<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 333-17961
ARISTECH CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 25-1534498
(State of Incorporation) (I.R.S. Employer Identification Number)
600 Grant Street, Pittsburgh, Pennsylvania 15219-2704
(Address of principal executive offices)
Registrant's Telephone Number: (412) 433-2747
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 [ ]
Common Stock outstanding at March 31, 1999: 14,908 shares
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Selected Notes to the Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
ARISTECH CHEMICAL CORPORATION
Consolidated Statements of Income (Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Sales $ 183.9 $ 224.2
Operating Costs:
Cost of sales 158.9 174.3
Selling, general and administrative expenses 16.5 14.4
Depreciation and amortization 13.7 13.0
-------- --------
Total Operating Costs 189.1 201.7
-------- --------
Operating Income (Loss) (5.2) 22.5
Net Gain (Loss) on Disposal of Assets 0.1 (1.4)
Other Expense, Net (0.2) --
Interest Income 0.5 0.3
Interest Expense (6.3) (6.7)
-------- --------
Income (Loss) Before Income Taxes (11.1) 14.7
Provision for Income Taxes (4.2) 6.0
-------- --------
Income (Loss) Before Minority Interest (6.9) 8.7
Minority Interest 0.6 0.7
-------- --------
Net Income (Loss) $ (7.5) $ 8.0
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
ARISTECH CHEMICAL CORPORATION
Consolidated Balance Sheets
(Dollars in Millions)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 4.2 $ 1.1
Receivables (less allowance for doubtful accounts of $.2
at March 31, 1999 and December 31, 1998) 19.8 4.4
Subordinated note receivable-related party 19.8 17.9
Inventories 108.5 124.3
Other current assets 0.8 1.1
Deferred income taxes 8.8 --
---------- ----------
Total Current Assets 161.9 148.8
Property, plant and equipment, net 897.5 845.5
Long-term receivables 7.9 8.0
Excess cost over assets acquired 160.9 162.2
Deferred income taxes 1.4 1.4
Other assets 15.7 16.2
---------- ----------
Total Assets $ 1,245.3 $ 1,182.1
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 55.7 $ 54.6
Accounts payable-related parties 1.7 3.9
Payroll and benefits payable 12.4 9.3
Accrued taxes 5.6 7.3
Deferred income taxes 0.5 0.5
Short-term borrowings 76.5 45.9
Long-term debt due within one year 0.7 0.7
Other current liabilities 22.4 21.0
---------- ----------
Total Current Liabilities 175.5 143.2
Long-term debt-related parties 171.0 135.0
Long-term debt-other 315.8 316.0
Deferred income taxes 166.4 160.3
Other liabilities 38.2 38.7
---------- ----------
Total Liabilities 866.9 793.2
---------- ----------
Minority Interest 8.0 7.4
---------- ----------
Common stock ($.01 par value, 20,000 shares authorized, 14,908
shares issued at March 31, 1999 and December 31, 1998) -- --
Additional paid-in capital 382.5 382.5
Retained deficit (12.1) (1.0)
---------- ----------
Total Stockholders' Equity 370.4 381.5
---------- ----------
Total Liabilities and Stockholders' Equity $ 1,245.3 $ 1,182.1
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
ARISTECH CHEMICAL CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (7.5) $ 8.0
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 12.4 11.7
Amortization of excess cost over assets acquired 1.3 1.3
Deferred income taxes (2.7) -
Discount on sale of receivables 1.4 -
(Gain) loss on disposal of assets (0.1) 1.4
(Increase) decrease in receivables 1.9 (9.4)
(Increase) decrease in inventories 15.8 (4.5)
Decrease in accounts payable and other
current liabilities (3.3) (6.0)
Minority interest in consolidated subsidiaries 0.6 0.7
Other 2.0 3.6
------ ------
Net Cash Provided by Operating Activities 21.8 6.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (64.6) (56.4)
Other 0.1 (0.1)
------ ------
Net Cash Used in Investing Activities (64.5) (56.5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings 30.6 (6.3)
Repayment of long-term debt (34.0) --
Principal repayments under capital leases (0.2) (0.2)
Proceeds from issuance of long-term debt 70.0 61.0
