UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-20411
MISSISSIPPI CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0292638
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(State or other jurisdiction of incorporation or (IRS Employer
organization) Identification Number)
3622 Highway 49 East, P.O. Box 388, Yazoo City, MS 39194
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (662) 746-4131
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------------------- -----------------------------------------
Common Stock, par value $.01 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At September 15, 2000, Mississippi Chemical Corporation had 26,142,890 shares
of common stock, par value $0.01, outstanding. The Company estimates that the
aggregate market value of the common stock on September 15, 2000 (based upon
the prior day's closing price ($3.875) of the common stock on the New York
Stock Exchange), held by nonaffiliates was approximately $96,005,822. Shares
of common stock held by each officer, director, and holder of 10% or more of
the outstanding common stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for fiscal year ended June 30, 2000 (Item 1 in
Part I; Items 5, 6, 7, 7A and 8 in Part II; and Item 14 in Part IV).
Proxy Statement for Annual Meeting of Shareholders to be held on November 7,
2000 (Items 10, 11, 12 and 13 in Part III).
INDEX TO EXHIBITS BEGINS ON PAGE 19
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Mississippi Chemical Corporation (the "Company") was incorporated in
Mississippi on May 23, 1994, and is the successor by merger, effective July 1,
1994, to a business which was incorporated in Mississippi in September 1948 as
the first fertilizer cooperative in the United States (the "Cooperative").
The address of the Company's principal executive office is Owen Cooper
Administration Building, 3622 Highway 49 East, Yazoo City, Mississippi 39194,
and its telephone number is (662) 746-4131. The Company maintains a site on
the World Wide Web at www.misschem.com. Information appearing on the Company's
website should not be considered a part of this Annual Report on Form 10-K.
The term "Company" includes Mississippi Chemical Corporation and its
subsidiaries and affiliates: Mississippi Phosphates Corporation; Mississippi
Potash, Inc.; Eddy Potash, Inc.; Mississippi Nitrogen, Inc.; MissChem Nitrogen,
L.L.C.; Triad Nitrogen, L.L.C.; TNI Barge, Inc.; MCC Investments, Inc.; NSI
Land Corporation (merged into the Company June 30, 2000); Mississippi Chemical
Management Company; Mississippi Chemical Company, L.P.; Mississippi Chemical
Holdings, Inc.; MissChem (Barbados) SRL; and MissChem Trinidad Limited.
References to the Company's operations prior to July 1, 1994, refer to the
Cooperative's operations.
The principal business of the Cooperative was to provide fertilizer products
to its shareholders pursuant to preferred patronage rights that gave the
shareholders the right to purchase fertilizer products and receive a patronage
refund on those purchases. On June 28, 1994, the shareholders of the
Cooperative approved a plan of reorganization (the "Reorganization"), pursuant
to which the Cooperative was merged into the Company. As a result of the
Reorganization, the capital stock of the Cooperative was converted into common
stock and/or cash, and the Company began to operate as a regular business
corporation. Since the Reorganization, the Company has sold the fertilizer
products produced at its facilities to agricultural and industrial customers
around the world. Any reference to an industrial customer or user herein
includes, but is not limited to, producers who convert products purchased from
the Company to other fertilizer products.
OPERATING SEGMENTS
The Company has three reportable operating segments: nitrogen, phosphates
and potash. The amounts of revenue, operating profit or loss and identifiable
assets attributable to each of our segments is set forth in our 2000 Annual
Report to Shareholders under the caption "Note 10-Segment Information"
contained in the "Notes to Consolidated Financial Statements," which
information is incorporated herein by reference. Additional information about
each operating segment is set forth below.
NITROGEN
PRODUCTS
The Company produces nitrogen products at its production facilities in Yazoo
City, Mississippi, Donaldsonville, Louisiana, Faustina, Louisiana, and Point
Lisas, The Republic of Trinidad and Tobago, through its 50/50 joint venture
with Farmland Industries, Inc., known as Farmland MissChem Limited ("Farmland
MissChem"). The Company's principal nitrogen products include anhydrous
ammonia; fertilizer-grade ammonium nitrate, which is sold under the Company's
trade name Amtrate(R); UAN solution, which is sold under the Company's trade
name N-Sol 32(R); urea; and nitric acid. Each of the Company's nitrogen
products has its own distinct characteristics that produce agronomic
preferences among end-users.
In fiscal 2000, the Company sold approximately 3.0 million tons of nitrogen
products to fertilizer dealers and distributors and industrial users located
primarily in the southern United States, as compared to approximately 2.7
million tons of nitrogen products in fiscal 1999. The increase in tons sold
in fiscal 2000 is primarily due to increased volumes of UAN solution and
anhydrous ammonia. Sales of nitrogen products by the Company in fiscal 2000
were $290.6 million, which represented approximately 60% of net sales.
AMMONIA. The basic nitrogen product is anhydrous ammonia, which is a
necessary raw material for the production of the Company's other nitrogen
products. Anhydrous ammonia, which is 82% nitrogen, is the most concentrated
nitrogen product available. It is synthesized as a gas under high temperature
and pressure. The Company uses natural gas, atmospheric nitrogen, and steam
to produce anhydrous ammonia.
In fiscal 2000, the Company produced approximately 1,571,000 tons of
anhydrous ammonia at its Yazoo City and Donaldsonville facilities. The
Company is obligated by contract to purchase one-half of the ammonia
(approximately 350,000 tons per year) produced by Farmland MissChem at a
discount to market, subject to a minimum price. In fiscal 2000, the Company
purchased approximately 354,000 tons pursuant to its contract with Farmland
MissChem. In fiscal 2000, the Company sold approximately 890,000 tons of
anhydrous ammonia as a raw material for industrial users and 59,000 tons as a
primary fertilizer for direct application to crops. The Company consumed
approximately 970,000 tons of anhydrous ammonia as a raw material to
manufacture its other nitrogen products and diammonium phosphate at its
Pascagoula facility.
AMMONIUM NITRATE. The Company is the largest manufacturer and marketer of
agricultural-grade ammonium nitrate fertilizer in the United States. Ammonium
nitrate, which is 34% nitrogen, is produced by reacting anhydrous ammonia and
nitric acid. Ammonium nitrate is less subject to volatilization (evaporation)
losses than other nitrogen products. Due to its stable nature, ammonium
nitrate is the product of choice for such uses as pastures and no-till row
crops where fertilizer is spread upon the surface and is subject to
volatilization losses. The use of conservation tillage, which reduces soil
erosion, is increasing in the United States and should have a positive impact
on ammonium nitrate demand.
The Company produced approximately 746,000 tons of solid ammonium nitrate
fertilizer at its Yazoo City facility in fiscal 2000. The Company sold
approximately 732,000 tons of solid ammonium nitrate fertilizer to fertilizer
dealers and distributors and approximately 8,000 tons of ammonium nitrate
synthesis to industrial users in fiscal 2000. The solid ammonium nitrate
produced by the Company is sold under the registered trade name Amtrate(R).
