<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended MAY 31, 1996
------------
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 33-79532
--------
LAROCHE INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3341472
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1100 Johnson Ferry Road, N.E., Atlanta, Ga 30342
------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 851-0300
--------------
N/A
------------------------------------------------------------------
(Former name or former address, if changed since last report)
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 the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
CLASS OUTSTANDING AS OF JUNE 30, 1996
-------------------------------- -------------------------------
Common Stock, $.01 par value 449,250 Shares
<PAGE> 2
LAROCHE INDUSTRIES INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at May 31, 1996 1
and February 29, 1996
Condensed Consolidated Statements of Income for the three 2
months ended May 31, 1996 and 1995
Condensed Consolidated Statements of Cash Flows for the three 3
months ended May 31, 1996 and 1995
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition 6
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security-Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
<PAGE> 3
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (see Note 1)
LAROCHE INDUSTRIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 29,
1996 1996
------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,402 $ 3,265
Receivables:
Trade, net of allowances of $930 and $849 as of May 31, 1996
and February 29, 1996, respectively 52,522 57,153
Other 6,784 4,848
Inventories (Note 2) 32,770 46,004
Other current assets 3,997 4,878
-------- --------
Total current assets 101,475 116,148
Investments 17,122 17,165
Property, plant and equipment, at cost 247,717 245,720
Less accumulated depreciation (85,440) (81,108)
-------- --------
Net property, plant and equipment 162,277 164,612
Other assets 8,029 8,007
-------- --------
Total assets $288,903 $305,932
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility (Note 3) - $ 4,755
Accounts payable 31,848 37,770
Accrued compensation 9,600 14,408
Other accrued liabilities 18,904 16,481
Common stock with put rights (Note 4) - 7,475
Current portion of long-term debt (Note 3) 6,378 5,990
-------- --------
Total current liabilities 66,730 86,879
Long-term debt (Note 3) 109,497 112,940
Deferred income taxes 15,668 15,668
Other noncurrent liabilities 34,809 34,378
Commitments and contingencies
Redeemable common stock 7,366 4,771
Stockholders' equity:
10% cumulative, voting preferred stock, $.01 par
value, 200,000 shares authorized, no shares outstanding - -
Common stock, $.01 par value, 1,200,000 shares
authorized, 425,000 non-redeemable shares outstanding 4 4
Capital in excess of par value 630 630
Retained earnings 54,199 50,662
-------- --------
Total stockholders' equity 54,833 51,296
-------- --------
Total liabilities and stockholders' equity $288,903 $305,932
======== ========
</TABLE>
See accompanying notes.
1
<PAGE> 4
LAROCHE INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
MAY 31, MAY 31,
1996 1995
-------- --------
Net sales $114,221 $138,341
Cost of sales 91,417 101,590
-------- --------
Gross profit 22,804 36,751
Selling, general and administrative expenses 13,627 12,607
-------- --------
Income from operations 9,177 24,144
Interest expense (4,019) (4,081)
Income from equity investments 1,068 152
Other income (expense), net 72 153
-------- --------
Income before income taxes 6,298 20,368
Provision for income taxes (2,524) (8,158)
-------- --------
Net income 3,774 12,210
Adjustment to estimated fair value of common
stock with put rights - (557)
-------- --------
Income attributable to non-redeemable
common stockholders $ 3,774 $ 11,653
======== ========
<CAPTION>
THREE MONTHS ENDED
---------------------------------------------
MAY 31, MAY 31,
1996 1995
-------------------- ----------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
------ -------- ------ --------
<S> <C> <C> <C> <C>
SEGMENT INFORMATION:
NET SALES
Electrochemical products $ 26,421 23.1% $ 38,601 27.9%
Nitrogen products 75,840 66.4 83,018 60.0
Alumina chemicals 11,960 10.5 16,722 12.1
-------- ----- -------- -----
Total $114,221 100.0% $138,341 100.0%
======== ===== ======== =====
INCOME FROM OPERATIONS:
Electrochemical products $ 2,943 32.1% $ 10,533 43.6%
Nitrogen products 7,561 82.4 13,154 54.5
Alumina chemicals (161) (1.8) 1,424 5.9
Corporate (1,166) (12.7) (967) (4.0)
-------- ----- -------- -----
Total $ 9,177 100.0% $ 24,144 100.0%
======== ===== ======== =====
</TABLE>
See accompanying notes.
