UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to ss. 260.14a(11(c) or ss. 240.14a-12
Sybron Chemicals Inc.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction:
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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SYBRON CHEMICALS INC.
Birmingham Road
Birmingham, New Jersey 08011
(609) 893-1100
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1998
------------------------------
The Annual Meeting of Stockholders of Sybron Chemicals Inc. (the "Company")
will be held on Friday, May 29, 1998, at 2:00 p.m. local time, at The Country
House, 122 South Pemberton Road, Pemberton, New Jersey 08068, for the following
purposes:
1. To elect two Class III Directors to serve until the annual meeting of
Stockholders to be held in 2000 and until their successors shall be duly elected
and qualified.
2. To consider and act upon the selection of Price Waterhouse LLP as the
Company's independent auditors for the 1998 fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on April 22, 1998 has been fixed as the record date
for the meeting. All stockholders of record at that time are entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. This proxy is
solicited by the Board of Directors of the Company. The return of the proxy will
not affect your right to vote in person if you do attend the meeting. A copy of
the Company's Annual Report is also enclosed.
By Order of the Board of Directors,
/s/ Dennis J. Fiore
-------------------
DENNIS J. FIORE
Secretary
Birmingham, New Jersey
May 1, 1998
<PAGE>
SYBRON CHEMICALS INC.
Birmingham Road
Birmingham, New Jersey 08011
(609) 893-1100
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PROXY STATEMENT
------------------------
The enclosed proxy is solicited by the Board of Directors of Sybron
Chemicals Inc. (the "Company"), a Delaware corporation, for use at the Annual
Meeting of Stockholders (the "Meeting") to be held on Friday, May 29, 1998, at
2:00 p.m. local time, at The Country House, 122 South Pemberton Road, Pemberton,
New Jersey 08068, and any adjournment or postponement thereof. This proxy
statement, the foregoing notice and the enclosed proxy are being mailed to
stockholders on or about May 1, 1998.
The Board of Directors does not intend to bring any matters before the
Meeting other than the matters specifically referred to in the notice of the
Meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the Meeting. However, if any other matters
properly come before the Meeting, the persons named in the accompanying proxy or
their duly constituted substitutes acting at the Meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment in
such matters.
In the absence of instructions, the shares represented at the Meeting
by the enclosed proxy will be voted "FOR" the nominees of the Board of Directors
in the election of two directors; "FOR" the approval of Price Waterhouse LLP as
the Company's independent auditors for the 1998 fiscal year; and, as to any
other matter that may be properly brought before the Annual Meeting, in
accordance with the judgment of the proxy holders. Any proxy may be revoked at
any time prior to its exercise by notifying the Secretary in writing, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
QUORUM AND VOTING
The presence, in person or by proxy, of stockholders entitled to cast a
majority of the votes that stockholders are entitled to cast in the election of
a director and on the selection of Price Waterhouse LLP as the Company's
independent auditors, shall constitute a quorum. Each of those matters submitted
to the shareholders requires the affirmative vote of a majority of the
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votes cast at the meeting. For purposes of determining the number of votes cast
with respect to any voting matter, only those cast "for" or "against" are
included. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the Meeting.
At the close of business on April 22, l998, the record date, the
Company had outstanding 5,686,827 shares of Common Stock, par value $.0l per
share. On all matters voted upon at the Meeting and any adjournment or
postponement thereof, each record holder of Common Stock will be entitled to one
vote per share.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
holdings of each stockholder who was known to the Company to be the beneficial
owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of
more than 5% of the Company's Common Stock at the close of business on April 27,
1998. Each of the persons named in the table below as beneficially owning the
shares set forth therein has sole voting power and sole investment power with
respect to such shares.
Amount Percent of
Beneficially Outstanding
Name and Address of Beneficial Owner Owned Shares
- ------------------------------------ ----- ------
399 Venture Partners, Inc................... 2,025,000(1) 35.6
Citibank, N.A.