UAN SOLUTION. The Company produced approximately 546,000 tons of UAN
solution at its Yazoo City facility in fiscal 2000. The Company sold
approximately 625,000 tons of UAN solution to fertilizer dealers and
distributors in fiscal 2000 under the registered trade name N-Sol 32(R). In
addition, the Company purchased and resold approximately 37,000 tons of UAN
solution in fiscal 2000. N-Sol 32(R) is a 32% nitrogen product that is made
by mixing urea liquor and ammonium nitrate liquor. N-Sol 32(R) is used as a
direct application product for cotton, corn, grains, and pastures, as well as
for use in liquid fertilizer blends. Over the past 20 years, there has been a
substantial increase in the use of UAN solution as a part of the overall
growth in the agricultural consumption of nitrogen products in the United
States.
UREA. In fiscal 2000, the Company produced approximately 582,000 tons of
prilled urea, urea melt, and granular urea at its Donaldsonville and Faustina
facilities. The Company sold approximately 357,000 tons of prilled urea,
approximately 155,000 tons of urea melt, approximately 49,000 tons of granular
urea, and approximately 21,000 tons of urea synthesis in fiscal 2000. Urea is
synthesized by the reaction of ammonia and carbon dioxide. At 46% nitrogen by
weight, urea is the most concentrated form of dry nitrogen. Because urea
undergoes a complex series of changes within the soil before the nitrogen it
contains is ultimately converted into a form that can be used by plants, it is
considered a long-lasting form of nitrogen. As a fertilizer product, urea is
acceptable as both a direct-application material and as an ingredient in
fertilizer blends. Approximately 65% of the Company's urea tons sold in fiscal
2000 were to industrial users and manufacturers of animal feeds. The remainder
of the urea sales were to fertilizer dealers and distributors.
NITRIC ACID. In fiscal 2000, the Company produced approximately 831,000
tons of nitric acid at its Yazoo City facility. The Company sold
approximately 40,000 tons of nitric acid to industrial users and used the
balance of nitric acid produced in fiscal 2000 as a raw material for the
production of Amtrate(R) and N-Sol 32(R). Nitric acid is used by industrial
customers to produce end products such as nylon fibers, polyurethane foams,
rubber chemicals and specialty fibers. The Yazoo City facility is the largest
capacity nitric acid facility in the United States.
PRODUCTION AND PROPERTIES
YAZOO CITY, MISSISSIPPI. The Yazoo City facility is a closely integrated,
multiplant production complex located on approximately 527 acres, with
approximately 60 acres of such land subject to a long-term lease with Yazoo
County, Mississippi. The complex includes two anhydrous ammonia plants, five
nitric acid plants, an ammonium nitrate plant, two urea plants, and a UAN
solution plant.
The Company's annual anhydrous ammonia production capacity at the Yazoo City
facility is approximately 685,000 tons, and its annual solid ammonium nitrate
production capacity is approximately 900,000 tons. The Yazoo City facility
also has annual nitric acid production capacity of approximately 1,055,000
tons, annual UAN solution production capacity of approximately 588,000 tons,
and annual urea synthesis production capacity of approximately 197,000 tons.
The plant has storage facilities for ammonia (36,000 tons), nitric acid (4,300
tons), ammonium nitrate (51,700 tons), and UAN solution (48,000 tons).
The Yazoo City facility includes a 20.5 megawatt cogeneration facility that
produces significant savings by the simultaneous generation of electricity and
steam. Adequate backup electricity and water supply are available. The Yazoo
City plant and the port facility have direct access to barge, rail, and truck
transportation and the Yazoo City plant is strategically located for the
purchase of competitively priced natural gas. Adjacent to the Yazoo City
plant, the Company owns its corporate headquarters that contains approximately
65,000 square feet of office space.
DONALDSONVILLE, LOUISIANA. The Donaldsonville facility is a closely
integrated, multiplant nitrogen complex located on approximately 766 acres
fronting the Mississippi River at Donaldsonville, Louisiana. The facility
includes two anhydrous ammonia plants with a combined annual production
capacity of approximately 1,043,000 tons and a urea plant with an annual urea
synthesis production capacity of approximately 578,000 tons and an annual
prilled urea capacity of approximately 396,000 tons. The plant has storage
facilities for anhydrous ammonia (60,000 tons) and urea (40,000 tons).
The Donaldsonville facility has ready access to rail, truck, and ammonia
pipeline transportation. The plant is also equipped with a deep-water port
facility on the Mississippi River, allowing access to economical oceangoing
vessel and barge transportation for its urea and ammonia products. The
facility has adequate supplies of electricity and water and is well-positioned
for the purchase of competitively priced natural gas.
FAUSTINA, LOUISIANA. The Faustina facility consists of one urea synthesis
plant feeding two granulation trains that fronts the Mississippi River at
Faustina, Louisiana. The Faustina facility has an annual production capacity
of approximately 260,000 tons. The Company operates the Faustina facility in
conjunction with its Donaldsonville facility located approximately one mile
away. The Faustina facility has ready access to rail, ammonia pipeline
transportation, and economical oceangoing vessel and barge transportation for
its urea product and approximately 8,400 tons of storage capacity.
The Company acquired the Faustina facility on April 14, 2000, from
IMC-Agrico Company, a joint venture of IMC Global, Inc., and Phosphate
Resource Partners Limited Partnership. The parties agreed not to disclose the
terms of the transaction; however, the purchase price was not material to
either company. The Faustina facility is located within the IMC-Agrico
fertilizer complex, and IMC-Agrico leases the land underlying the Faustina
facility to the Company pursuant to a long-term lease agreement. In addition,
IMC-Agrico provides certain utilities and services to the Faustina plant,
including the carbon dioxide (CO2) necessary for the production of urea. The
CO2 supplied by IMC-Agrico is a by-product of its ammonia production process.
As a result, the Company is unable to operate the Faustina facility when there
is no ammonia production at the IMC-Agrico facility.
TRINIDAD. The Farmland MissChem facility has an annual production capacity
attributable to the Company of approximately 357,000 tons. In fiscal 2000,
the Company purchased approximately 354,000 tons of ammonia from the Farmland
MissChem facility. This ammonia was used as a raw material for upgrading into
finished fertilizer products at the Company's existing facilities and to meet
the Company's contractual commitments to certain industrial customers.
MARKETING AND DISTRIBUTION
The Company sells its nitrogen products to fertilizer dealers and
distributors as well as industrial users located primarily in the southern
region of the United States where its facilities are located. Although the
Company has traditionally sold the majority of its nitrogen products through
the agricultural fertilizer distribution chain, the Company is working to
increase the amount of nitrogen product sold to industrial users in order to
reduce the Company's exposure to the seasonal and cyclical nature of the
agricultural fertilizer markets. In fiscal 2000, approximately 50% of the
Company's nitrogen product net sales revenues were from industrial users.
In the fertilizer distribution chain, distributors operate as wholesalers
supplying dealers who, in turn, sell directly to farmers. Larger customers
(distributors and large multilocation dealers) arrange for distribution,
storage, and financing of nitrogen products. The majority of the Company's
agricultural sales are made to distributors and large dealers in the Company's
primary trade area. The ten states that make up the Company's primary trade
area are Mississippi, Texas, Alabama, Louisiana, Tennessee, Georgia, Kentucky,
Arkansas, Missouri and Florida.
