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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 21, 1997
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(Date of earliest event reported)
GREAT LAKES CHEMICAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-6450 95-1765035
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
ONE GREAT LAKES BOULEVARD, P.O. BOX 2200
WEST LAFAYETTE, INDIANA 47906
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(Address of Principal Offices, including zip code)
(765) 497-6100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 21, 1997, the Board of Directors of Great Lakes
Chemical Corporation (the "Corporation") approved certain amendments to
the Corporation's existing By-Laws. A copy of the Corporation's By-Laws,
as amended, are attached to this Current Report as Exhibit 3.1.
On December 29, 1997, the Board of Directors of the
Corporation announced a comprehensive restructuring plan, pursuant to
which the Corporation will exit its furfural and derivatives business,
its Eastern European trading business (Chemol) and its environmental
businesses. These businesses will be reported collectively as a
discontinued operation in the Corporation's 1997 fourth quarter financial
results.
On December 29, 1997, the Board of Directors of the
Corporation also announced that the Board has increased the share
repurchase authorization by 3,000,000 shares. The increased authorization
will allow the Corporation to share the proceeds from its restructuring
plan with shareholders if other opportunities for enhancing shareholder
value are not available. A copy of the press release issued by the
Corporation on December 29, 1997 and describing the restructuring plan
and the increased share repurchase authorization is attached to this
Current Report as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
3.1 By-Laws of Great Lakes Chemical Corporation, as amended
through November 21, 1997.
99.1 Press release issued by Great Lakes Chemical Corporation,
dated December 29, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GREAT LAKES CHEMICAL CORPORATION
By: /s/ ROBERT T. JEFFARES
Name: Robert T. Jeffares
Title: Executive Vice President and
Chief Financial Officer
Dated: December 30, 1997
EXHIBIT INDEX
Exhibit Description
3.1 By-Laws of Great Lakes Chemical Corporation, as amended
through November 21, 1997.
99.1 Press release issued by Great Lakes Chemical
Corporation, dated December 29, 1997.
EXHIBIT 3.1
BY-LAWS OF
GREAT LAKES CHEMICAL CORPORATION
ADOPTED BY ACTION OF THE
BOARD OF DIRECTORS
(ADOPTED MARCH 14, 1975,
AS AMENDED THROUGH NOVEMBER 21, 1997)
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
stockholders of the Corporation shall be held at the registered office of
the Corporation in the State of Delaware or at such other place within or
without the State of Delaware, as may be determined by the Board of
Directors and as may be stated in the notice of the meeting. The annual
meeting shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. The business to
be transacted at such meeting shall be the election of directors and such
other business as shall properly be brought before the meeting.
No business may be transacted at an annual meeting of
stockholders, other than business that is (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by
any stockholder of the Corporation (i) who is a stockholder of record on
the date of the giving of the notice provided for in this Section 1 and
on the record date for the determination of stockholders entitled to vote
at such annual meeting and (ii) who complies with the notice procedures
set forth in this Section 1.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than one hundred twenty (120) days nor more than
one hundred fifty (150) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting called for a date that is not
within thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which
notice of the date of the annual meeting was mailed or public
announcement of the date of the annual meeting was made, whichever first
occurs. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a
stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially
or of record by such stockholder, (iv) a description of all arrangements
or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting
to bring such business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 1; provided,
however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 1
shall be deemed to preclude discussion by any stockholder of any such
business. If the Chairman of an annual meeting determines that business
was not prop erly brought before the annual meeting in accordance with
the foregoing procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting and such
business shall not be transacted.
The term "public announcement" shall mean an announcement in
a press release reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
may be called by the Board of Directors, by the Chairman, or by the
President. At any time, upon the written request of any person or persons
entitled to call a special meeting, it shall be the duty of the Secretary
to send out notices of such meeting, to be held within or without the
State of Delaware and at such time, but not less than fifteen days nor
more than thirty days after receipt of the request, as may be fixed by
the Board of Directors. If the Board of Directors shall fail to fix a
time or place, the meeting shall be held at the registered office of the
Corporation in the State of Delaware at such time as shall be fixed by
the Secretary within the above limits.