2
<PAGE> 5
LAROCHE INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------
MAY 31, MAY 31,
1996 1995
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,774 $12,210
Depreciation and amortization 4,379 3,560
Net change in operating assets and liabilities 8,811 20,168
Equity income, net of distributions 87 (231)
Gain on disposition of assets (613) -
------- -------
Net cash provided (used) by operating activities 16,438 35,707
INVESTING ACTIVITIES
Capital expenditures (5,146) (3,000)
Investments in joint ventures (44) -
Proceeds from sale of assets and other 3,816 77
------- -------
Net cash used by investing activities (1,374) (2,923)
FINANCING ACTIVITIES
Net repayments under revolving credit facility (4,755) (6,105)
Sale of redeemable common stock 2,636 87
Purchase of common stock with redemption features (7,516) (63)
Repayments of long-term debt (3,055) (1,568)
Dividends paid (237) -
------- -------
Net cash (used) provided by financing activities (12,927) (7,649)
------- -------
Net increase in cash and cash equivalents 2,137 25,135
Cash and cash equivalents at beginning of period 3,265 5,900
------- -------
Cash and cash equivalents at end of period $ 5,402 $31,035
======= =======
</TABLE>
See accompanying notes.
3
<PAGE> 6
LAROCHE INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1996
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. All significant intercompany transactions and
balances have been eliminated in consolidation. Operating results for the
three month period ending May 31, 1996 may not be indicative of the results
that may be expected for the full fiscal year. For further information, refer
to the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended February 29, 1996.
Earnings per share have not been presented since such data provides no
meaningful information.
Effective March 1, 1996, the Company adopted Statement of Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of" (SFAS 121). The Company's
adoption of SFAS 121 did not have a material impact on the Company's results of
operations.
NOTE 2 - INVENTORIES
The components of inventory are as follows:
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 29,
------- ------------
1996 1996
---- ----
(in Thousands)
<S> <C> <C>
Finished goods and in-process $21,403 $28,339
Inventory purchased for resale 6,380 13,215
Raw materials 883 873
Supplies and Catalysts 7,716 7,989
------- -------
36,382 50,416
LIFO Reserve (3,612) (4,412)
------- -------
$32,770 $46,004
======= =======
</TABLE>
An actual valuation of inventory under the LIFO method can be made only
at the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on
management's estimates of expected year-end inventory levels and costs and are
subject to change based on the final year-end LIFO inventory valuation.
4
<PAGE> 7
LAROCHE INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1996
NOTE 3 - BORROWING ARRANGEMENTS
The Company's borrowings include the following:
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 29,
------- ------------
1996 1996
---- ----
(in Thousands)
<S> <C> <C>
Revolving credit facility $ 0 $ 4,755
Term debt: ======== ========
13% senior subordinated notes $100,000 $100,000
Notes payable to USX Corporation 8,474 11,529
Note payable to former stockholder 7,401 7,401
-------- --------
Total 115,875 118,930
Less current portion 6,378 5,990
-------- --------
Long term debt $109,497 $112,940
======== ========
</TABLE>
The Company's 13% senior subordinated notes are due 2004 (the "Notes").