The Company transports its nitrogen products by barge, rail, pipeline, truck
and oceangoing vessels. The Company's distribution network includes numerous
trucks, a pipeline that pumps UAN solution from its Yazoo City plant to its
Yazoo River port facility, and 24 owned or leased nitrogen warehouses and
terminals, consisting of approximately 250,000 tons of total capacity, that
are strategically placed in high-consumption areas in Alabama, Arkansas,
California, Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri,
Ohio, and Texas. The Company also owns a 50% interest in an ammonia storage
terminal in Pasadena, Texas, and a 50% interest in FMCL Limited Liability
Company ("FMCL"), a joint venture with Farmland Industries, Inc., that
provides transportation of ammonia from the Farmland MissChem facility in
Trinidad to the United States and other world markets. FMCL has executed two
long-term time charter agreements for oceangoing vessels with a European
shipowner. Both agreements establish a fixed charter rate for the vessels
during the entire time that the agreements are in effect. The Company
believes that the time charter agreements provide a hedge against unfavorable
fluctuations in shipping rates and will be a cost-effective method of
transporting its Trinidad product.
RAW MATERIALS
NATURAL GAS. Natural gas is the primary raw material used by the Company in
the manufacture of nitrogen products. Natural gas is used both as a chemical
feedstock and as a fuel to produce anhydrous ammonia that is then upgraded into
other nitrogen products. During fiscal 2000, natural gas prices reached record
highs and the cost of natural gas represented approximately 78% of the
Company's cost of producing ammonia. Because there are no commercially
feasible alternatives for natural gas in the production of ammonia, the
economic success of the Company's nitrogen business depends upon the
availability of reasonably priced natural gas relative to the prevailing
market price for ammonia.
In today's natural gas market, the Company's total delivered natural gas
cost generally consists of two components--the market price of the natural gas
in the producing area at the point of delivery into a pipeline and the fee
charged by the pipeline for transporting the natural gas to the Company's
plants. The cost of the transportation component can vary substantially
depending on whether or not the pipeline has to compete for business.
Therefore, it is extremely important to the Company's competitiveness that it
have access to multiple natural gas sources and transportation services. In
addition to the impact on transmission costs, access alternatives enable the
Company to benefit from natural gas price differences that may exist from time
to time in the various natural gas producing areas.
The natural gas requirements of the Yazoo City facility are approximately
70,000 Mcf per day. The Company receives the majority of its natural gas
requirements for the Yazoo City facility from El Paso Merchant
Energy--Gas, L.P. ("El Paso"), a subsidiary of El Paso Energy Corporation.
The Company's agreement with El Paso allows for the firm delivery of gas, at
market-related prices, through the Yazoo City facility's direct connections to
the interstate pipeline systems operated by Southern Natural Gas Company
("Southern"), a subsidiary of El Paso Energy Corporation, and Texas Eastern
Transmission Corporation. Pursue Energy Corporation ("Pursue") continues to
be another major natural gas supplier of the Yazoo City facility from its
reserves located in Rankin County, Mississippi. In addition, the Company's
60-mile, 12-inch-diameter natural gas pipeline provides the plant with direct
access to the Pursue reserves, along with low-cost transportation of the Pursue
gas; direct access to an additional interstate pipeline; and direct access to a
large intrastate gathering and transmission system in southern Mississippi. As
a result of this access to multiple sources, the Company benefits from
competition for the transportation and supply of natural gas.
Natural gas requirements for the Donaldsonville facility are approximately
105,000 Mcf per day. The Donaldsonville facility is located in one of the
primary natural gas producing regions of the United States. The facility is
currently connected to five intrastate pipeline systems and benefits from
competition among the many suppliers that have transport capabilities on the
intrastate lines. All of the Donaldsonville facility's current natural gas
requirements are being supplied under fixed-term contracts with Bridgeline Gas
Marketing LLC, an affiliate of Enron North America Corp. and Texaco Exploration
and Production, Inc.; Amoco Energy Trading Corporation; Noble Gas Marketing,
Inc.; Reliant Energy Services, Inc.; and Coral Energy Resources, L.P. These
contracts provide for market-sensitive pricing and firm delivery supply
commitments.
As a result of favorable access to natural gas supplies at the Yazoo City
and Donaldsonville facilities, the Company believes that the loss of any
particular supplier would not have a material impact on plant operations at
either location. There have been no significant supply interruptions at
either location.
Relative to fiscal 1999 levels, the Company's delivered cost of domestic
natural gas increased approximately 25%. Gas prices can be influenced
significantly by short-term factors such as weather, storage levels, gas
transportation interruptions, and competing fuel prices. The Company uses
natural gas futures contracts to hedge against the risk of market fluctuations
in the cost of natural gas.
AMMONIA. Ammonia is a necessary raw material for production of the
Company's other nitrogen products. The Company supplied practically all of
its ammonia requirements in fiscal 2000. Third-party ammonia purchases by the
Company from outside suppliers in fiscal 2000 for production of its other
nitrogen products totaled only approximately 6,600 tons. The Company
anticipates that it will be able to supply substantially all of its ammonia
requirements in fiscal 2001 from the Company's ammonia plants at the Yazoo
City facility, the Donaldsonville facility, and the Trinidad facility.
However, high natural gas prices may make it more economical to purchase
ammonia than to produce ammonia.
PHOSPHATE
PRODUCTS
The Company produces diammonium phosphate fertilizer ("DAP") at its facility
in Pascagoula, Mississippi. In fiscal 2000, the Company produced approximately
779,000 tons of DAP and sold approximately 762,000 tons. Sales of DAP by the
Company in fiscal 2000 were $103.5 million, which represented approximately 21%
of net sales.
DAP is the most common form of phosphate fertilizer. DAP is produced by
reacting phosphate rock with sulfuric acid to produce phosphoric acid, which is
then combined with ammonia. DAP contains 18% nitrogen and 46% phosphate (P205)
by weight. DAP is an important fertilizer product both for direct application
and for use in blended fertilizers applied to all major types of row crops.
PRODUCTION AND PROPERTIES
The Company's phosphate production complex in Pascagoula, Mississippi, is
located on approximately 2,230 acres. The Pascagoula facility is a closely
integrated, multiplant phosphatic fertilizer complex where the primary
facilities are two phosphoric acid plants, two sulfuric acid plants, and a DAP
granulation plant. The phosphoric acid plants have an annual production
capacity of approximately 427,000 tons, the two sulfuric acid plants have a
combined annual production capacity of approximately 1,225,000 tons, and the
DAP granulation plant has an annual production capacity of approximately
900,000 tons.
The plant has storage facilities for finished product (70,000 tons), as well
as for the primary raw materials: phosphate rock (100,000 tons), sulfur (9,000
tons), and ammonia (25,000 tons). All of the phosphate rock used by the
Company is purchased pursuant to a single supply contract with Office Cherifien
des Phosphates ("OCP"), the national phosphate company of Morocco.
The plant site fronts a deep-water channel that provides direct access to
the Gulf of Mexico. The complex contains docks and off-loading facilities for
receiving shipload quantities of phosphate rock, sulfur, and ammonia and for
out-loading DAP. The plant's location on deep water provides the Company with
an outbound freight cost advantage over central Florida DAP producers with
respect to international shipments and domestic shipments along the Mississippi
River system.