Citicorp
399 Park Avenue
New York, NY 10043
T. Rowe Price Associates, Inc............... 564,000(2) 9.9
T. Rowe Price Small Cap Value
Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
Richard M. Klein............................ 475,651(3) 8.3
P.O. Box 66
Birmingham, NJ 08011
Mentor Partners, L.P........................ 297,400(4) 5.2
499 Park Avenue
New York, NY 10022
(1) Based on a Schedule 13D, filed with the Securities and
Exchange Commission (the "Commission") as of February 25,
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1998, which states that the address of each of 399 Venture Partners,
Inc. ("399 Venture"), Citibank, N.A. ("Citibank") and Citicorp is 399
Park Avenue, New York, New York 10043; that 399 Venture is the record
and beneficial owner of 2,025,000 shares of Common Stock and has sole
ownership of and voting and dispositive powers over such shares; that
399 Venture is a wholly owned subsidiary of Citibank; that Citibank is
a wholly owned subsidiary of Citicorp; and that Citibank and Citicorp
own no shares of Common Stock directly.
(2) Based on a Schedule 13 G/A, filed with the Commission as of
February 12, 1998, jointly by T. Rowe Price Associates, Inc.
("Associates") and T. Rowe Price Small Cap Value Fund, Inc. ("Fund")
which states that the address of each of Associates and Fund is 100 E.
Pratt Street, Baltimore, Maryland, 21202; that Associates has sole
dispositive power over 564,000 shares of Common Stock; that Fund has
sole voting power over 450,000 shares of Common Stock; and that the
aggregate amount of shares of Common Stock reported by Fund is also
included in the aggregate amount reported by Associates.
(3) Shares issuable pursuant to options exercisable within 60 days of
April 27, 1998 are deemed to be beneficially owned; accordingly, the
amount beneficially owned by Richard M. Klein includes 12,900 shares of
Common Stock underlying options held by him.
(4) Based on a Schedule 13D, filed with the Commission as of February
2, 1998, by Mentor Partners, L.P. ("Mentor") which states that the
address of Mentor is 500 Park Avenue, New York, New York 10022 and that
Mentor owns beneficially and has sole voting power and sole dispositive
power over 297,400
shares of Common Stock.
MANAGEMENT OWNERSHIP
The following table sets forth certain information regarding the Common
Stock beneficially owned by the Company's Chief Executive Officer, by each
director and nominee for director of the Company, by each of the Company's four
other most highly compensated executive officers and by all directors and
executive officers of the Company as a group, at the close of business on April
27, 1998. Each of the persons named in the table below as beneficially owning
the shares set forth therein has sole voting power and sole investment power
with respect to such shares, unless otherwise indicated.
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Amount Percent of
Beneficially Outstanding
Owned(1) Shares(1)
Name of Beneficial Owner
Richard M. Klein............................ 475,651 8.4
David I. Barton............................. 4,900 *
Paul C. Schorr, IV.......................... 0 -
John H. Schroeder........................... 71,982 1.3
Heinn F. Tomfohrde, III..................... 4,000 *
Peter de Bruijn. ........................... 11,970 *
Albert L. Eilender.......................... 16,381 *
Joe J. Belcher.............................. 21,588 *
All directors and executive officers as
a group (11 persons)...................... 628,664 10.9
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*Represents less than 1% of the Company's outstanding shares of
Common Stock.
(1) Shares issuable pursuant to options exercisable within
60 days of April 27, 1998 are deemed to be beneficially
owned; accordingly, the amount beneficially owned
includes the following number of shares of Common Stock
underlying options held by the following individuals:
Richard M. Klein 12,900 shares, David I. Barton 2,000
shares, John H. Schroeder 11,700 shares, Heinn F.
Tomfohrde, III 2,000 shares, Peter de Bruijn 9,475
shares, Albert L. Eilender 10,000 shares and Joe J.
Belcher 5,675 shares; and all directors and executive
officers as a group 62,775 shares.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of its Board of
Directors. The Board meets on a regularly scheduled basis during the Company's
fiscal year to review significant developments affecting the Company and to act
on matters requiring Board approval. During the year ended December 31, 1997,
the Board of Directors met five times. During 1997, each of the directors was in
attendance at no less than 75% of the aggregate number of meetings of the Board
of Directors and the committees on which he served. The Company has the
following standing committees of the Board of Directors whose present members
are as identified below:
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Audit and Compensation Committee. The Audit and Compensation Committee (the
"Committee") reviews and recommends to the Board of Directors the independent
auditors to be selected to audit the books of the Company and the proposed scope
of the audit to be performed by such independent auditors and reviews such
audit, including the opinion and any comments or recommendations of the
independent auditors. The Committee also reviews with the independent auditors
and with the financial management of the Company the adequacy and effectiveness
of the internal auditing, accounting and financial controls of the Company and
reviews the practices and procedures adopted by the Company to ensure compliance
with the applicable laws and regulations. In addition, the Committee approves
the compensation of the Executive Officers of the Company and serves as the
Committee described in the Company's 1992 Stock Option Plan to operate and
administer the Plan solely with respect to persons who are Principal Officers as
defined therein. The Committee met two times during 1997. The members of the
Committee are Heinn F. Tomfohrde, III (Chairman), David I. Barton and Paul C.