Semi-annual, interest only payments are due February 15 and August 15 of each
year. The Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after August 15, 1999 at redemption prices set out in
the Indenture, dated as of August 17, 1994 between The Bank of New York (as
successor to NationsBank of Georgia, National Association), as Trustee, and the
Company pursuant to which the Notes were issued (the "Indenture"). The Notes
are unsecured obligations of the Company, and the Indenture contains, among
other things, limitations on stock redemptions, dividends, borrowings, and
investments, and upon the ability of the Company to enter into certain
transactions.
The LaRoche Industries Inc. Amended and Restated 10% Secured Note due
May 1, 2000, dated as of April 30, 1990 in the original principal amount of
$16,472,108 and the LaRoche Industries Inc. Amended and Restated 12% Secured
Note due May 1, 2000, dated as of April 30, 1990, in the original principal
amount of $17,308,173 (collectively, the "USX Notes") bear fixed interest rates
of 10% and 12%, respectively, and are due in aggregate semi-annual installments
of principal and interest of $2,831,000 with a final payment due May 1, 1998.
The USX Notes are senior to the Notes and are secured by the Company's Crystal
City, Missouri plant. The USX Notes contain restrictions relating to, among
other things, changes in control, the entering into of certain transactions,
and the paying of dividends, and are cross-defaulted with other debt of the
Company.
The Company also maintains a $40,000,000 revolving credit facility
pursuant to a Credit Agreement (the "Credit Agreement"), dated August 17, 1994,
among the Company, the lenders listed therein, and NationsBank, N.A. (South).
The revolving credit facility is senior to the Notes and secured by the
Company's accounts receivable and inventory. Borrowings are based on eligible
accounts receivable and inventory, as defined in the Credit Agreement.
Interest is based on either the prime rate or LIBOR, plus up to 1.25%. At May
31, 1996, the Company had available $40,000,000 of the revolving credit
facility. At February 29, 1996, $4,755,000 was outstanding under the credit
facility (the weighted average borrowing rate was 6.73%) and $35,245,000 was
available. Under the terms of the Credit Agreement, the Company pays
commitment fees, on a quarterly basis, ranging from 0.125% to 0.25% per annum of
5
<PAGE> 8
LAROCHE INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1996
average unused balances. The Company is required, among other things, to
maintain certain working capital, debt to equity, and net worth levels under
the Credit Agreement. The Credit Agreement also contains negative covenants
similar to those contained in the Indenture and USX Notes. The obligations of
the lenders to make revolving loans and issue letters of credit under the
Credit Agreement expire on August 1, 1998. The Company has requested and
expects to receive a one-year extension of such expiration date.
NOTE 4 - COMMON STOCK WITH PUT RIGHTS
On May 31, 1996, pursuant to his shareholder's agreement with the
Company, the holder of 25,000 shares of the Company's common stock exercised
his right to require the Company to repurchase those shares, and the Company
did so repurchase such shares, for $7,475,000 in cash. Such shares constituted
the only remaining shares of capital stock of the Company that were subject to
put rights by the holder.
NOTE 5 - CONTINGENCIES
Certain of the Company's fluorocarbon products (R-11 and R-12)
previously manufactured by the Electrochemical Products segment were subject to
federal regulations which provided for the phase-out of production by December
31, 1995. These products accounted for approximately 2.5% and 3.0% of net
sales for the three months ended May 31, 1996 and 1995, respectively, and 8.4%
and 4.7% of the Company's gross profit for such periods. Accordingly, such
phase-out will have a material impact on the Company's future results of
operations.
NOTE 6 - SEASONALITY
A portion of the Company's nitrogen business serves the agricultural
fertilizer market, and a portion of the Company's fluorocarbon products are
used as refrigerants in air conditioning systems. These businesses are
seasonal with greater sales of such products occuring in the spring and summer
seasons.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the unaudited consolidated financial statements and notes thereto included
in this Quarterly Report on Form 10-Q and with the Company's audited financial
statements and notes thereto for the fiscal year ended February 29, 1996.
