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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
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
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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 OR OTHER JURISDICTIONS (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
ONE GREAT LAKES BOULEVARD, P. O. BOX 2200
WEST LAFAYETTE, INDIANA 47906
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (765) 497-6100
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The undersigned registrant hereby amends the following item of its current
report on Form 8-K dated June 5, 1998, reporting an event on May 22, 1998, as
set forth in the pages attached hereto.
ITEM 7. Financial Statements, Pro Forma Information and Exhibits
(a) Not applicable
(b) Pro Forma Information
Pro-Forma Consolidated Financial Statements
On May 22, 1998, the Company completed the distribution (the "Distribution") of
its petroleum additives business, Octel Corp. ("Octel"), to its shareholders.
The stock distribution was made to shareholders of record of Great Lakes common
stock on May 15, 1998. Shareholders received one share of Octel common stock
for every four shares of Great Lakes common stock held as of that date.
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Prior to the Distribution, Octel borrowed approximately $430 million. The
borrowing, along with available cash, was used to repay intercompany borrowings
and to pay a special dividend to Great Lakes.
The following Unaudited Pro Forma Consolidated Financial Statements are based on
the historical financial statements of Great Lakes for the periods presented
adjusted to give effect to (1) the payments and special dividend received from
Octel and (2) the distribution of Octel shares to the Great Lakes shareholders.
The unaudited Pro Forma Condensed Consolidated Income Statements from Continuing
Operations gives effect to the transaction if it had occurred at the beginning
of the period presented and the unaudited Pro Forma Condensed Consolidated
Balance Sheet gives effect to the transaction as if it occurred March 31, 1998.
The adjustments are described in the accompanying notes to the Pro Forma
Consolidated Financial Statements.
The Unaudited Pro Forma Financial Statements are based upon available
information and certain assumptions that management believes are reasonable. The
Unaudited Pro Forma Financial Statements do not purport to represent what the
Company's results of operations or financial condition would actually have been
had the Distribution in fact occurred on such dates or to project the Company's
results of operations or financial condition for any future period or date. The
Unaudited Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Company which are included in the Annual
Report for the year ended December 31, 1997 on Form 10-K and the Quarterly
Report for the quarter ended March 31, 1998 on Form 10-Q.
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GREAT LAKES CHEMICAL CORPORATION
Pro Forma Condensed Consolidated Income Statements from Continuing Operations
March 31, 1998 and December 31, 1997
(Unaudited)
(in millions, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998 Year Ended December 31, 1997
--------------------------------- ----------------------------
Historically Pro Forma Historically Pro Forma
Reported Adjustments Pro Forma Reported Adjustments Pro Forma
-------- ----------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ 334.8 - 334.8 $1,311.2 - 1,311.2
Operating Expenses 303.0 - 303.0 1,169.4 - 1,169.4
-------- ----------- --------- -------- ----------- ---------
Operating Income 31.8 - 31.8 141.8 - 141.8
Interest and Other Income 8.2 4.7 12.9 31.7 19.0 50.7
Interest and Other Expense 12.4 (1.6) 10.8 56.3 (6.4) 49.9
-------- ----------- --------- -------- ----------- ---------
Income Before Income
Taxes 27.6 6.3 33.9 117.2 25.4 142.6
Income Taxes 10.3 2.3 12.6 45.4 9.1 54.5
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Net Income $ 17.3 4.0 21.3 $ 71.8 16.3 88.1
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Earnings per Share
Basic $ 0.29 0.36 $ 1.20 1.47
Diluted $ 0.29 0.36 $ 1.19 1.46
Average Shares Outstanding
Basic 58,991 58,991 60,041 60,041
Diluted 59,228 59,228 60,297 60,297
</TABLE>
See Notes to Pro Forma Financial Statements.
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GREAT LAKES CHEMICAL CORPORATION
Pro Forma Condensed Consolidated Balance Sheet
March 31,1998
(Unaudited)
( in millions )
<TABLE>
<CAPTION>
Historically Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
<S> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 84.6 352.0 436.6
Accounts and notes receivable, net 283.3 - 283.3
Inventories 317.2 - 317.2
Prepaid expenses 28.8 - 28.8
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Total current assets 713.9 352.0 1,065.9
Plant and Equipment, net 671.5 - 671.5
Goodwill 115.4 - 115.4
Investments in and Advances to
Unconsolidated Affiliates 73.4 - 73.4
Other Assets 28.0 - 28.0
Net Assets of Discontinued Operations 714.0 (604.0) 110.0
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$ 2,316.2 (252.0) 2,064.2
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Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 244.5 - 244.5
Income taxes payable 29.3 108.0 137.3
Other current liabilities 16.4 - 16.4
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Total current liabilities 290.2 108.0 398.2
Long-Term Debt 579.8 (87.0) 492.8
Other Noncurrent Liabilities 41.8 - 41.8
Deferred Income Taxes 65.1 - 65.1
Stockholders' Equity 1,339.3 (273.0) 1,066.3
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$ 2,316.2 (252.0) 2,064.2
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</TABLE>
See Notes to Pro Forma Financial Statements
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Notes to Pro Forma Financial Statements
Pro Forma Balance Sheet adjustments reflect (1) the receipt of $439 million
from Octel after March 31, 1998 of which $352 million is added to short-term
investments and $87 million is used to reduce debt, (2) the assumption of a
$108 million income tax liability and (3) a $273 million reduction in retained
earnings due to the distribution of Octel. In addition, approximately $30
million was received from Octel during the first quarter of 1998 and was used
to reduce debt.
Pro Forma Income Statement adjustments reflect the estimated interest income
and reduced interest expense resulting from the receipt noted above and the
related income tax expense.
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
Date July 17, 1998 By: /s/ Robert J. Smith
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Name: Robert J. Smith
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Title: Vice President, Controller
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