SECTION 3. NOTICE OF MEETINGS AND ADJOURNED MEETINGS.
(a) A written or printed notice of each meeting or
stockholders shall be given which shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The written or printed notice
of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at
such meetings. If mailed, notice shall be deemed given when deposited in
the United States mail, postage prepaid, directed to the stockholder at
his address as it appears on the records of the Corporation. No
publication of the notice of meetings shall be required. An affidavit of
the Secretary or an Assistant Secretary or of the Transfer Agent of the
Corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. Any
previously scheduled meeting of the stockholders may be postponed, and
(unless the Certificate of Incorporation provides otherwise) any special
meeting of the stockholders may be canceled, by resolution of the Board
of Directors upon public notice given prior to the date previously
scheduled for such meeting of stockholders.
(b) Whether or not a quorum is present, any annual,
regular or special meeting of the stockholders may be adjourned to
another date by the Chairman of the meeting or by a majority vote by the
shares represented at such meeting. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
(c) Whenever a notice of a meeting is required to be given to
stockholders, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting, either in
person or by proxy, shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of
objecting, at the beginning of a meeting, to the transaction of any
business because the meeting was not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in any written
waiver of notice.
SECTION 4. QUORUM. Except as otherwise provided by law, a quorum
at all meetings of stockholders shall consist of the holders of record of a
majority of the shares entitled to vote thereat.
SECTION 5. CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by the Chairman, or if he is not present, by the
President, or if he is not present, by a Vice President or other person
chosen at the meeting. The Secretary or an Assistant Secretary of the
Corporation, or in their absence, a person chosen at the meeting, shall
act as Secretary of the meeting.
SECTION 6. INSPECTORS OF ELECTION. Whenever any stockholder
present at a meeting of the stockholders shall request the appointment of
inspectors, the Chairman of the meeting shall appoint inspectors who need
not be stockholders. If the right of any person to vote at such meeting
shall be challenged, the inspectors of election shall determine such
right. The inspectors shall receive and count the votes either upon an
election or for the decision of any question, and shall determine the
result. Their certificate of any vote shall, in the absence of fraud, be
prima facie evidence of the facts stated therein.
SECTION 7. VOTING. All elections of directors shall be by
written ballot. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the Restated
Certificate of Incorporation of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting
of stockholders (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 7 and on the record date for
the determination of stockholders entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this
Section 7.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than one hundred and twenty (120) days nor more
than one hundred fifty (150) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting called for a date that is not
within thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which
notice of the date of the annual meeting was mailed or public
announcement (as defined in Section 1) of the date of the annual meeting
was made, whichever first occurs. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14
of the Exchange Act, and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name
and record address of such stockholder, (ii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant
to which the nomina tion(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee and to
serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this Section 7. If the Chairman of the annual meeting determines that
a nomination was not made in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
At every meeting of the stockholders, each stockholder
entitled to vote at such meeting shall have, as to each matter submitted
to a vote, one vote for each share of stock having voting rights
registered in his name on the stock books of the Corporation.
At all meetings of stockholders, a stockholder may vote by proxy
appointed by a written instrument signed by the stockholder or his duly
authorized attorney in fact and delivered to the Secretary of the
meeting, but no proxy shall be voted or acted upon after three years from
its date, unless the proxy provided for a longer period.
A quorum being present, directors shall be elected by a plurality
of the votes of the shares present and in person or represented by proxy
at the meeting and entitled to vote.
In all matters, other than the election of directors, the
affirmative vote of the majority of shares present or in person or
represented by proxy at the meeting and entitled to vote on the subject
matter, a quorum being present, shall be the act of the shareholders.
SECTION 8. LIST OF STOCKHOLDERS. The Secretary or other officer
of the Corporation having charge of the stock ledger shall prepare and make
or cause to be pre pared and made, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at
said election, arranged in alphabetical order, and showing the address of
each such stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stock
holder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall be produced
and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder or his proxy who may be
present. Upon the willful neglect or refusal of the directors then in
office to produce or cause to be produced such a list at any meeting for
the election of directors, they shall be ineligible to any office at such
meeting. The original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or to vote in person or by
proxy at such meeting.