Net decrease in receivables financing facility (20.6) --
Dividends paid -- (4.0)
------ ------
Net Cash Provided by Financing Activities 45.8 50.5
NET INCREASE IN CASH AND EQUIVALENTS 3.1 0.8
Cash and Equivalents, Beginning of Year 1.1 3.9
------ ------
Cash and Equivalents, End of Period $ 4.2 $ 4.7
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
ARISTECH CHEMICAL CORPORATION
Notes to the Consolidated Financial Statements
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Aristech Chemical Corporation ("Aristech") was incorporated under the laws of
the State of Delaware on October 14, 1986 as a wholly owned subsidiary of USX
Corporation ("USX"). On December 4, 1986, USX transferred substantially all of
the assets and liabilities of its USS Chemicals Division to Aristech, and
Aristech's common stock was offered and sold to the public. The USS Chemicals
Division was formed by USX in 1966. On March 7, 1990, Mitsubishi Corporation
("MC"), certain other investors and certain members of Aristech's management
acquired Aristech in a going-private transaction. The interest of certain of the
investors, including the management investors, has subsequently been reacquired
and MC beneficially owns 82.3% of Aristech's outstanding common stock. The
"Company" refers to Aristech and its majority-owned consolidated subsidiaries.
NATURE OF OPERATIONS
The Company is a producer and marketer of chemical and polymer products that are
generally sold for further processing by manufacturers of automotive components,
construction materials and consumer products.
BASIS OF PRESENTATION
The accompanying consolidated financial statements of Aristech Chemical
Corporation include the accounts of the Company and its majority-owned
consolidated subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation. Investments in unconsolidated subsidiaries over
which the Company does not exercise control are accounted for under the equity
method.
In the opinion of management, the unaudited financial information reflects all
adjustments necessary to fairly state the results of operations and the changes
in financial position for such interim period. Such adjustments are of a normal
recurring nature.
Certain reclassifications were made to the prior years' consolidated financial
statements to conform to the classifications used in the 1999 consolidated
financial statements.
ACCOUNTING CHANGES
In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued. SFAS No. 133 is effective for fiscal quarters of fiscal
years beginning after June 15, 1999. The Company has not yet determined the
effect of this standard on its financial reporting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
6
<PAGE> 7
ARISTECH CHEMICAL CORPORATION
Notes to the Consolidated Financial Statements
NOTE B - INVENTORIES
Inventories consist of the following at March 31, 1999 and December 31, 1998:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
(Unaudited)
<S> <C> <C>
(In Millions)
Raw materials $ 27.3 $ 34.9
Finished products 71.2 79.4
Supplies and sundry items 19.5 19.5
Lower of cost or market reserve (9.5) (9.5)
-------- --------
Total Inventory $ 108.5 $ 124.3
======== ========
</TABLE>
NOTE C - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at March 31, 1999 and
December 31, 1998:
<TABLE>
March 31, December 31,
1999 1998
--------- ------------
(Unaudited)
<S> <C> <C>
(In Millions)
Land $ 13.9 $ 14.1
Buildings 70.3 66.7
Machinery and equipment 840.2 831.4
Intangible assets 28.9 28.9
Construction in process 274.0 224.4
-------- --------
1,227.3 1,165.5
Accumulated depreciation (329.8) (320.0)
-------- --------
Property, Plant and Equipment, Net $ 897.5 $ 845.5
======== ========
</TABLE>
NOTE D - LONG-TERM DEBT
Long-term debt consists of the following at March 31, 1999 and December 31,
1998:
<TABLE>
<CAPTION>
Interest March 31, December 31,
Maturity Rate 1999 1998
-------- -------- --------- ------------
(Unaudited)
<S> <C> <C> <C> <C>
(In Millions)
Revolving Loan - MIC 2002 Variable $ 121.0 $ 85.0
Term Loan - MIC 2002 Variable 50.0 50.0
