. Section 4.5(a) of the Plan is hereby amended by deleting the first
sentence of such Section and substituting in place thereof the
following:
Notwithstanding Section 4.2,4.3 and 4.4, the Committee, its sole
discretion, may elect to establish on its books a separate investment
account in the name of the Employer (Investment Fund) to assist the
Employer in accumulating the assets needed to pay the promised
benefits.
IN WITNESS WHEREOF, the Company has executed this Amendment No. 1 to the Plan
this 28 day of July, 1995.
GREAT LAKES CHEMICAL CORPORATION
By Robert B. McDonald
------------------------------
ATTEST:
Steve D. Mead
- ----------------------------
<PAGE> 1
EXHIBIT 23
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 1995 Supplemental Savings Plan of our report dated
January 30, 1995, 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, 1994 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Indianapolis, IN
January 29, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned DIRECTORS and OFFICERS of GREAT LAKES CHEMICAL
CORPORATION (the "Company") hereby designate and appoint
RICHARD R. FERGUSON and STEVEN D. MEAD
and either 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 interests in the Great
Lakes Chemical Corporation Supplemental Savings Plan (the "Plan"), and
shares of common stock of the Company offered in connection therewith, 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 action
which in the judgment of such attorney may be necessary or appropriate to
effect the registration under the Act of interests in the Plan, and shares of
common stock of the Company offered in connection therewith.
EXECUTED on the dates set forth below.
William H. Congleton John S. Day
- -------------------------------- ---------------------------------
William H. Congleton, Director John S. Day, Director
December 7, 1995 December 7, 1995
- -------------------------------- ---------------------------------
Thomas F. Fulton Martin M. Hale
- -------------------------------- ---------------------------------
Thomas M. Fulton, Director Martin M. Hale, Director
December 7, 1995 December 7, 1995
- -------------------------------- ---------------------------------
<PAGE> 2
Louis E. Lataif
- -------------------------------- ---------------------------------
Leo H. Johnstone, Director Louis E. Lataif, Director
, 1995 December 7, 1995
- -------------------------- ---------------------------------
Richard H. Leet Robert B. McDonald
- -------------------------------- ---------------------------------
Richard H. Leet, Director Robert B. McDonald, Chief
December 7, 1995 Executive Officer,
- -------------------------------- President and Director
December 7, 1995
---------------------------------
Robert T. Jeffares Robert J. Smith
- ------------------------------- ---------------------------------
Robert T. Jeffares, Executive Robert J. Smith, Corporate
Vice-President and Controller
Chief Financial Officer December 7, 1995
December 7, 1995 ---------------------------------
- ------------------------------
<PAGE> 3
POWER OF ATTORNEY
The undersigned members of the Compensation and Incentive Committee of the
Board of Directors of Great Lakes Chemical Corporation, who serve as the
Administrators of the Great Lakes Chemical Corporation Supplemental Savings
Plan (the "Plan") hereby designate and appoint
RICHARD R. FERGUSON and STEVEN D. MEAD
and either of them, as attorney for the Plan and for the undersigned, with
full power of substitution and resubstitution, for and in the name, place and
stead of the Plan 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 interests
in the Great Lakes Chemical Corporation Supplemental Savings Plan (the
"Plan"), and shares of common stock of the Company offered in
connection therewith,
(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), and
(iii) annual reports on Form 11-K for the fiscal year ended
December 31, 1995 and each subsequent fiscal year for which an annual
report is required to be filed by the Plan pursuant to the Securities
Exchange Act of 1934, as amended,
with full power and authority to take or cause to be taken all other action
which in the judgment of such attorney may be necessary or appropriate to
effect the registration under the Act of interests in the Plan, and shares of
common stock of the Company offered in connection therewith.
EXECUTED on the dates set forth below.
<PAGE> 4
John S. Day
- ------------------------------- ---------------------------------
John S. Day Leo H. Johnstone
December 7, 1995 , 1995
- ------------------------------- --------------------------
Louis E. Lataif Richard H. Leet
- ------------------------------- ---------------------------------
Louis E. Lataif Richard H. Leet
December 7, 1995 December 7, 1995
- ------------------------------- ---------------------------------
<PAGE> 5
GREAT LAKES CHEMICAL CORPORATION
CERTIFIED BOARD RESOLUTIONS
--------------------------------
The undersigned, Mary P. McClanahan, Corporate Secretary of Great
Lakes Chemical Corporation (the "Corporation") hereby certifies that the
following is a true and correct copy of resolutions duly adopted by the Board
of Directors on December 7, 1995, and that such resolutions have not been
amended, modified or rescinded.
RESOLVED, that the signatures of the Corporation's President and Chief
Executive Officer, Executive vice President and Chief Financial
Officer, and Corporate Controller on behalf of the Corporation to the
registration statement listed below and any amendments thereto and
other documents related thereto required to be filed with the
Securities and Exchange Commission (the "Commission") are hereby
authorized to be signed on behalf of such officers and any of them by
Richard R. Ferguson and Steven D. Mead and either of them is Messrs.
Ferguson and Mead shall have been granted the power to so sign
pursuant to a power or powers of attorney duly executed by such
officers.
Commission Filing
Registration Statement on Form S-8 for the purpose of
registering interests in the Great Lakes Chemical Corporation
Supplemental Savings Plan and share of common stock of the
Corporation offered in connection therewith.
FURTHER RESOLVED, that certified copies of the immediately preceding
resolutions may be filed with the Commission as exhibits to the
registration statement referred to in such resolutions and any
amendments thereto.
IN WITNESS WHEREOF, I have hereunto subscribed my name this twelfth
day of December, 1995.
Mary P. McClanahan
-----------------------------
Mary P. McClanahan
Corporate Secretary