SECTION 9. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD.
(a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment there of, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.
(b) If no record date is fixed:
(i) The record date for determining
stockholders entitled to notice of or to vote at a meeting of
the stockholders shall be at the close of business on the day
next pre ceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(ii) The record date for determining
stockholder for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts
the resolution relating thereto.
(c) A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER, QUALIFICATIONS, CLASSES, TERMS AND QUORUM.
The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors which shall consist of nine members,
none of whom need be stockholders. The directors shall be classified with
respect to the time for which they shall hold office by dividing them
into three classes. The first class shall consist of three directors
whose term of office shall expire in 1998 and in every third year
thereafter. The second class shall consist of three directors whose terms
of office shall expire in 1999 and in every third year thereafter. The
third class shall consist of three directors whose terms of office shall
expire in 2000 and in every third year thereafter. At each annual meeting
of the stockholders of the Corporation, or any adjournment thereof, the
successors to the directors whose terms shall expire in that year shall
be elected to hold office for a term of three years. In any event, each
director shall hold office until his successor is duly elected and
qualified or until his earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. A majority of
the total number of directors shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board
of Directors. The Board of Directors may elect a Chairman of the Board of
Directors who shall preside at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board of Directors shall have
such other powers and perform such other duties as are delegated to him
by the Board of Directors or as are incidental to his office.
SECTION 2. VACANCIES. Any vacancy and newly created
directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
SECTION 3. MEETINGS. The Board of Directors shall meet each
year immediately after the annual meeting of the shareholders, at the
place where the annual meeting of the shareholders is held, for the
purpose of electing officers and for the conduct of any other business
that may be brought before the meetings. Such meeting shall be held
without notice. If such meeting is not held as herein provided, the
election of officers may be had at any subsequent meeting of the Board of
Directors. Regular meetings of the Board of Directors may be held at such
time and place within or without the State of Delaware, as the Board of
Directors may from time to time designate. Special meetings of the Board
of Directors may be held upon the call of the Chairman of the Board, or
two or more members of the Board of Directors, at any place, within or
without the State of Delaware, upon not less than 48 hours notice,
specifying the time, place and general purposes of the meeting, given to
each director either personally, or by telephone, telegram, or by mail.
At any meeting at which all of the directors are present, notice of the
time, place and purposes thereof shall be deemed waived. Notice of any
meeting may be waived in writing, either before, during, or after any
meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the directors, or members of a
committee of the directors, need be specified in any written waiver of
notice. A majority of the directors present at any meeting, whether or
not a quorum is present, may adjourn the meeting and no notice of such ad
journed meeting need be given.
SECTION 4. COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more directors of the
Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise the authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution or amending the By-Laws of the Corporation; and, unless the
resolution expressly so provides, no such committee shall have the power
or authority to declare a dividend or authorize the issuance of stock.
An Executive Committee shall be formed, comprising at least
three directors, which shall have the authority and power to act on
behalf of the Board of Directors, except as restricted above, with the
additional authority to declare dividends on behalf of the Corporation.
SECTION 5. ACTION BY CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
SECTION 6. MEETINGS BY CONFERENCE TELEPHONE. Members of the
Board of Directors or of any committee designated by the Board may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS. The officers shall consist of a Chief
Executive Officer, a President, one or more Vice Presidents and/or Senior
or Executive Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers. Such
officers shall be elected by the Board of Directors and each officer
shall hold office until his successor is elected and qualified or until
his earlier resignation or removal. Any officer may resign at any time
upon written notice to the Corporation. Any number of offices may be held
by the same person, but no officer shall execute, act or verify any
instrument in more than one capacity. The Corporation may have such other
officers and agents as the Board of Directors may determine, who shall be
elected or appointed by the Board of Directors and hold office for such
terms as are prescribed by the Board of Directors. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise,
shall be filled by the Board of Directors. The Board of Directors may
remove any officer with or without cause.