MARKETING AND DISTRIBUTION
Since October 1, 1997, all of the Company's export sales of DAP have been
made through Phosphate Chemicals Export Association, Inc., a Webb-Pomerene
corporation known as PhosChem, and all domestic sales of DAP have been made
through the Company's internal sales staff. In fiscal 2000, approximately 65%
of the DAP tonnage sold by the Company was sold into international markets
through PhosChem to Belize, China, Guyana, India, Mexico, Pakistan, and
Thailand. China, Thailand, and India received approximately 41%, 24%, and
18%, respectively, of the DAP tonnage exported by the Company in fiscal 2000.
Most domestic sales are made in barge-lot quantities to major fertilizer
distributors and dealers located on the Mississippi River system. The vast
majority of the Company's DAP is transported by ship and barge, although truck
and rail access is also available.
RAW MATERIALS
PHOSPHATE ROCK. Phosphate rock is one of the primary raw materials used in
the manufacture of DAP. The Pascagoula facility's requirements for phosphate
rock are approximately 1.5 million tons per year. On September 15, 1991, the
Company entered into a ten-year contract with OCP to supply all of the
phosphate rock requirements of the Pascagoula facility. The term of this
contract has been extended to June 30, 2016. OCP, the national phosphate
company of Morocco, is the world's largest producer and exporter of phosphate
rock and upgraded phosphates. The contract price for phosphate rock is based
on phosphate rock costs incurred by certain domestic competitors of the Company
and on the operating performance of the Company's phosphate operations. Under
this formula, the Company realizes favorable phosphate rock prices and is
afforded significant protection during periods when market conditions are
depressed. Conversely, in favorable markets, when the Company's DAP operations
are profitable, the contract price of phosphate rock will escalate based on the
profitability of its DAP operations. Pursuant to this contract, the Company
and OCP are required to negotiate further adjustments as needed to maintain
the viability and economic competitiveness of the Pascagoula plant. The
strategic alliance with OCP has functioned effectively since inception, and
the Company considers its relations with OCP to be very good.
SULFUR. Sulfur is used in the manufacture of sulfuric acid at the
Pascagoula plant. Sulfur is in adequate supply and is available on the open
market in quantities sufficient to satisfy the Company's current requirements,
which are approximately 330,000 tons per year. The location of the Company's
plant at Pascagoula, Mississippi, near major oil and gas fields that supply
substantial amounts of sulfur, provides the Company with a strategic advantage
in the purchase of sulfur over its Florida competitors.
AMMONIA. Ammonia is a necessary raw material for production of DAP.
Third-party ammonia purchases by the Company from outside suppliers in fiscal
2000 for use as a raw material in the production of DAP were only approximately
9,000 tons. The Company anticipates that it will be able to supply all of its
ammonia requirements in fiscal 2001 from the Company's ammonia plants at the
Donaldsonville facility and the Trinidad facility. However, high natural gas
prices may make it more economical to purchase ammonia than to produce ammonia.
POTASH
PRODUCTS
The Company produces potash at two mines and related facilities near
Carlsbad, New Mexico, which are referred to by the Company as the "East
Facility" and the "West Facility." The Company also operates a granular
compaction plant near the East and West Facilities which is referred to as the
"North Facility." In fiscal 2000, the Company produced approximately 955,000
tons of potash and sold approximately 1,012,000 tons, primarily in granular
form. Sales of potash products by the Company in fiscal 2000 were
approximately $89.8 million, which represented approximately 19% of net sales.
The Company's potash is mined from subterranean salt deposits containing a
mixture of potassium chloride and sodium chloride. The Carlsbad, New Mexico,
potash deposits are located from 800 to 1,200 feet below the surface. Potash
is produced in a refining process by which the potassium chloride is separated
from the sodium chloride.
Potash is an important fertilizer product for both direct application and
for use in blended fertilizers applied to all types of crops. In addition,
certain forms of potash can be used as a raw material in the production of
industrial products such as potassium hydroxide and potassium nitrate.
PRODUCTION AND PROPERTIES
The West Facility, which consists of a potash mine and refinery, has an
annual production capacity of approximately 523,000 tons of red potash. The
West Facility is located on approximately 1,046 acres that are subject to
long-term federal potassium leases. All of the refined product produced at
the West Facility is transported to the North Facility compaction plant where
the vast majority is converted to granular form and is sold to agricultural
fertilizer dealers and distributors. A small portion of the production from
the West Facility is sold directly as a standard grade product. The North
Facility has an annual granulation capacity of approximately 550,000 tons and
is located on approximately 1,387 acres, with approximately 1,027 acres of
such land subject to long-term federal potassium leases. Located contiguous
to the North Facility are storage (160,000-ton capacity) and shipping
facilities from which the finished product is transported by rail and truck to
agricultural customers in both the domestic and export markets.
The East Facility, which has an annual production capacity of approximately
560,000 tons of white potash, consists of a potash mine, refinery, and
compaction plant. All of the refined product produced at the East Facility is
a higher-purity white potash in standard form. The East Facility is located
on approximately 1,609 acres, with approximately 1,289 acres of such land
subject to long-term federal and state potassium leases. Approximately 45% of
the East Facility production is converted to a granular form at the on-site
compaction plant and sold as an agricultural fertilizer. The remaining 55% is
sold to agricultural and industrial users in its original standard form. The
East Facility also has storage (160,000-ton capacity) and shipping facilities
suitable for the distribution of product by rail and truck to the Company's
agricultural and industrial customers.
On December 3, 1997, the Company suspended the plant operations of Eddy
Potash because the depletion of the higher-grade ore zone rendered the
continued operation of conventional mining methods at Eddy Potash
uneconomical. The Company continues to evaluate alternative mining methods
for the Eddy Potash reserves.
The Company's potash reserves are controlled under long-term federal and
state potassium leases on approximately 92,000 surface acres, which consist of
approximately 181,000 subsurface acres due to the naturally occurring overlap
of ore zones in the Carlsbad potash basin. The estimates of potash ore
reserves provided below were calculated using the latest bore hole data and
sophisticated modeling programs, which were completed in April 2000.
The Company's proven and probable reserves at the West Facility are
estimated to be 276 million tons (the "West Facility Reserves") with an average
grade of 15.5% K2O. The Company estimates that it can mine 259 million tons of
the West Facility Reserves at an average grade of 14.6% K2O using current
mining technology. The Company's proven and probable reserves at the North
Facility are estimated to be 95 million tons (the "North Facility Reserves")
with an average grade of 14.6% K2O. The Company estimates that it can mine 79
million tons of the North Facility Reserves at an average grade of 14.6% K2O
using current mining technology. The Company's proven and probable reserves
at the East Facility are estimated to be 137 million tons (the "East Facility
Reserves") with an average grade of 14.9% K2O. The Company estimates that it
can mine 116 million tons of the East Facility Reserves at an average grade of
14.0% K2O using current mining technology.
The Company's total proven and probable reserves (the "Total Reserves") are
estimated to be 508 million tons with an average grade of 15.2% K2O. The
Company estimates that it can mine 455 million tons of the Total Reserves at
an average grade of 14.4% K2O (the "Mineable Reserves") using current mining
technology and that the Mineable Reserves will yield 87 million tons of
muriate of potash ("KCL") available for sale to customers. Eddy Potash's
reserves are excluded since these estimates include only the reserves which
can be economically recovered by conventional mining techniques. At current
production rates and with current mining technology, the Company's Total
Reserves have a remaining life of several decades.