Revolving Loan - GFC/BCC 2001 Variable 150.0 150.0
6 7/8% Notes 2006 6.875% 149.1 149.1
Capital lease obligations 1999-2017 15.8 15.9
Other 1.6 1.7
------- -------
487.5 451.7
Less amount due within one year (0.7) (0.7)
------- -------
Total Long-term Debt $ 486.8 $ 451.0
======= =======
</TABLE>
7
<PAGE> 8
ARISTECH CHEMICAL CORPORATION
Notes to the Consolidated Financial Statements
NOTE E - SEGMENT INFORMATION
Financial information about the Company's industry segments is summarized as
follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------ ------
(Unaudited)
<S> <C> <C>
(In millions)
Sales:
Chemicals $106.5 $134.6
Polymers 79.9 91.1
Intersegment sales (2.5) (1.5)
------ ------
$183.9 $224.2
====== ======
Operating income (loss):
Chemicals $ (4.5) $ 16.0
Polymers (0.7) 6.5
------ ------
$ (5.2) $ 22.5
====== ======
</TABLE>
NOTE F - COMMITMENTS AND CONTINGENCIES
Aristech is obligated to indemnify USX against certain claims or liabilities
which USX may incur relating to USX's prior ownership and operation of the
business and facilities transferred to Aristech in 1986, including liabilities
under laws relating to the protection of the environment and the workplace. Such
known liabilities have been provided for in the consolidated financial
statements.
As of March 31, 1999 and December 31, 1998, the Company had outstanding
irrevocable standby letters of credit and surety bonds in the amount of $4.7
million, primarily in connection with environmental matters. Effective April 1,
1999, the amount of outstanding irrevocable standby letters of credit and surety
bonds was decreased from $4.7 million to $1.2 million.
The Company is subject to pervasive environmental laws and regulations
concerning the production, handling,
storage, transportation, emission and disposal of waste materials and is also
subject to other federal and state laws and regulations regarding health and
safety matters. These laws and regulations are constantly evolving, and it is
impossible to predict accurately the effect these laws and regulations will have
on the Company in the future.
The Company is also the subject of, or party to, a number of other pending or
threatened legal actions involving a variety of matters. In the opinion of
management, any ultimate liability arising from these contingencies, to the
extent not otherwise provided for, should not have a material adverse effect on
the consolidated financial position, results of operations, or cash flows of the
Company.
NOTE G - SUBSEQUENT EVENTS
Effective April 12, 1999, the Company reduced the maximum limit on its accounts
receivable financing facility from $90.0 million to $80.0 million.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The discussions in this quarterly report contain both historical information and
forward-looking statements. The forward-looking statements involve risks and
uncertainties that affect the Company's operations, markets, products, services,
prices and factors discussed in the Company's filings with the Securities and
Exchange Commission. These risks and uncertainties include, but are not limited
to, economic, competitive, governmental and technological factors. Accordingly,
there is no assurance that the Company's expectations will be realized.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1998.
During the three-month period ended March 31, 1999 when compared with the same
period for 1998, the Company's net sales decreased by $40.3 million or 18% from
$224.2 million to $183.9 million. This decrease is primarily due to a 17%
decline in average net selling prices per pound shipped. Net sales for Chemicals
decreased by $28.1 million or 21% from the three month period ended March 31,
1998, which was caused by an 18% decline in the average selling price per pound
shipped and a 4% decrease in shipment volumes. Net sales for Polymers decreased
by $11.2 million or 12% from the three month period ended March 31, 1998, which
was caused by a 17% decline in the average selling price per pound shipped,
despite a 5% increase in shipment volumes.