Demand for the Company's fertilizer and fluorocarbon products is
seasonal. The Company typically realizes higher prices and margins for
fertilizer during the spring and, to a lesser extent, the fall planting
seasons. Similarly, refrigerant fluorocarbons are in greater demand during
warm weather. Demand for the Company's fertilizer is primarily dependent on
U.S. agricultural conditions, which can be volatile as a result of a number of
factors, the most important of which are weather patterns and conditions,
current and projected grain stocks and prices, and the U.S government's
agricultural policy. Due to fertilizer and fluorocarbon seasonality, interim
results of operations may not be indicative of the results expected for the
full fiscal year.
6
<PAGE> 9
RESULTS OF OPERATIONS
NET SALES. Net sales for the quarter ended May 31, 1996 decreased
$24.1 million, or 17.4%, to $114.2 million from $138.3 million for the quarter
ended May 31, 1995. The Electrochemical Products segment's net sales for the
quarter ended May 31, 1996 decreased $12.2 million, or 31.6%, compared to the
same period in the preceding year. The decrease reflects a decrease in
fluorocarbon net sales of $7.6 million, or 41.2%, due primarily to decreased
sales volume of CFC's R-11 and R-12 and HCFC R-22. Fluorocarbon net sales
will continue to decline as a result of the mandated phase-out of R-11 and R-12
fluorocarbon production as of January 1, 1996 and the Company's exit from the
packaged refrigerant fluorocarbon business in January 1996. Remaining R-11 and
R-12 and other refrigerant fluorocarbon inventory is low and most will be sold
over the next few months. Caustic and chlorine net sales decreased due to
lower sales volume caused by production problems at the Gramercy facility
during the first quarter and due to the sale of caustic soda received under
exchange contracts in the quarter ended May 31, 1995 with no comparable sales
in the quarter ended May 31, 1996. The Nitrogen Products segment's net sales
for the quarter ended May 31, 1996 decreased $7.2 million, or 8.7%, compared to
the same period in the preceding year. The decrease was due to: (1) planned
decreased sales volume of ammonia produced by the Avondale Ammonia joint
venture as the Company increased its consumption of this ammonia internally,
(2) lower sales from the Company's warehousing facilities due to poor weather
and crop conditions, partially offset by (3) increased net sales resulting from
the acquisition of an ammonium nitrate facility in Seneca, Illinois on December
13, 1995. The Alumina Chemicals segment's net sales for the quarter ended May
31, 1996 decreased $4.8 million, or 28.5%, compared to the same period in the
preceding year. The decline was due to both the formation of CRILAR Alumina
Company, L.L.C. ("CRILAR") effective September 1, 1995 and the resulting
exclusion of such sales from net sales, and the sale of the calcined and
tabular alumina production facilities to C-E Baton Rouge, Inc. ("C-E") on April
1, 1996, offset somewhat by increased activated alumina net sales.
COST OF SALES. Cost of sales for the quarter ended May 31, 1996
decreased $10.2 million, or 10.0%, compared to the corresponding period of the
preceding year. Cost of sales decreased primarily because of lower sales
volume in all segments. Such decrease was partially offset by increased
natural gas costs of approximately $7 million. Management believes that if the
cost of natural gas remains at current levels, cost of sales will continue to
be adversely affected, relative to the prior year, because natural gas is a key
raw material of the business.
GROSS PROFIT. Gross profit for the quarter ended May 31, 1996 decreased $14.0
million, or 38.0%, to $22.8 million from $36.8 million for the quarter ended
May 31, 1995. The Nitrogen Products segment's gross profit decreased $5.3
million, or 25.2%. This decrease resulted from (1) lower margins obtained on
sales of ammonia produced by the Avondale Ammonia joint venture and (2)
increased natural gas costs. The Electrochemical Products segment's gross
profit decreased by $7.0 million. This decrease was primarily the result of
lower caustic and chlorine sales tonnage coupled with higher natural gas costs
and production problems at the Gramercy plant. The Alumina Chemicals
segment's gross profit decreased by $1.7 million. The formation of CRILAR was
one of the reasons for this decline because a portion of these profits is now
recorded as income from equity investments. Contributing to the lower gross
profit in all segments was the relative insensitivity of the Company's fixed
costs, which represent a substantial portion of the Company's overall
costs, to decreased sales volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expense for the quarter ended May 31, 1996 totaled $13.6 million
compared to $12.6 million for the quarter ended May 31, 1995. As a percentage
of net sales, selling, general and administrative expenses were 11.9% for the
quarter ended May 31, 1996 and 9.1% for the quarter ended May 31, 1995.