MARKETING AND DISTRIBUTION
The majority of the Company's agricultural potash sales are in domestic
markets in the states west of the Mississippi River where it enjoys freight
cost advantages over Canadian and overseas potash producers. In order to
increase profit margins, domestic sales are targeted for locations along the
freight route of the Burlington Northern Santa Fe Railroad. Domestic potash
marketing is coordinated from a sales office located in Dallas, Texas. In
addition to the potash storage facilities in Carlsbad, the Company distributes
domestic potash sales through 8 owned or leased potash storage and distribution
facilities in California, Louisiana, Mississippi, and Missouri, which have a
combined total storage capacity of approximately 23,000 tons. Approximately
18% of the fiscal 2000 potash sales were to industrial customers, with the
remainder of sales to agricultural customers. Approximately 21% of the
Company's fiscal 2000 potash tons sold were to international markets. The
Company's export sales are made through Potash Corporation of Saskatchewan
Sales Limited. The fiscal 2000 export sales were to Brazil, Colombia,
Dominican Republic, Ecuador, Japan, Martinique, Mexico, Nicaragua, South
Africa, and Venezuela. Potash for export is transported by rail to Mexico
and to terminal facilities on the Texas Gulf Coast, where it is loaded onto
oceangoing vessels for shipment.
<PAGE>
CERTAIN BUSINESS FACTORS
COMPETITION
Since fertilizers are global commodities available from numerous sources,
fertilizer suppliers compete primarily on the basis of delivered price. Other
competitive factors include product quality, customer service, plant
efficiency, and availability of product. The Company competes with a broad
range of domestic producers, including farmer cooperatives, subsidiaries of
larger companies, integrated energy companies, and independent fertilizer
companies. Many of the Company's domestic competitors have larger financial
resources and sales than the Company. The Company also competes with foreign
producers. Foreign competitors often have access to cheaper raw materials or
are owned or subsidized by their governments and, as a result, may have cost
advantages over domestic companies. Additionally, foreign competitors are
frequently motivated by nonmarket factors such as the need for hard currency.
NITROGEN
The Company produces and sells its nitrogen products primarily in the
southern United States where it enjoys a logistical and freight advantage over
foreign competitors and certain domestic competitors. However, dealers and
distributors located in this region re-market a substantial quantity of these
nitrogen products to end users outside of the southern United States. Because
competition is based largely on the delivered price, maintaining low production
costs is critical to competitiveness. Natural gas comprises a significant
portion of the raw materials cost of the Company's nitrogen products.
Competitive natural gas purchasing is essential to maintaining the Company's
cost competitiveness. This is especially true considering that certain foreign
competitors can purchase natural gas at a lower price than the price typically
paid by the Company. Also important is efficient use of this gas because of
the energy-intensive nature of the nitrogen business. Therefore,
cost-competitive production facilities that allow flexible upgrading of ammonia
to other finished products are critical to a low-cost competitive position. In
the highly fragmented nitrogen market, product quality and customer service
also can be sources of product differentiation.
PHOSPHATE
The Company customarily sells approximately two-thirds of its DAP in
international markets. The U.S. phosphate industry has become more
concentrated as a result of recent consolidations and joint ventures, and the
Company is smaller than most of its competitors in terms of resources and
sales. Most of the Company's principal competitors have captive sources of
some or all of the raw materials, and this may provide them with cost
advantages. The Company's long-term phosphate rock contract with OCP has a
flexible pricing mechanism that is a key element to the Company's ability to
compete.
POTASH
Most potash consumed in the United States is provided by large Canadian
producers who have economies of scale and lower variable costs than their U.S.
counterparts. Over 80% of U.S. potash production capacity is located in the
Carlsbad, New Mexico, area. While the Carlsbad producers have higher mining
costs than the Canadian producers, this disadvantage may be offset by
logistical and freight advantages in certain markets in the southwestern
United States and the lower United States Corn Belt.
<PAGE>
COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
The Company's operations are subject to federal, state, and local laws and
regulations pertaining to the environment, among which are the Clean Air Act,
the Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Toxic
Substances Control Act, and various other federal and state statutes. The
Company's facilities require operating permits that are subject to review by
governmental agencies.
Capital expenditures related to environmental obligations for the past three
fiscal years were approximately as follows: 2000 - $500,000; 1999 -
$2.0 million; and 1998 - $8.8 million. The difference between environmental
capital expenditures in fiscal 1999 and fiscal 1998 is primarily attributable
to approximately $6.5 million of expenditures in 1998 related to the expansion
of the Yazoo City facility and the construction of the new gypsum disposal
facility at Pascagoula. Although the Company projected spending approximately
$2.4 million for environmental capital expenditures in fiscal 2000,
approximately $1.3 million of such expenditures related to the closure of the
Company's west gypsum disposal facility located at Pascagoula, Mississippi,
were deferred because the facility's projected life was extended.
Environmental capital expenditures are expected to be approximately $1.4
million for fiscal 2001 and $2.9 million for fiscal year 2002.
The Company has accrued costs for the future closure of the west gypsum
disposal facility located at Pascagoula, Mississippi. The balance of the
accrual as of June 30, 2000, is approximately $8.8 million. The Company is
currently working with regulatory officials to develop an engineering plan for
closure of the west facility. The conclusions reached in this engineering
plan will determine whether the Company has to accrue additional costs
relating to the closure of the west facility.
The Company believes that its policies and procedures now in effect are in
compliance with applicable laws and with the permits relating to the
facilities in all material respects. However, in the normal course of its
business, the Company is exposed to risks relating to possible releases of
hazardous substances into the environment. Such releases could cause
substantial damage or injuries. Environmental expenditures have been and will
continue to be material. It is impossible to predict or quantify the impact
of future environmental laws, regulations and costs.
SEASONALITY
Sales of the Company's fertilizer products to agricultural customers are
typically seasonal in nature and usually result in the Company's generating a
greater amount of net sales and operating income in the Spring (the Company's
fourth fiscal quarter). During fiscal 2000, the Company reorganized its
marketing and distribution department to meet the needs of the Company's
changing customer base and to expand its industrial market, in part in an
effort to reduce the Company's exposure to the seasonal, as well as cyclical,
agricultural market. The Company has worked to increase the percentage of its
net sales to industrial customers whose purchases are more evenly spread over
the Company's fiscal year. Approximately 36% of the Company's net sales for
fiscal year 2000 were attributable to industrial sales. The Company
anticipates that the percentage of net sales to industrial customers will
increase over the next several fiscal years.
<PAGE>
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC SALES AND OPERATIONS
The amount of revenue attributable to the Company's sales to foreign and
domestic markets over the last three fiscal years and the carrying value of
the Company's foreign and domestic assets over the last three fiscal years is
set forth in the Company's 2000 Annual Report to Shareholders under the
caption "Note 10-Segment Information" contained in the "Notes to Consolidated
Financial Statements," which information is incorporated herein by reference.