Total operating costs decreased by $12.6 million or 6% from $201.7 million for
the three months ended March 31, 1998 to $189.1 million for the three months
ended March 31, 1999. The decrease in operating costs was primarily caused by a
$15.4 million decrease in the Company's cost of sales for the three month period
ended March 31, 1999 when compared with the same period for 1998. The decrease
in cost of sales was primarily attributable to a 26% decrease in the Company's
average price per pound for raw materials. The Chemicals operating segment's
average raw materials price per pound, which includes primarily cumene,
decreased by approximately 25%, while the Polymers average raw materials price
per pound, which includes primarily propylene, decreased by approximately 28%.
Partially offsetting the decrease in cost of sales was increased selling,
general and administrative expenses, that included the first quarter 1999
recognition of $2.4 million in costs associated with the Company's voluntary
early retirement program, and increased depreciation expense due to the
Company's ongoing efforts to expand its business.
Net loss on disposal of assets decreased by $1.5 million from a loss of $1.4
million for the three month period ended March 31, 1998 to a net gain of $0.1
million for the same period in 1999 and was due primarily to the 1998 write-off
of an obsolete asset.
The Company's total interest expense before interest capitalization was
$9.8 million for the three month period ended March 31, 1999 and $7.5
million for the same period in 1998, a $2.3 million increase from 1998. The
additional interest expense primarily reflects total increased borrowings
of $162.4 million (including $61.5 million from the Company's accounts
receivable financing facility) since March 31, 1998 necessary to finance
the Company's production capacity expansions, partially offset by a
reduction in interest rates. The Company's weighted-average cost of
borrowing before interest capitalization for the three months ended March
31, 1999 and 1998 was 6.1% and 6.5%, respectively. The Company capitalized
interest in connection with the capacity expansions of $3.5 million and $.8
million for the three months ended March 31, 1999 and 1998, respectively.
The Company's provision for income taxes decreased by $10.2 million from an
expense of $6.0 million for the three months ended March 31, 1998 to a benefit
of $4.2 million for the same period in 1999. The decrease in income tax expense
was caused primarily by a $25.8 million decrease in pretax income for the three
month period ended March 31, 1999 when compared with the same period for 1998.
9
<PAGE> 10
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1999, the Company's working capital balance
decreased by $19.2 million from $5.6 million at December 31, 1998 to a deficit
balance of $13.6 million at March 31, 1999. The decrease in working capital is
due primarily to additional short-term borrowings of $30.6 million drawn
primarily under the Company's newly established lines of credit. The Company
opted to finance approximately one-half of its first quarter 1999 capital
expenditures on a short-term basis primarily to utilize the benefit of cost
effective short-term financing over its available long-term financing.
Offsetting the increased short-term borrowings was the recognition of the $8.8
million deferred tax asset. The Company's net cash provided by operating
activities increased by $15.0 million from $6.8 million for the three months
ended March 31, 1998 to $21.8 million for the three months ended March 31, 1999.
The 1999 increase in operating cash flows occurred primarily as a result of the
reduction in inventories for the three months ended March 31, 1999, when
compared with the same period for 1998.
The Company generally funds its working capital requirements on a short-term
basis primarily through borrowings under its discretionary line of credit
agreements that have an aggregate available borrowing limit of $80.0 million. As
of March 31, 1999, the Company had outstanding borrowings under these lines of
credit totaling $76.5 million. The Company intends to refinance a portion of the
outstanding short-term borrowings on a long-term basis to the extent rates under
available long-term financing decline below rates currently available under
short-term financing.