7
<PAGE> 10
INCOME FROM EQUITY INVESTMENTS. Income from equity investments for the
quarter ended May 31, 1996 was $1.1 million, an increase of $0.9 million, or
602.6% compared to the corresponding period of the previous year. During the
quarter ended May 31, 1996, equity investment income from the CRILAR investment,
formed as of September 1, 1995, along with increased earnings from other equity
investments due to higher margins realized, accounted for the increase.
OTHER INCOME/EXPENSE (NET). For the quarter ended May 31, 1996, other
income (expense), net was $0.1 million compared to other income (expense), net
of $0.2 million for the quarter ended May 31, 1995. The decrease is due
primarily to reduced interest income resulting from lower cash and cash
equivalent balances.
PROVISION FOR INCOME TAXES. Provision for income taxes for the quarter
ended May 31, 1996 was $2.5 million, a $5.7 million decrease from the quarter
ended May 31, 1995. The Company's effective tax rate was 40.1% for the quarter
ended May 31, 1996, the same rate as the effective tax rate for the same period
in the prior year.
NET INCOME/(LOSS). As a result of the factors described above, net
income for the quarter ended May 31, 1996 was $3.8 million, a $8.4 million
decrease from the $12.2 million net income recorded in the quarter ended May
31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $16.4 million and $35.7
million for the three month periods ended May 31, 1996 and 1995, respectively.
The decrease is primarily the result of decreased net income and lower
reductions in working capital accounts.
Cash used in investing activities was $1.4 million for the three month
period ended May 31, 1996 compared to $2.9 million in the prior year. Capital
expenditures of $5.1 million, partially offset by proceeds of $3.8 million from
the sale of certain calcined and tabular alumina production equipment and
assets to C-E along with other assets accounted for the net cash used by
investing activities. Major capital expenditures included $1.8 million for the
Cherokee expansion, storage and material handling projects and $.5 million for
the Gramercy powerhouse projects.
Net cash used by financing activities was $12.9 million and $7.6
million for the three month periods ended May 31, 1996 and 1995, respectively.
Current period activity included the $7.5 million repurchase of common stock
with put rights (see Note 4 in the financial statements), offset somewhat by
the sale of redeemable common stock of $2.6 million, repayments of $4.8 million
of outstanding indebtedness under the Company's revolving credit facility, and
$3.0 million on the USX Notes. Cash used by financing activities of $7.6
million for the three months ended May 31, 1995 was due to the payment of $6.1
million on the revolving credit facility and $1.5 million on the USX Notes.
The Company has available a $40.0 million long-term revolving credit facility
and anticipates that its existing capital resources and cash flow generated
from future operations will enable it to maintain its planned operations,
capital expenditures and debt service for the foreseeable future.
RECENT DEVELOPMENTS
On June 25, 1996, the Company's Board of Directors approved the
payment of a dividend of $0.50 per share to all shareholders of record as of
June 30, 1996. The Board of Directors may or may not declare additional
dividends in the future depending upon the financial condition of the Company.