OUTLOOK AND UNCERTAINTIES
Except for the historical statements and discussions, statements set forth in
this report may constitute "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. In some cases,
forward-looking statements can be identified by the use of terminology such as
"may," "will," "expects," "believes," "plans," "anticipates," "estimates,"
"potential," or "continue," the negatives thereof or other comparable
terminology. Since these forward-looking statements rely on a number of
assumptions concerning future events, risks and other uncertainties that are
beyond the Company's ability to control or predict with certainty, actual
results may differ materially from such forward-looking statements. Future
events, risks and uncertainties that could cause a material difference in such
results include, but are not limited to:
Factors Affecting Fertilizer Demand and Prices. With virtually all of its
nitrogen net sales and approximately 82% of its total net sales in fiscal 2000
derived from domestic markets, the Company's operating results are highly
dependent upon conditions in the U.S. agricultural industry. A variety of
factors beyond the Company's control can materially affect domestic fertilizer
demand and pricing. These factors include, but are not limited to, futures
prices for crops that require significant fertilizer application, U.S. planted
acreage, government agricultural policies, projected grain stocks, crop
failure, weather, changing or unpredictable crop choices by farmers and
changes in agricultural production methods. Since fertilizers, particularly
anhydrous ammonia and urea, are also used for industrial applications,
industrial markets and the general economy can also affect product demand and
prices.
International market conditions also significantly influence the Company's
operating results. The market for fertilizers is influenced by such factors
as the relative value of the U.S. dollar and its impact upon the cost of
importing or exporting fertilizers; foreign agricultural policies; the
existence of, or changes in, import or foreign currency exchange barriers in
certain foreign markets; changes in the hard currency demands of certain
countries; and other regulatory policies of foreign governments, as well as
the laws and policies of the United States affecting foreign trade and
investment. The Company is also subject to general risks of doing business
abroad, including risks associated with economic or political instability.
As is evidenced by current increased prices for nitrogen fertilizers over the
last fiscal year and the current depressed prices for phosphatic fertilizers
over last fiscal year, fertilizer prices can be extremely volatile, with
significant price changes from one growing season to the next. Fertilizers
are global commodities and can be subject to intense price competition from
domestic and foreign sources. No assurance can be given that average realized
prices paid for the Company's fertilizer products will be at any given level.
Dependence on Natural Gas. Natural gas is the primary raw material used in
the manufacture of nitrogen products. Natural gas is used as both a chemical
feedstock and a fuel to produce anhydrous ammonia, which is then used in the
production of all other nitrogen products. Anhydrous ammonia is also a raw
material in the production of DAP. Accordingly, the Company's profitability
is dependent upon the price and availability of natural gas. A significant
increase in the price of natural gas (such as the record increases during
fiscal year 2000 which have continued through the date of this filing) that is
not recovered through an increase in the price of the Company's nitrogen
products, or an extended interruption in the supply of natural gas to its
production facilities, will have a material adverse effect on its results of
operations and financial condition.
Seasonality. The usage of fertilizer for agricultural application is
seasonal, and the Company's quarterly results reflect the fact that, in its
markets, significantly more fertilizer is customarily purchased in the Spring.
In most years, substantial portions of the Company's net sales and operating
income are generated in the last four months of its fiscal years (March
through June). Quarterly results can vary significantly from one year to the
next due primarily to weather-related shifts in planting schedules and purchase
patterns. The Company incurs appreciable expenditures for fixed costs
throughout the year and for inventory in advance of the Spring planting season.
Environmental Regulations. The Company is subject to various environmental
laws and regulations of federal, state and local governments. Significant
capital expenditures and operating costs have been incurred and will continue
to be incurred as a result of these laws and regulations. The Company cannot
predict or quantify the impact of new or changed laws or regulations. In the
normal course of business, the Company is exposed to risks such as possible
release of hazardous substances into the environment. Such releases could
cause substantial damage or injuries and result in material costs to the
Company.
Competition. Fertilizer products are global commodities, and customers base
their purchasing decisions principally on the delivered price of the product.
As a result, markets for the Company's products are highly competitive. A
number of U.S. producers compete with the Company in domestic and export
markets, and producers in other countries, including state-owned and
government-subsidized entities, compete with the Company in the United States
and in foreign markets to which the Company exports. Many of the Company's
competitors are larger and have greater financial resources than the Company.
<PAGE>
EXECUTIVE OFFICERS AND EMPLOYEES
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers are elected for a one-year term by the Board of Directors.
The Company's executive officers are as follows:
<TABLE>
OFFICE AND EMPLOYMENT DURING THE
NAME OF OFFICER AGE LAST FIVE FISCAL YEARS
<S> <C> <C>
Charles O. Dunn 52 President and Chief Executive Officer since
April 1, 1993; Executive Vice President (1988-1993)
C. E. McCraw 52 Senior Vice President-Operations since July 12,
1994; Senior Vice President-Fertilizer Group
(1991-1994)
Robert E. Jones 52 Senior Vice President-Corporate Development
effective October 1, 1997; Senior Vice President
and General Counsel (1996-1997); Vice President
and General Counsel (1989-1996)
David W. Arnold 63 Senior Vice President-Technical Group since
July 1, 1991
Timothy A. Dawson 46 Senior Vice President and Chief Financial Officer
since April 22, 1999; Vice President-Finance
(1996-1999); Director of Finance (1987-1996)
Ethel Truly 50 Vice President-Administration since January 18,
1996; Director of Administrative Services
(1995-1996); Assistant General Counsel
(1985-1995)
William L. Smith 50 Vice President and General Counsel since
November 11, 1998; General Counsel (1997-1998);
partner in the law firm of Brunini, Grantham,
Grower & Hewes, PLLC (1982-1997)
Jerry W. Irwin 59 Vice President-Nitrogen Production since
October 15, 1998; General Manager of Yazoo City
facility (1986-1998)
Joe A. Ewing 49 Vice President-Marketing and Distribution since
September 1, 1999; Director of Marketing and
Distribution (1998-1999); Director of Converted
Nitrogen Sales (1997-1998); Director of
Procurement and Distribution (1993-1997)
</TABLE>
EMPLOYEES
As of September 15, the Company employed approximately 1,514 persons
throughout all of its locations, none of whom are represented by unions.
ITEM 2. PROPERTIES
Information regarding the location and general character of the Company's
plants and mines is included in this Annual Report on Form 10-K in Part I,
Item 1 "Business," under the headings "Production and Properties" and
"Marketing and Distribution" for each operating segment.
ITEM 3. LEGAL PROCEEDINGS
TERRA INTERNATIONAL, INC. On August 31, 1995, the Company filed suit in
federal court in Mississippi against Terra International, Inc. ("Terra"),
seeking a declaratory judgment and other relief, establishing that certain
technology relating to the design of an ammonium nitrate neutralizer which the
Company licensed to Terra is not defective and was not the cause of an
explosion which occurred in 1994 at Terra's Port Neal, Iowa, fertilizer
facility. The Company also sought an unspecified amount of monetary damages
for defamation based on Terra's public statement related to the Company's
alleged role in the explosion. Also, on August 31, 1995, Terra and its
property insurers filed suit in federal court in Iowa against the Company
seeking to recover a total of approximately $300 million in property damage,
lost profits and other out-of-pocket expenses allegedly caused by the
explosion. Terra alleged that the ammonium nitrate neutralizer technology
licensed to Terra was defectively designed by the Company and that the design
defect caused the Port Neal explosion. It was ultimately determined that the
Mississippi federal district court was the proper venue to resolve all issues
between the parties relating to the Port Neal explosion. In June 2000, a
global settlement was reached which was tied to the decision of a
court-appointed expert. The expert rendered a decision favorable to the
Company on August 8, 2000, resulting in the dismissal with prejudice of the
Terra claims and the Company's taking a judgment against Terra for the
defamation claim in the amount of $18,000,000, the bulk of which is
collectible only from Terra's insurers, who have not yet admitted coverage for
the claim. Since the entry of the judgment, some of the property insurers of
Terra filed a motion seeking to set aside the judgment based upon a theory
that the expert's decision was not clear. Terra has not joined in the motion
and the Company is opposing it.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth in the Company's
2000 Annual Report to Shareholders under the caption "Quarterly Results,"
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is incorporated herein by reference.