During the first quarter of 1999, the Company implemented measures to reduce
certain of its future operating and selling, general and administrative
expenses. As one of the measures, an incentive was offered to employees covered
under the Aristech Salaried Pension Plan to voluntarily elect early retirement
in exchange for certain increased pension and severance benefits. The additional
costs incurred by the Company for the voluntary retirees, totaled $2.4 million
for the three months ended March 31, 1999. In addition to the cost reduction
measures under the voluntary retirement program, the Company commenced,
subsequent to March 31, 1999, an involuntary termination program. The Company
anticipates that the costs associated with the involuntary termination program
will not have a material adverse effect on the Company's financial position,
results of operations or its cash flows. The benefits of the Company's cost
reduction measures will primarily affect years subsequent to 1999.
On March 10, 1999, the Company's Board of Directors declared a cash dividend of
$242 per common share payable on March 31, 2000, to stockholders of record as of
March 10, 1999. The total amount of the dividend was $3.6 million.
The Company anticipates that the remaining outstanding fixed capital commitments
connected to the capacity expansion program, and future working capital
requirements will be funded by cash flows from operations and additional
borrowings under existing line of credit agreements.
CAPITAL EXPENDITURES
The Company continued to invest in plant capacity expansion during the first
quarter of 1999 as evidenced by capital expenditures totaling $64.6 million. The
1999 capital expenditures have been funded by cash flows from operating
activities, net short-term borrowings of $30.6 million, net additional long-term
borrowings of $36.0 million, offset by a $20.6 million reduction in the accounts
receivable financing facility. Both the 1999 and 1998 capital expenditures
reflect planned production capacity expansions within its phenol product line at
Haverhill, Ohio, its polypropylene product line at LaPorte, Texas, and its
acrylic sheet product line at Florence, Kentucky. The Company anticipates that
these expansions will be completed and placed in service during late 1999. At
March 31, 1999, the Company has remaining outstanding fixed commitments for
capital expenditures totaling $91.7 million.
10
<PAGE> 11
YEAR 2000 READINESS DISCLOSURE
The Company's Year 2000 ("Y2K") project team is working on making the Company's
systems, both information technology and non-information technology, ready for
the next millennium. The team has completed its assessment phase for Y2K impacts
and costs of upgrading or replacing systems that are not Y2K ready, and testing
and monitoring systems for Y2K readiness. Phases where current efforts are
focused include upgrading or replacing systems, systems testing, and contingency
planning. The Company believes the project will be completed by October 1999.
Costs incurred from inception through March 31, 1999 were approximately $6.5
million. Total Y2K project costs are expected to range from $8.0 million to
$10.0 million. The Company does not expect the Y2K project costs to have a
material effect on its financial position or results of operations. The costs of
the Y2K project and the time by which the Company expects to complete it are
based on management's best estimates, which were derived using numerous
assumptions of future events including the availability of certain resources,
third party modifications, and other factors. There is no guarantee that these
estimates will be achieved and actual results could differ from these plans.
The Company is contacting major customers and suppliers to seek assurance of
their intent to be Y2K ready, and is responding to customer requests for
information on the Company's Y2K project. The Company cannot control whether
third parties, including governments, upon which the Company relies will be
fully Y2K compliant by December 31, 1999.
The failure to correct a material Y2K problem could result in an interruption
in, or a failure of, certain normal business activities or operations. Such
failures could materially and adversely affect the Company's results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Y2K problem, resulting in part from the uncertainty of Y2K
readiness of third-party suppliers and customers, the Company is unable to
determine at this time whether the consequences of Y2K failures will have a
material impact on the Company's results of operations, liquidity or financial
condition. The Company's Y2K project is expected to significantly reduce its
level of uncertainty about the Y2K problem including the possibility of
significant interruptions of normal operations and, in particular, about the Y2K
compliance and readiness of its material external agents.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On an annual basis, approximately 85-90% of the Company's sales are sold
domestically, with the remaining 10-15% representing export sales. Sales in
currencies other than the US dollar are insignificant thereby minimizing any
market risk exposure due to changes in foreign exchange rates. However, the
Company, in connection with its ongoing capacity expansion, purchased certain
machinery and equipment at amounts
denominated in foreign currencies that were hedged to optimize the US dollar
value. Any gain or loss resulting from the purchased machinery will not have a
significant effect on the Company's results of operations.
