SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 1998
Great Lakes Chemical Corporation
(Exact same of registrant as specified is its charter)
Delaware 1-6450 95-1765035
------------------ --------------------- -------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdictions of Identification No.)
Incorporation)
One Great Lakes Boulevard, P.O. Box 2200
West Lafayette, Indiana 47906
(Address of Principal Executive Offices including Zip Code)
Registrant's telephone number, including area code: (765) 497-6100
ITEM 2. Acquisition or Disposition of Assets.
Pursuant to a previously announced spin off (the "Spin Off") of all of
the outstanding shares of common stock of Octel Corp. ("Octel"), Great
Lakes' shareholders of record on May 15, 1998 received one share of Octel
common stock for every four shares of Great Lakes' common stock held by the
shareholder on such date. The Spin Off was effective on May 22, 1998. As
a result of the Spin Off, Octel became an independent publicly held
company. Octel and its affiliates own and operate substantially all of the
businesses which formerly comprised Great Lakes' Petroleum Additives
Business Unit.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) It is impracticable at this time for the Company to provide
all of the financial statements that are required to be included herein.
The Company hereby undertakes to file such required financial statements as
soon as practicable, but in no event later than sixty (60) days following
the date on which this report on Form 8-K is required to be filed.
(c) Exhibits.
99.1 Press Release, dated May 7, 1998.
99.2 Press Release, dated May 27, 1998
SIGNATURES
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
Dated: June 5, 1998 By /s/ Robert T. Jeffares
----------------------------------
Name: Robert T. Jeffares
Title: Executive Vice President
and Chief Financial Officer
Exhibit Index
Exhibit Number Exhibit Description
99.1 Press Release, dated May 7, 1998.
99.2 Press Release, dated May 27, 1998.
Exhibit 99.1
GREAT LAKES COMPLETES OCTEL SPIN OFF
WEST LAFAYETTE, Indiana - May 7, 1998 - Great Lakes Chemical Corporation's
(NYSE:GLK) board of directors today approved the previously announced spin-
off of the company's petroleum additives business, creating Octel Corp.
(NYSE:OTL), an independent, publicly traded company.
The board of directors declared a stock dividend pursuant to
which each Great Lakes shareholder will receive one share of Octel Corp.
common stock for every four shares of Great Lakes common stock owned on the
record date of May 15, 1998. Great Lakes expects Octel Corp. stock will
begin trading on the New York Stock Exchange on or around May 22, 1998.
In connection with the spin off, Great Lakes will receive a
special cash dividend, net of taxes and transaction costs, of approximately
$300 million. The dividend was funded by cash reserves and debt retained
by Octel Corp.
Mark Bulriss, Great Lakes chief executive officer and president,
stated, "The spin off enables the respective management teams of Great
Lakes and Octel to focus on enhancing each company's competitive position
in its respective industries. Increasing the value of each business will
lead to producing greater total shareholder value over the long term."
Octel Corp. is a global leader in the production and marketing of
tetraethyl lead (TEL), an octane enhancer in gasoline. Additionally, it
develops, manufactures and markets specialized chemicals used as fuel
additives and performance chemicals.
With 1997 sales from continuing operations of $1.3 billion, Great
Lakes Chemical Corporation is the world's leading producer of certain
specialty chemicals such as flame retardants, polymer stabilizers, fire
extinguishants, water treatment chemicals, as well as a growing line of
performance and fine chemicals. The stock of the company is traded on the
New York Stock Exchange under the symbol GLK.
# # #
For more information: Jeffrey Potrzebowski - Analysts
Gregory Griffith - Media
(765) 497-6218
Exhibit 99.2
GREAT LAKES STOCK PRICE REFLECTS RECENT SPIN OFF
WEST LAFAYETTE, Indiana - May 27,1998 - Great Lakes Chemical Corporation
(NYSE:GLK) today commented on the apparent dramatic change in the company's
stock price at the close of yesterday's trading versus Friday's closing
price.
Beginning Tuesday, Great Lakes' stock traded without the value of
Octel Corp. included. As a result of Octel being spun off to Great Lakes'
shareholders, Octel began trading on the NYSE under the symbol "OTL".
To understand the change in share price, consider the trading
value of the newly created Octel Corp. The value of GLK shares, including
Octel, closed at $46 5/8 this past Friday. The value of Octel shares
trading today ranged from $5 to $6 per share. GLK is currently trading at
roughly $42 per share. The combined value of the two securities trading
separately approximates the value of the "old" GLK. Among a variety of
other factors, market forces will dictate the future price movements of the
respective securities.
Great Lakes Chemical Corporation is the world's leading producer
of certain specialty chemical such as flame retardants, polymer
stabilizers, fire extinguishants, water treatment chemicals, as well as a
growing line of performance and fine chemicals.
# # #
For more information: Jeffrey Potrzebowski - Analysts
Gregory Griffith - Media
(765) 497-6218