Schorr, IV.
Stock Option Plan Committee. The Stock Option Plan Committee serves
as the Committee described in the Company's 1992 Stock Option
Plan to operate and administer the Plan solely with respect to
persons who are not Principal Officers as defined therein. The
Stock Option Plan Committee did not meet during 1997. Its
members are Richard M. Klein (Chairman) and John H. Schroeder.
Executive Committee. The Executive Committee was established to
perform such duties as the Board of Directors from time to time
may direct. The Executive Committee did not meet during 1997.
Its members are Richard M. Klein (Chairman), Paul C. Schorr, IV
and John H. Schroeder.
Compensation of Directors
Each member of the Board of Directors who is not an employee of the Company
is automatically granted options to acquire 4,000 shares of common stock on the
first business day of each year at the current market price. In addition, during
1997 directors of the Company who were not employees or affiliates of Citicorp
Investments Inc. were paid a standard fee of (a) $750 for each meeting of the
Board of Directors that such director attends, and (b) $500 for each meeting of
a committee of the Board of Directors that such Director attends. Such Directors
are also entitled to reimbursement of reasonable travel expenses incurred while
attending meetings of the Board of Directors or any of its committees.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes certain information for each of the last three
fiscal years concerning the cash compensation paid by the Company, as well as
certain other compensation paid to or accrued for 1997, 1996 and 1995, to the
Company's Chief Executive Officer and to each of the Company's other four most
highly compensated executive officers:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
----------------------------------------- -----------------------------------
Awards
------
All
Other Other
Name and Annual Restricted Securities LTIP Compen-
Principal Salary Bonus Compensa- Stock Underlying Pay- sation
Position Year ($) ($) tion($) Award(s)($) Options outs($) ($)(5)
-------- ---- --- --- -------- ----------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard M. Klein 1997 272,500 339,736(1) -- -- -- 51 36,416
President and Chief 1996 264,560 176,959(2) -- -- 25,500 -- 23,931
Executive Officer 1995 256,855 49,214(3) -- -- -- -- 27,484
Albert L. Eilender 1997 204,000 181,442(1) -- -- -- -- 17,780
Executive Vice 1996 125,769 76,630(2) -- -- 25,000 -- 27,373
President, Corporate 1995 Not Employed by the -- -- -- -- --
Development Company
John H. Schroeder 1997 166,855 141,256(1) -- -- -- -- 18,968
Executive Vice 1996 158,795 79,037(2) -- -- 22,500 -- 15,646
President, 1995 148,321 21,869(3) -- -- -- -- 18,871
Environmental
Products and Services
Peter de Bruijn 1997 125,810 101,268(1) -- -- -- -- 60,359
Managing Director- 1996 146,932 59,179(2) -- -- 18,625 -- 48,362
Europe Division 1995 136,985 32,393(3) -- -- 3,375 -- 40,122
Joe J. Belcher 1997 82,000 98,000(4) -- -- -- -- 13,484
Vice President, 1996 80,272 95,032(4) -- -- 13,625 -- 15,987
Textile Chemicals- 1995 78,229 97,712(4) -- -- -- -- 11,188
North America
</TABLE>
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(1) Consists of bonuses earned during 1997 and paid in 1998 pursuant to the
Company's Executive Bonus Plan (the "Bonus Plan"). These bonuses were paid
in the form of Common Stock and cash in the following amounts: Richard M.