The Company does not currently engage in any significant investing activities as
available funds are used for business expansion, thereby eliminating any
investment-related market risk exposure.
The Company does, however, focus on its interest rate risk management primarily
to reduce the overall cost of funding provided to the Company. The Company has
strategically financed its business expansion with diverse and cost-effective
debt instruments at both fixed and variable interest rates. The majority of the
Company's variable rate long-term debt is currently based on the London
Interbank Offered Rate ("LIBOR"). A hypothetical 1% increase in the interest
rate for the Company's variable rate long-term debt would increase annual
interest expense by approximately $3.2 million. Actual changes in interest rates
may differ from hypothetical changes. This analysis does not take into effect
other changes that might occur in the economic environment due to such changes
in short-term interest rates. The Company's debt instruments are monitored daily
to eliminate, to the extent possible, any significant interest rate risk
exposure.
The Company does not enter into any material fixed purchase or fixed supply
contracts with its suppliers or customers, or engage in any material hedging
activities to mitigate any related commodity price risk.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company becomes involved from time to time in various claims and
lawsuits incidental to the ordinary course of its business. A
discussion of certain of these matters is included in Note F to the
Consolidated Financial Statements.
Aristech is involved, often along with other defendants, in product
liability lawsuits filed in federal and state courts in several
jurisdictions; many of these cases involve multiple plaintiffs.
Although Aristech is sometimes a named defendant, more typically
Aristech has assumed the defense for USX Corporation in these cases as
a result of contractual obligations to do so for claims arising out of
the business of the former USS Chemicals Division of USX Corporation. A
majority of these cases have typical and similar factual allegations,
that during the course of the plaintiffs' employment with other
companies they were exposed to benzene or benzene-containing products
manufactured by the various defendants, including the former USS
Chemicals Division of USX Corporation or Aristech. Plaintiffs contend
that the alleged exposures caused physical injuries. Plaintiffs in
these cases typically seek relief in the form of monetary damages,
often in unspecified amounts. The claimed monetary damages in these
cases, when taken in the aggregate may be substantial; however,
Aristech does not believe that the claimed monetary damages are a
realistic measure of either the cost to defend or resolve the cases.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
On May 3, 1999, Gary C. Reed joined Aristech as Vice
President-Polymers. Mr. Reed replaced James J. Driscoll Jr. who elected
to participate in the Company's voluntary early retirement program.
On April 2, 1999, Michael J. Prendergast, the Company's Senior Vice
President and Chief Financial Officer, has been appointed to serve
additionally as the Company's Treasurer. Mr. Prendergast replaced
William D. Walston who elected to participate in the Company's
voluntary early retirement program.
On April 2, 1999, Gregory Cummings has been appointed to replace
Richard A. Becker, who elected to participate in the Company's
voluntary early retirement program, as Corporate Comptroller.
12
<PAGE> 13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 1999.
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.
Aristech Chemical Corporation
By /s/ MICHAEL J. PRENDERGAST
-------------------------------
Michael J. Prendergast
Senior Vice President and
Chief Financial Officer
May 13, 1999
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,210
<SECURITIES> 0
<RECEIVABLES> 39,800
<ALLOWANCES> 236
<INVENTORY> 108,485
<CURRENT-ASSETS> 161,890
<PP&E> 1,227,307
<DEPRECIATION> 329,835
<TOTAL-ASSETS> 1,245,337
<CURRENT-LIABILITIES> 175,495
<BONDS> 486,837
0
0
<COMMON> 0
<OTHER-SE> 370,326
<TOTAL-LIABILITY-AND-EQUITY> 1,245,337
<SALES> 183,881
<TOTAL-REVENUES> 183,881
<CGS> 158,929
<TOTAL-COSTS> 189,095
<OTHER-EXPENSES> 479
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,341
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