ITEM 6.SELECTED FINANCIAL DATA
The information required by this item is set forth in the Company's 2000
Annual Report to Shareholders under the caption "Financial Highlights," which
information is incorporated herein by reference.
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is set forth in the Company's
2000 Annual Report to Shareholders under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which
information is incorporated herein by reference.
ITEM 7A. MARKET RISK
The information required by this item is set forth in the Company's 2000
Annual Report to Shareholders under the caption "Market Risk," contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which information is incorporated herein by reference.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
Arthur Andersen LLP dated July 26, 2000, appearing in the Company's 2000
Annual Report to Shareholders, are incorporated herein by reference.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this item regarding directors is set forth
in the Company's Proxy Statement for the 2000 Annual Meeting of Shareholders
under the captions "Nominees for Election to Serve Until 2003," "Nominees for
Election to Serve Until 2001," "Directors Continuing to Serve Until 2002," and
"Directors Continuing to Serve Until 2001," which information is incorporated
herein by reference.
(b) The information required by this item regarding executive officers does
not appear in the Company's definitive Proxy Statement for the 2000 Annual
Meeting of Shareholders and therefore is furnished in this Annual Report on
Form 10-K under the heading "Executive Officers of the Registrant" in Part I,
Item 1.
(c) The information called for with respect to the identification of certain
significant employees is not applicable to the Company.
(d) There are no family relationships among the directors and executive
officers listed above. There are no arrangements or understandings between
any named officer and any other person pursuant to which such person was
selected as an officer.
(e) The information required by this item regarding compliance with
Section 16(a) of the Exchange Act is set forth in the Company's Proxy
Statement for the 2000 Annual Meeting of Shareholders under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance," which information
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth in the Company's Proxy
Statement for the 2000 Annual Meeting of Shareholders under the captions
"Compensation Committee Report on Executive Compensation" and "Executive
Compensation," which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth in the Company's Proxy
Statement for the 2000 Annual Meeting of Shareholders under the caption
"Security Ownership of Certain Beneficial Owners and Management," which
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth in the Company's Proxy
Statement for the 2000 Annual Meeting of Shareholders under the caption "Board
of Directors and Committees," which information is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS A PART OF THIS ANNUAL REPORT ON FORM 10-K:
1. Consolidated Financial Statements. The consolidated financial
statements, together with the report thereon of Arthur Andersen LLP dated
July 26, 2000, appearing in the 2000 Annual Report to Shareholders as
described below, are incorporated by reference in this Annual Report on
Form 10-K. With the exception of the aforementioned information and
information incorporated by reference in Items 1, 5, 6, 7, 7A and 8, the 2000
Annual Report to Shareholders is not to be deemed filed as part of this Annual
Report on Form 10-K.
Report of Independent Public Accountants
Consolidated Balance Sheets, June 30, 2000 and 1999
Consolidated Statements of Income, Years Ended June 30, 2000, 1999, and
1998
Consolidated Statements of Shareholders' Equity, Years Ended June 30,
2000, 1999, and 1998
Consolidated Statements of Cash Flows, Years Ended June 30, 2000, 1999,
and 1998
Notes to Consolidated Financial Statements
Separate financial statements for entities of which the Company owns
50% or less that are accounted for by the equity method have been omitted
because, if considered in the aggregate, they would not constitute a
significant subsidiary.
2. Consolidated Financial Statement Schedules. Financial statement
schedules not included in this Annual Report on Form 10-K have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.
3. Exhibits. The following exhibits required by Item 601 of Regulation
S-K are either incorporated by reference in this Annual Report on Form 10-K
(as designated by an asterisk) or accompany this Annual Report on Form 10-K
filed with the Securities and Exchange Commission (as designated by page
numbers).
<TABLE>
EXHIBIT
NUMBER DESCRIPTION DESIGNATION
<S> <C> <C>
3.1 Articles of Incorporation of the Company; filed as *
Exhibit 3.1 to the Company's Amendment No. 1 to
Form S-1 Registration Statement filed August 2, 1994,
SEC File No. 33-53119, and incorporated herein by
reference.
3.2 Bylaws of the Company; filed as Exhibit 3.2 to the *
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, SEC File No. 0-20411, and
incorporated herein by reference.
4.1 Shareholder Rights Plan; filed as Exhibit 1 to the *
Company's Form 8-A Registration Statement dated
August 15, 1994, SEC File No. 2-7803, and incorporated
herein by reference.
4.2 Indenture dated as of November 25, 1997, between the *
Company and Harris Trust and Savings Bank, as Trustee,
for the issuance of up to $300 million of debt
securities; filed as Exhibit 4(a) to the Company's
Current Report on Form 8-K filed November 25, 1997,
SEC File No. 001-12217, and incorporated herein by
reference.
4.3 Indenture of Trust dated as of March 1, 1998, between *
Mississippi Business Finance Corporation and Deposit
Guaranty National Bank, for the issuance of bonds in
the aggregate principal amount of $14.5 million to
assist the Company in financing and refinancing the
cost of construction and equipping of solid waste
disposal facilities at its Pascagoula, Mississippi,
facility; filed as Exhibit 4.3 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1998, SEC File No. 0-20411, and incorporated herein by
reference.
10.1 Agreement made and entered into as of September 15, *
1991, between Office Cherifien des Phosphates and the
Company for the sale and purchase of phosphate rock;
filed as Exhibit 10.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1991,
File No. 2-7803, and incorporated herein by reference.
10.2 Amendment No. 1, effective as of July 1, 1992, to the *
Agreement effective as of September 15, 1991, between
Office Cherifien des Phosphates and the Company for
the sale and purchase of phosphate rock; filed as
Exhibit 10.12 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, SEC
File No. 2-7803, and incorporated herein by
reference.1
10.3 Amendment No. 2, effective as of July 1, 1993, to the *
Agreement effective as of September 15, 1991, between
Office Cherifien des Phosphates and the Company for
the sale and purchase of phosphate rock; filed as
Exhibit 10.11 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1995, SEC File
No. 2-7803, and incorporated herein by reference.2
10.4 Amendment No. 3, effective as of January 1, 1995, to *
the Agreement effective as of September 15, 1991,
between Office Cherifien des Phosphates and the
Company for the sale and purchase of phosphate rock;
filed as Exhibit 10.10 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995,
SEC File No. 2-7803, and incorporated herein by
reference.3
10.5 Amendment No. 4, effective as of January 1, 1997, to *
the Agreement effective as of September 15, 1991,
between Office Cherifien des Phosphates and the
Company for the sale and purchase of phosphate rock;
filed as Exhibit 10.8 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1997,
SEC File No. 0-20411, and incorporated herein by
reference.