Klein 6,856 shares of Common Stock and $108,346 cash, Albert L. Eilender
3,758 shares of Common Stock and $54,609 cash, John H. Schroeder 2,639
shares of Common Stock and $52,190 cash and Peter de Bruijn 708 shares of
Common Stock and $77,373 cash. The closing price of the Common Stock on the
date the Bonus Plan shares were issued was $33.75. For a description of the
determination of the number of shares issued see: "Report of the Audit and
Compensation Committee on Executive Compensation".
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(2) Consists of bonuses earned during 1996 and paid in 1997 pursuant to the
Company's Executive Bonus Plan (the "Bonus Plan"). These bonuses were paid
in the form of Common Stock and cash in the following amounts: Richard M.
Klein 4,276 shares of Common Stock and $103,198 cash, Albert L. Eilender
2,432 shares of Common Stock and $34,678 cash, John H. Schroeder 1,381
shares of Common Stock and $55,215 cash and Peter de Bruijn 635 shares of
Common Stock and $48,225 cash. The closing price of the Common Stock on the
date the Bonus Plan shares were issued was $17.25. For a description of the
determination of the number of shares issued see: "Report of the Audit and
Compensation Committee on Executive Compensation".
(3) Consists of bonuses earned during 1995 and paid in 1996 pursuant to the
Bonus Plan. These bonuses were paid in the form of Common Stock and cash in
the following amounts: Richard M. Klein 4,279 shares of Common Stock and $5
cash, John H. Schroeder 1,416 shares of Common Stock and $5,585 cash, and
Peter de Bruijn 436 shares of Common Stock and $27,379 cash. The closing
price of the Common Stock on the date the Bonus Plan shares were issued was
$11.50.
(4) Mr. Belcher does not participate in the Bonus Plan. Instead, he receives an
alternative compensation arrangement based on adjusted variable profits for
certain segments of the America textile chemical business.
(5) Includes (with respect to amounts applicable to 1997) contributions by the
Company to the named executives' pension and 401(k) plans ("PLANS"), as well
as car allowances ("AUTO"), life insurance premiums ("LIFE"), supplemental
executive retirement plan contributions ("SERP") and income tax preparation
("TAX") paid by the Company for the benefit of the named executives: Richard
M. Klein $13,821 (PLANS), $2,685 (AUTO), $171 (LIFE), $18,989 (SERP), $750
(TAX); Albert L. Eilender $7,968 (PLANS), $4,440 (AUTO), $547 (LIFE), $4,825
(SERP); John H. Schroeder $9,581 (PLANS), $5,218 (AUTO), $547 (LIFE), $3,622
(SERP); Peter de Bruijn $40,290 (PLANS), $20,069 (AUTO); and Joe J. Belcher
$9,478 (PLANS), $2,595 (AUTO), $547 (LIFE), $864 (SERP).
Stock Option Grants in Last Fiscal Year
No stock options were granted to the Chief Executive Officer and the four
most highly compensated other executive officers of the Company during 1997. The
Company did not grant any stock appreciation rights ("SARs") during 1997.
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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-
End Option Values
None of the Company's executive officers exercised any of their stock
options during 1997. The Company does not have any outstanding SARs.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End(#) at Fiscal Year-End
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Richard M. Klein 7,800 22,200 $144,075 $443,550
Albert L. Eilender 5,000 20,000 100,000 400,000
John H. Schroeder 7,200 19,800 132,075 395,550
Peter de Bruijn 5,075 16,925 100,500 341,250
Joe J. Belcher 2,950 11,050 58,506 222,963
Compensation Committee Interlocks and Insider Participation
NONE
Pension Plans
None of the Company's executive officers are eligible participants in
defined benefit or actuarial plans sponsored by the Company. However, Peter de
Bruijn, a resident of the Netherlands, participates in a national pension plan
sponsored by the Dutch government.
Report of the Audit and Compensation Committee on Executive
Compensation.
The compensation policies adopted by the Audit and Compensation Committee
(the "Committee") are designed to attract and retain executives capable of
leading the Company to meet its business objectives, and to motivate the
Company's executives to enhance long term shareholder value.
The objectives of the Company's compensation program are to:
-attract, retain and motivate key executive talent; and
-provide rewards that are closely linked to Company
performance; and
-align the interests of the Company's key employees with those of its
stockholders through potential stock ownership.
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The Committee applies these objectives to executive officers and key
employees through the availability of performance based cash and stock incentive
opportunities and stock option grants.