SECTION 2. CHIEF EXECUTIVE OFFICER. Subject to the authority
of the Board of Directors, the Chief Executive Officer shall administer
the affairs of the Corporation and shall have such other powers and
perform such other duties as are delegated to him by the Board of
Directors, or by an authorized committee thereof, or are incidental to
his office. During the time when the office of the Chairman of the Board
is vacant, the Chief Executive Officer shall perform the duties of that
office.
SECTION 3. PRESIDENT. Subject to the authority of the Board
of Directors, the President shall, during the absence or disability of
the Chief Executive Officer, administer the affairs of the Corporation
and shall have such other powers and perform such other duties as are
incidental to his office or are delegated to him by the Board of
Directors, or an authorized committee thereof, or by the Chief Executive
Officer.
SECTION 4. VICE PRESIDENTS. Subject to the authority of the
Board of Directors, the Vice Presidents, in the order designated by the
Board of Directors, shall exercise the functions of the Chief Executive
Officer and President during the absence or disability of the Chief
Executive Officer and the President. Each Vice President shall have such
other duties as are assigned to him from time to time by the Board of
Directors or the Chief Executive Officer.
SECTION 5. OTHER OFFICERS. The Secretary and the Treasurer
shall perform such duties as are incidental to their offices, or are
properly required of them by the Board of Directors or the Chief
Executive Officer. The Assistant Secretaries shall, in the absence of the
Secretary, perform the duties and exercise the powers of the Secretary,
and shall perform such other duties as may be assigned by the Board of
Directors or the Chief Executive Officer. Other subordinate officers
elected or appoint ed by the Board of Directors shall exercise such
powers and perform such duties as may be delegated to them.
SECTION 6. DELEGATION OF AUTHORITY. In the case of the
absence or incapacity of any officer, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors or, in the
absence of any action by the Board of Directors, the Chief Executive
Officer may delegate any or all of the duties or powers of such officer
to any other officer or to any other director or to any other person.
ARTICLE IV
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by the Chairman of the
Board of Directors, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation certifying the number of shares owned by him
in such Corporation. If such certificate is countersigned (1) by a
Transfer Agent other than the Corporation or its employee, or, (2) by a
Registrar other than the Corporation or its employee, any other signature
on the certificate may be a facsimile. In case any officer, Transfer
Agent or Registrar who has signed or whose facsimile signature has been
placed upon a certificate who has ceased to be such officer, Transfer
Agent or Registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer, Transfer
Agent or Registrar at the date of issue.
SECTION 2. TRANSFERS. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the
registered owner thereof, or his duly authorized attorney, with a
Transfer Clerk or Transfer Agent appointed as specified in these By-Laws,
and on surrender of the certificate or certificates for such shares of
stock properly endorsed and with all taxes thereon paid. The person in
whose name the shares of stock stand on the books of the Corporation
shall be deemed by the Corporation to be the holder thereof for all
purposes.
SECTION 3. TRANSFER AGENT AND REGISTRAR. The Board of
Directors may appoint one or more Transfer Agents or Transfer Clerks and
one or more Registrars, and may require all certificates for shares of
stock to bear the signature or signatures of any of them.
SECTION 4. LOSS OR DESTRUCTION. In case of loss or
destruction of a certificate for shares, another certificate may be
issued in lieu thereof in such manner and upon such terms as the Board of
Directors shall authorize, either by general resolution or by special
resolution in each particular case.
ARTICLE V
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January of each year and shall end on the 31st
day of December following.
ARTICLE VI
SEAL
SECTION 1. CORPORATION SEAL. The Board of Directors shall
provide a suitable corporate seal for use by the Corporation.