<FN>
1 Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from the first
and second paragraphs of paragraph numbered 1 of Amendment No. 1, and an
application for confidential treatment has been filed separately with the
Commission.
2 Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from paragraphs numbered 5
and 8 of Amendment No. 2; from the first paragraph, paragraph numbered 1,
paragraph numbered 2, and paragraph numbered 3 of Schedule 1, Exhibit A; from
Schedule 2, Exhibit B; from Schedule 3, Exhibit C, and from Schedule 4,
Exhibit D; and an application for confidential treatment has been filed
separately with the Commission.
3 Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from Schedule 1 to
Amendment No. 3, Exhibit B, and an application for confidential treatment has
been filed separately with the Commission.
</FN>
<PAGE>
EXHIBIT
NUMBER DESCRIPTION DESIGNATION
<S> <C> <C>
10.6 Credit Agreement dated as of November 25, 1997, among *
the Company; the Lenders Party Thereto; Harris Trust
and Savings Bank, as Administrative Agent; Bank of
Montreal, Chicago Branch, as Syndication Agent; and
Credit Agricole Indosuez, as Co-Agent, establishing
the Company's $200 million revolving line of credit;
filed as Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1998,
SEC File No. 0-20411, and incorporated herein by
reference.
10.7 First Amendment, effective as of June 10, 1999, to *
Credit Agreement dated as of November 25, 1997, among
the Company; the Lenders Party Thereto; Harris Trust
and Savings Bank, as Administrative Agent; Bank of
Montreal, Chicago Branch, as Syndication Agent; and
Credit Agricole Indosuez, as Co-Agent, establishing
the Company's $200 million revolving line of credit;
filed as Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1999.
10.8 Second Amendment, effective as of September 17, 1999, *
to Credit Agreement dated as of November 25, 1997,
among the Company, the Lenders Party Thereto; Harris
Trust and Savings Bank, as Administrative Agent; Bank
of Montreal, Chicago Branch, as Syndication Agent; and
Credit Agricole Indosuez, as Co-Agent, establishing
the Company's $200 million revolving line of credit,
filed as Exhibit 10 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1999,
SEC File No. 001-12217, and incorporated herein by
reference.
10.9 Third Amendment, effective as of February 24, 2000, to *
Credit Agreement dated as of November 25, 1997, among
the Company, the Lenders Party Thereto; Harris Trust
and Savings Bank, as Administrative Agent; Bank of
Montreal, Chicago Branch, as Syndication Agent; and
Credit Agricole Indosuez, as Co-Agent, establishing
the Company's $200 million revolving line of credit,
filed as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2000, SEC File No. 001-12217, and incorporated herein
by reference.
10.10 Form of Severance Agreement dated July 29, 1996, by *
and between the Company and each of its Executive
Officers; filed as Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, SEC File No. 2-7803, and incorporated
herein by reference.
<PAGE>
EXHIBIT
NUMBER DESCRIPTION DESIGNATION
<S> <C> <C>
10.11 Mississippi Chemical Corporation Officer and Key *
Employee Incentive Plan; filed as Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, SEC File No. 0-20411, and
incorporated herein by reference.
10.12 Mississippi Chemical Corporation Executive Deferred *
Compensation Plan; filed as Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, SEC File No. 0-20411, and
incorporated herein by reference.
10.13 Mississippi Chemical Corporation Executive Deferred *
Compensation Plan, as amended and restated, effective
January 1, 2000; filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999, SEC File No.
001-12217, and incorporated herein by reference.
10.14 Mississippi Chemical Corporation Nonemployee *
Directors' Deferred Compensation Plan; filed as
Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1998, SEC
File No. 0-20411, and incorporated herein by
reference.
10.15 Mississippi Chemical Corporation Supplemental Benefit *
Plan, as amended and restated as of July 1, 1996;
filed as Exhibit 10.11 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1998,
SEC File No. 0-20411, and incorporated herein by
reference.
10.16 Mississippi Chemical Corporation 1994 Stock Incentive *
Plan; filed as Exhibit 4.2 to the Company's Form S-8
Registration Statement filed December 21, 1995, SEC
File No. 33-65209, and incorporated herein by
reference.
10.17 Mississippi Chemical Corporation Amended and Restated *
1994 Stock Incentive Plan; filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999, SEC File
No. 001-12217, and incorporated herein by reference.
10.18 Mississippi Chemical Corporation 1995 Stock Option *
Plan for Nonemployee Directors; filed as Exhibit 4.3
to the Company's Form S-8 Registration Statement filed
December 21, 1995, SEC File No. 33-65209, and
incorporated herein by reference.
10.19 Mississippi Chemical Corporation 1995 Restricted Stock *
Purchase Plan for Nonemployee Directors; filed as
Exhibit 4.4 to the Company's Form S-8 Registration
Statement filed December 21, 1995, SEC File
No. 33-65209, and incorporated herein by reference.
<PAGE>
EXHIBIT
NUMBER DESCRIPTION DESIGNATION
<S> <C> <C>
13.1 Portions of the Company's 2000 Annual Report to Page 25
Shareholders as referenced in this Annual Report on
Form 10-K for the fiscal year ended June 30, 2000.
21 List of subsidiaries of the Company. Page 80
23 Consent of Arthur Andersen LLP. Page 81
27 Financial Data Schedule. Page 82
(B)REPORTS ON FORM 8-K.
No reports were filed on Form 8-K during the three months ended June 30,
2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ Charles O. Dunn
----------------------------------------
Charles O. Dunn
Principal Executive Officer
By: /s/ Timothy A. Dawson
----------------------------------------
Timothy A. Dawson
Principal Financial Officer and Chief
Accounting Officer
Date: September 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
</TABLE>
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Coley L. Bailey Director, Chairman of the Board September 26, 2000
-------------------------
Coley L. Bailey
/s/ John Sharp Howie Director, Vice Chairman of the September 26, 2000
------------------------- Board
John Sharp Howie
/s/ Charles O. Dunn Director, September 26, 2000
------------------------- President and Chief Executive
Charles O. Dunn Officer
(principal executive officer)
/s/ John W. Anderson Director September 26, 2000
-------------------------
John W. Anderson
/s/ Reuben V. Anderson Director September 26, 2000
-------------------------
Reuben V. Anderson
/s/ Haley Barbour Director September 26, 2000
-------------------------
Haley Barbour
/s/ Frank R. Burnside, Jr. Director September 26, 2000
-------------------------
Frank R. Burnside, Jr.
/s/ W. R. Dyess Director September 26, 2000
-------------------------
W. R. Dyess
/s/ Woods E. Eastland Director September 26, 2000
-------------------------
Woods E. Eastland
/s/ George D. Penick, Jr. Director September 26, 2000
-------------------------
George D. Penick, Jr.
/s/ W. A. Percy II Director September 26, 2000
-------------------------
W. A. Percy II
/s/ David M. Ratcliffe Director September 26, 2000
-------------------------
David M. Ratcliffe
/s/ Wayne Thames Director September 26, 2000
-------------------------
Wayne Thames
</TABLE>