8
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 27, 1996, Marathon Pipe Line Company and Marathon Oil Company
(collectively, "Marathon") filed a complaint against the Company and one other
company in the United States District Court for the Eastern District of
Louisiana alleging that the Company or its agents damaged a gasoline pipeline
causing it to rupture and release gasoline into the Blind River and surrounding
area near Gramercy, Louisiana. Marathon is seeking both declaratory relief and
an unspecified amount of damages for, among other things, the loss of product,
removal and remediation costs, fines and penalties, and expenses and fees
related to such litigation. The Company has begun to investigate the situation
in order to evaluate the allegations and respond to the complaint. If
appropriate, the Company will vigorously defend itself against Marathon's
claims. Because the investigation is in a very preliminary stage, it is not
yet possible to predict whether the Company will incur any liability for the
rupture and release or reasonably to estimate the costs of any possible
liability.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Annual Meeting of Stockholders was held on June 25, 1996 at which
time certain matters were submitted to such stockholders for a vote. Below is
a brief description of each such matter as well as the number of shares
represented at the meeting and entitled to vote and voting for, against or
abstaining as to each matter.
1. The following directors were elected to continue to serve as directors
of the Company:
<TABLE>
<CAPTION>
SHARES SHARES SHARES
FOR AGAINST ABSTAINED
------- ------- ---------
<S> <C> <C> <C>
W. Walter LaRoche III 406,750 0 0
Victoria E. LaRoche 406,750 0 0
Grant O. Reed 406,750 0 0
Paul L. M. Beckwith 406,750 0 0
Johnnie Lou LaRoche 406,750 0 0
Louanne C. LaRoche 406,750 0 0
C. L. Wagner, Jr. 406,750 0 0
George R. Wislar 406,750 0 0
</TABLE>
2. The shareholders approved a resolution to appoint Ernst & Young LLP as
the Company's independent public accountants to examine the accounts and
statements of the Company and its subsidiaries for the fiscal year 1997.
<TABLE>
<CAPTION>
SHARES SHARES SHARES
FOR AGAINST ABSTAINED
------- ------- ---------
<S> <C> <C>
406,750 0 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Certificate of Incorporation of the Company, together
with all amendments thereto. 1/
3.2 Bylaws of the Company. 1/
9
<PAGE> 12
4.1 Indenture, dated as of August 17, 1994 between The
Bank of New York, as successor to NationsBank of
Georgia, National Association, as Trustee, and the
Company. 2/
4.2 Form of Note (included in Exhibit 4.1). 2/
4.3 10% Secured Note from the Company to USX, dated as of
April 30, 1990 and due May 1, 2000. 3/
4.4 12% Secured Note from the Company to USX, dated as of
April 30, 1990 and due May 1, 2000. 3/
10.1 Credit Agreement, dated as of August 17, 1994, among
the Company, NationsBank, N.A. (South), successor to
Bank South, as Agent, and the Lenders listed therein.
2/
27 Financial Data Schedule (for SEC use only)
1/ Previously filed as an exhibit to Registration Statement No. 33-79532
filed May 31, 1994
2/ Previously filed as an exhibit to the Quarterly Report on Form 10-Q for
the second quarter ended August 31, 1994, filed with the Securities and
Exchange Commission
3/ Previously filed as an exhibit to Amendment No. 4 to Registration
Statement No. 33-79532 filed August 9, 1994
(b) REPORTS ON FORM 8-K
On April 15, 1996, the Company filed a Current Report on Form 8-K
reporting the disposition of substantially all property, plant and equipment
and certain other assets used exclusively in its calcined and tabular alumina
production businesses to C-E. The sales price of the assets was $3 million,
plus an amount equal to the value of raw material inventory.
10
<PAGE> 13
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 THEREUNTO DULY AUTHORIZED.
LAROCHE INDUSTRIES INC.
(Registrant)
Date: July 12, 1996 By: /s/ Grant O. Reed
--------------- ------------------------------------
Grant O. Reed, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Richard P. Sehring
------------------------------------
Richard P. Sehring, Corporate
Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LAROCHE INDUSTRIES, INC. FOR THE FIRST QUARTER ENDED MAY
31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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7,366
0
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</TABLE>