ARTICLE VII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in or called
as a witness in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom (hereinafter,
collectively a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is, was or had
agreed to become a director of the Corporation or is, was or had agreed
to become an officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
shall be indemnified and held harmless by the Corporation to the fullest
extent permitted under the General Corporation Law of the State of
Delaware (the "DGCL"), as the same now exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification
rights than the DGCL permitted the Corporation to provide prior to such
amendment), against all expenses, liabilities and losses (including
attorneys' fees, judgments, fines, excise taxes or penalties pursuant to
the Employee Retirement Income Security Act of 1974, as amended, and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith; provided, that except as
explicitly provided herein, prior to a Change in Control of the
Corporation, as defined herein, a person seeking indemnity in connection
with a proceeding (or part thereof) initiated by such person against the
Corporation or any director, officer, employee or agent of the
Corporation shall not be entitled thereto unless the Corporation has
joined in or consented to such proceeding (or part thereof). For purposes
of this Article, a "Change in Control of the Corporation" shall be deemed
to have occurred if the conditions set forth in any one of the following
clauses shall have been satisfied: (a) any "person" (as such term is used
in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (as in
effect as of December 7, 1995 (the "Exchange Act")) other than (i) the
Corporation, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Corporation, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same proportions as
their ownership of shares of the Corporation (any such person is
hereinafter referred to as a "Person"), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing more than 50%
of the combined voting power of the Corporation's then outstanding
securities (not including in the securities beneficially owned by such
Person any securities acquired directly from the Corporation); (b) there
is consummated a merger or consolidation of the Corporation with or into
any other corporation, other than a merger or consolidation which would
re sult in the holders of the voting securities of the Corporation
outstanding immediately prior thereto holding securities which represent,
in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation,
immediately after such merger or consolidation, more than 70% of the
combined voting power of the voting securities of either the Corporation
or the other entity which survives such merger or consolidation or the
parent of the entity which sur vives such merger or consolidation; (c)
the stockholders of the Corporation approve any plan or proposal for the
liquidation or dissolution of the Corporation or an agreement for the
sale or disposition by the Corporation of all or substantially all the
Corporation's assets; or (d) during any period of two consecutive years
(not including any period prior to December 7, 1995), individuals who at
the beginning of such period constitute the Board of Directors and any
new director (other than a director designated by a Person who has
entered into an agreement with the Corporation to effect a transaction
described in clause (a), (b) or (c) of this paragraph) whose election by
the Board or nomination for election by the Corporation's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof. For purposes of
this Article VII, where a Change in Control of the Corporation results
from a series of related transactions, the Change in Control of the
Corporation shall be deemed to have occurred on the date of the
consummation of the first such transaction. For purposes of clause (a) of
this paragraph, the stockholders of another corporation (other than the
Corporation or a corporation described in clause (iv)), in the aggregate,
shall be deemed to constitute a Person.
Prior to a Change in Control of the Corporation, any
indemnification under Section 1 (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL. Such determination
shall be made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtain able, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel (who may be the regular counsel of the Corporation) in a
written opinion or (3) by the stockholders.
Following a Change in Control of the Corporation, any
indemnification under this Section 1 (unless ordered by a court) shall be
paid by the Corporation unless within 60 days of such request for
indemnification a determination is made, in a written opinion, by special
independent counsel selected by the person requesting indemnifi cation
and approved by the Corporation (which approval shall not be unreasonably
withheld), which counsel has not otherwise performed services (other than
in connection with similar matters) within the five years preceding its
engagement to render such opinion for such person or for the Corporation
or any affiliates (as such term is defined in Rule 405 under the
Securities Act of 1933, as amended) of the Corporation (whether or not
they were affiliates when services were so performed) ("Independent
Counsel"), that indemnification of such person is not proper under the
circumstances because such person has not met the necessary standard of
conduct under the DGCL. Unless such person has theretofore selected
Independent Counsel pursuant to this Section 1 and such Independent
Counsel has been approved by the Corporation, legal counsel approved by a
resolution or resolutions of the Board of Directors prior to a Change in
Control of the Corporation shall be deemed to have been approved by the
Corporation as required. Such Independent Counsel shall determine as
promptly as practicable whether and to what extent such person would be
permitted to be indemnified under applicable law and shall render its
written opinion to the Corporation and such person to such effect. The
Corporation agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such Independent Counsel against
any and all expenses, claims, liabilities and damages arising out of or
relating to this Article or its engagement pursuant hereto. In making a
determination under this Section 1, the Independent Counsel referred to
above shall determine that indemnification is permissible unless clearly
precluded by this Article VII or the applicable provisions of the DGCL.