Executive officer compensation programs have short-term and longer term
components. Short-term components include base salary and annual bonus under the
stockholder approved Executive Bonus Plan. The longer term component consists of
stock option awards under the 1992 Stock Option Plan and the stock award feature
of the annual bonus plan as described below.
Salaries
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The Committee sets salaries for the Company's executive officers based upon
the Committee's assessment of the performance of each officer and the
Committee's understanding of executive compensation practices at similar
specialty chemical companies. The Committee uses industry comparative
compensation information as a general reference, however, rather than as a basis
for setting specific salary amounts.
Bonuses
- -------
Bonus awards for executive officers, which constitute a significant portion
of an executive's overall compensation, are determined in accordance with the
Company's Bonus Plan which provides for awards to executives based on meeting
operating profit growth targets.
Under the Bonus Plan, the bonus payable to certain executive officers for
any given year is based on the operating profit for that year versus targets
related to growth over the preceding year's operating profit as well as overall
growth of 12% per year in operating profit.
The basic bonus formula in the Bonus Plan provides for payments ranging
from 0% to 78% of the executive's base salary, depending on the executive's
salary grade level and on the level of operating profit attained in relation to
the targets, subject to certain adjustments based on the Company's cash flow
performance. In addition, executive officers may be entitled to a supplemental
bonus if operating profit exceeds the maximum target level.
Dr. Klein and Messrs. Eilender and Schroeder received 1997 bonuses based on
the executive officer basic bonus provisions of the Bonus plan. Each received
the same percentage payout relative to their grade level, in accordance with the
formula. Mr. de Bruijn received his bonus based on the Executive Basic Bonus
provisions of the Bonus Plan. Dr. Klein and Messrs. de Bruijn, Eilender and
Schroeder were also awarded supplemental bonuses that will be paid in March 1999
provided that the Company attains certain performance targets during 1998. Mr.
Belcher does not participate in the Executive Bonus Plan. Mr. Belcher
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receives an alternative compensation arrangement based on adjusted variable
profits for certain segments of the America textile chemical business.
Executive officers received 100% of their 1997 Projected Target bonus in
Company Common Stock, with the balance paid in cash, in accordance with the
terms of the Bonus Plan. The number of shares of Common Stock was based on each
executive officer's 1997 Projected Target (as defined in the Bonus Plan), at a
pre-established historical price. This price was $15.50 for Dr. Klein and
Messrs. de Bruijn and Schroeder, and $14.25 for Mr. Eilender. The actual amount
of each executive officer's stock bonus for 1997 is based on the February 28,
1998 trading price of $33.75 per share, which was 117.7% higher than the $15.50
price noted above, and 136.8% higher than the $14.25 price noted above, and is
used to calculate the number of shares payable under the Bonus Plan.
In 1997 Mr. de Bruijn's salary and grade level was raised in recognition of
the performance and growth of the Europe Textile business. Dr. Klein and Messrs.
Belcher, Eilender and Schroeder all received merit increases in base salary on
their salary review date.
AUDIT AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Heinn F. Tomfohrde, III (Chairman)
David I. Barton
Paul C. Schorr, IV
Employment Agreements, Termination of Employment and Change-in-
Control Arrangements
Dr. Klein (President and Chief Executive Officer) is employed pursuant to
an employment agreement dated June 2, 1995 with the Company (the "Agreement").
The Agreement provides for an initial term of employment, which expired on
December 31, 1996, and for successive one year renewal periods subject to
termination as provided therein. The Agreement calls for compensation, benefits
and stock options to be paid to Dr. Klein as determined by the Audit and
Compensation Committee of the Company's Board of Directors.
The Agreement also provides that, in the event of a Change in Control (as
defined in the Agreement), Dr. Klein shall be entitled to a severance payment
equal to three times his annual base salary as then in effect, plus three times
the average incentive compensation awarded to Dr. Klein during the preceding
calendar years, plus one-half of Dr. Klein's base salary as then in effect in
lieu of further benefits and perquisites being provided by the Company to Dr.
Klein. In addition, Dr. Klein has
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the right to surrender to the Company for cancellation all or any part of his
options to purchase Common Stock of the Company in exchange for an amount equal
to the difference between the option prices for the shares surrendered and the