SECTION 2. PAYMENT OF EXPENSES IN ADVANCE. Expenses,
including attorneys' fees, incurred by a person referred to in Section 1
of this Article in defending a proceeding shall be paid by the
Corporation in advance of the final disposition of such proceeding,
including any appeal therefrom, upon receipt of an undertaking (the
"Undertaking") by or on behalf of such person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation.
SECTION 3. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Section 1 hereof is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation or if expenses
pursuant to Section 2 hereof have not been advanced within 10 days after
a written request for such advancement, accompanied by the Undertaking,
has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim or the advancement of expenses. (If the claimant is
successful, in whole or in part, in such suit or any other suit to
enforce a right for expenses or indem nification against the Corporation
or any other party under any other agreement, such claimant shall also be
entitled to be paid the reasonable expense of prosecuting such claim.) It
shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required Undertaking has been
tendered to the Corporation) that the claimant has not met the standards
of conduct which make it permissible under the DGCL for the Corporation
to indemnify the claimant for the amount claimed. After a Change in
Control of the Corporation, the burden of proving such defense shall be
on the Corporation, and any determination by the Corporation (including
its Board of Directors, independent legal counsel or its stockholders)
that the claimant had not met the applicable standard of conduct required
under the DGCL shall not be a defense to the action nor create a
presumption that claimant had not met such applicable standard of
conduct.
SECTION 4. INDEMNITY NOT EXCLUSIVE. The indemnification and
ad vancement of expenses provided by, or granted pursuant to, the other
sections of this Article VII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses
may be entitled under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office. The Board of Directors shall have the
authority, by resolution, to provide for such other indemnification of
directors, officers, employees or agents as it shall deem appropriate.
SECTION 5. INSURANCE INDEMNIFICATION. The Corporation shall
have power to purchase and maintain insurance to protect itself and any
director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise,
against any expenses, liabilities or losses, whether or not the
Corporation would have the power to indemnify such person against such
expenses, liabilities or losses under the provisions of this Article VII
or the DGCL.
SECTION 6. CONTINUATION OF INDEMNIFICATION; ENFORCEABILITY. The
provisions of this Article shall be applicable to all proceedings
commenced after its adoption, whether such arise out of events, acts,
omissions or circumstances which oc curred or existed prior or subsequent
to such adoption, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. This Article shall be deemed
to grant each person who, at any time that this Article is in effect,
serves or agrees to serve in any capacity which entitles him to
indemnification hereunder rights against the Corporation to en force the
provisions of this Article, and any repeal or other modification of this
Article or any repeal or modification of the DGCL or any other applicable
law shall not limit any rights of indemnification then existing or
arising out of events, acts, omissions or circumstances occurring or
existing prior to such repeal or modification, including, without
limitation, the right to indemnification for proceedings commenced after
such repeal or modification to enforce this Article with regard to acts,
omissions, events or circumstances occurring or existing prior to such
repeal or modification.
SECTION 7. SEVERABILITY. If this Article or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each
director and officer of the Corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right
of the Corporation, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the
full extent permitted by applicable law.
ARTICLE VIII
AMENDMENTS
SECTION 1. AMENDMENTS. The Board of Directors shall have the
power to make, alter or repeal the By-Laws of the Corporation at the
annual or any regular meeting of the Board of Directors or by unanimous
written consent without a meeting, or at any special meeting called for
such purposes.
EXHIBIT 99.1
GREAT LAKES ANNOUNCES RESTRUCTURING PLAN WITH INCREASED
FOCUS ON SPECIALTY CHEMICALS; BOARD INCREASES
MANAGEMENT'S SHARE REPURCHASE AUTHORIZATION BY THREE
MILLION SHARES
Great Lakes Chemical Corporation (NYSE: GLK) today announced a
comprehensive restructuring plan as part of the company' ongoing efforts
to enhance shareholder value through a growth strategy focusing on the
company's core specialty chemicals businesses. At the same time, the
company announced that its Board of Directors has increased the share
repurchase authorization by three million shares. The increased
authorization will allow the company to share the proceeds from its
restructuring plan with shareholders if other opportunities for enhancing
shareholder value are not available.
Robert B. McDonald, chief executive officer and president, stated,
"We are committed to improving Great Lakes' financial performance through
a sharper focus on growing businesses where we are market leaders.
Continuing from the previously announced decision to spin-off our
petroleum additives business, Octel Associates, today's actions will
increase operating margins by approximately two percentage points,
enhance our growth rate and position Great Lakes to capitalize more
effectively on the promising opportunities available to us in our
specialty chemical portfolio."
As part of the restructuring plan, Great Lakes will exit its
furfural and derivatives, Eastern Europe trading (Chemol), and
environmental services (Four Seasons and Aquaterra) businesses. Each will
be reported as a discontinued operation in the company's 1997 fourth
quarter financial results. The units had combined sales of $273 million
in 1996 and $178 million for the nine months ended September 30, 1997. In
both periods, however, earnings before interest and taxes were
essentially break-even, which contributed to the decision announced
today. A pre-tax charge of $145 million, approximately $96 million after
taxes, will be recorded in connection with these actions. The company
anticipates realizing cash of approximately $150 million from the
dispositions.
The decision to exit these businesses was based on several
factors. Market conditions in the furfural and furfural derivatives business
have changed to the extent that the returns from this business are not
commensurate with Great Lakes' specialty chemicals businesses. The
company's efforts to exit the furfural business are already well underway
with the sale of its stake in the Kao-Quaker joint venture and the
anticipated sale of its Geel, Belgium furfural operations. At Chemol, the
privatization of most of the larger chemical companies and trading
partners located in the former Eastern Bloc makes it a less
cost-effective avenue for introducing and distributing Great Lakes'
products in this part of the world. While the company's Four Seasons and
Aquaterra businesses remain profitable, the environmental services
business no longer fits with Great Lakes' long-term specialty chemicals
focus.
The company also said today it would record a $75 million charge,
approximately $55 million after taxes, for other restructuring and asset
impairments. These include: restructuring the company's European water
treatment business; closing its BCDMH manufacturing facility in Lake
Charles, Louisiana and a pharmaceutical intermediate production plant;
and withdrawing from the joint venture with Atochem in Europe. Great
Lakes expects these actions to result in savings of approximately $3.3
million annually, or approximately $.04 per share, beginning in 1998.
This charge also provides for increasing reserves for environmental
remediation at a former plant site and the estimated cost of settling
pending litigation.
In summary, the total charge to be recorded in the fourth quarter
is as follows ($ in millions except per share amounts):
Pre-Tax After-Tax Per Share
Continuing Operations $ 75 $ 55 $ 0.92
Discontinued Operations 145 96 1.60
Total $ 220 $ 151 $ 2.52
"The overriding objective of these and other previously announced
initiatives", Mr. McDonald concluded, "is to enhance the profitability of
our specialty chemical businesses and improve our returns to
shareholders. "We will continue concentrating on increasing shareholder
value by focusing on a disciplined growth strategy that balances internal
investments, including increased share repurchases, and strategic
acquisitions and alliances."
Great Lakes announced on July 17, 1997, that it would spin-off its
petroleum additives business, creating a new, independent publicly traded
company. Since announcing the spin off, the company has taken a number of
steps to strengthen its market position in specialty chemicals. In
November, Great Lakes acquired the antimony products business of Cookson
Group plc (Anzon) for $90 million, broadening its polymer additives
business which consists of flame retardants and polymer stabilizers.
Other initiatives well underway include: a new R&D process to bring
more new products to the market faster; improvements to leverage our
global purchasing and distribution to substantially reduce raw material,
freight and warehousing costs; and a company-wide management information
system that will improve customer satisfaction, reduce working capital
and enhance the quality of information for decision making.
Great Lakes Chemical Corporation is the world's leading producer of
certain specialty chemicals for such applications as flame retardants,
polymer stabilizers, fire extinguishants, water treatment and petroleum
additives. The stock of the company is traded on the New York Stock
Exchange.
This report contains forward-looking statements involving risks and
uncertainties that affect the company's operations as discussed in Great
Lakes Chemical Corporation's Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Accordingly, there is not assurance
the company's expectations will be realized.
SOURCE: Great Lakes Chemical Corporation
CONTACT: Jeffrey Potrzebowski or Gregory J. Griffith of Great Lakes Chemical,
765-497-6100
