SYBRON CHEMICALS INC, SC 14D9, 2000-09-08

SYBRON CHEMICALS INC
SC 14D9, 2000-09-08
MISCELLANEOUS CHEMICAL PRODUCTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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SYBRON CHEMICALS INC.
(NAME OF SUBJECT COMPANY)

SYBRON CHEMICALS INC.
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

870903 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)

RICHARD M. KLEIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIRMINGHAM ROAD
P.O. BOX 66
BIRMINGHAM, NEW JERSEY 08011
TELEPHONE: (609) 893-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)

WITH A COPY TO:

DAVID GITLIN, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 ARCH STREET
22ND FLOOR
PHILADELPHIA, PA 19103-2097
TELEPHONE: 215-977-2000
FACSIMILE: 215-977-2740

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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ITEM 1. SUBJECT COMPANY INFORMATION.

NAME AND ADDRESS.

The name of the subject company is Sybron Chemicals Inc., a Delaware
corporation (the "Company"), and the address and telephone number of its
principal executive offices are Birmingham Road, P.O. Box 66, Birmingham, New
Jersey 08011, (609) 893-1100.

SECURITIES.

This Schedule 14D-9 relates to the Company's Common Stock, par value $.01
per share (the "Common Shares"), including the associated rights to purchase
preferred shares (the "Rights" and, together with the Common Shares, the
"Shares") issued pursuant to the Rights Agreement, dated as of August 7, 1998,
by and between the Company and Fleet National Bank (f/k/a BankBoston, N.A.), as
Rights Agent (the "Rights Agreement"). As of August 30, 2000, 5,738,426 Shares
were issued and outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

NAME AND ADDRESS.

The name, business address and business telephone number of the Company,
which is the person filing this statement, are set forth in Item 1 above.

TENDER OFFER.

This Schedule 14D-9 relates to a tender offer by Project Toledo Acquisition
Corp., a Delaware corporation ("Purchaser"), which is a wholly owned subsidiary
of Bayer Corporation, an Indiana corporation ("Parent"), disclosed in a Tender
Offer Statement on Schedule TO, dated September 8, 2000 (the "Schedule TO") to
purchase all the outstanding Shares, at a price of $35.00 per Share, net to the
seller in cash, without interest (the "Offer Price") upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated September 8, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (which Letter
of Transmittal, together with the Offer to Purchase, as they may be amended or
supplemented from time to time constitute the "Offer"), copies of which are
filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and are incorporated
herein by reference in their entirety.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of August 30, 2000 (the "Merger Agreement"), among Parent, Purchaser and the
Company, which, among other things, provides for: (i) the making of the Offer by
Purchaser, subject to the conditions set forth in the Offer to Purchase and the
conditions and terms of the Merger Agreement; (ii) the subsequent merger of
Purchaser with and into the Company (the "Merger"); and (iii) the settlement of
the Company's outstanding stock options for an amount equal to the product of
(a) the excess, if any, of the Offer Price over the applicable exercise price
and (b) the number of Shares subject to the applicable options. A copy of the
Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by
reference in its entirety. Pursuant to the Merger, at the effective time of the
Merger (the "Effective Time"), each Share outstanding (other than Shares held in
the treasury of the Company or held by Purchaser or Parent or their
subsidiaries, or Shares held by stockholders validly exercising appraisal rights
pursuant to Section 262 of the Delaware General Corporation Law (the "DGCL"))
will, by virtue of the Merger and without any action by the holder thereof, be
converted into the right to receive, without interest, an amount in cash equal
to the Offer Price.

The Schedule TO states that the address of the principal executive offices
of Purchaser and Parent is 100 Bayer Road, Pittsburgh, Pennsylvania 15205-9741
and the telephone number is (412) 777-2000.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

CONFLICTS OF INTEREST.

Certain contracts, agreements, arrangements and understandings between the
Company and its executive officers, directors and affiliates are described in
the Information Statement pursuant to Section 14(f) of the

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Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder (the "Information Statement") that is attached as Annex II to this
Statement and is incorporated herein by reference. Except as set forth in this
Item 3 or in Annex II, there exists on the date hereof no material agreement,
arrangement or understanding and no actual or potential material conflict of
interest between the Company or its affiliates and either (i) the Company, its
executive officers, directors or affiliates or (ii) Parent, Purchaser or any of
their respective executive officers, directors or affiliates.

EMPLOYMENT AND RELATED AGREEMENTS.

Executive Bonus Plan. Under the Company's Executive Bonus Plan, certain
executives and executive officers are eligible to receive incentive compensation
based on their performance and/or the financial performance of the Company.
Bonus payments are made in cash, or, at the option of the recipient (or
automatically with respect to executive officers), a portion of the bonus earned
may be paid in the form of Shares. When a bonus payment is distributed in the
form of Shares, the number of Shares is determined by a conversion of the cash
value of the bonus payment using a predetermined value per Share. Any
participant in the Executive Bonus Plan whose employment with the Company
terminates at any time during the period starting three months before a change
of control and ending on December 31 of the year in which the change of control
occurs, other than as a result of a termination for cause or by reason of
voluntarily terminating his or her employment with the Company, receives all the
benefits that he or she would be entitled to if the termination occurred after
December 31 of the year in which the termination occurred. However, the
participant will receive only a fraction of the benefits relating to the bonus
year in which the termination occurred, calculated by dividing the number of
months the employee was employed with the Company in that year by twelve. In the
event there is no public market either for the Shares or for shares of any
successor of the Company as a result of a change of control, any award that
would otherwise be made in Shares under the Executive Bonus Plan will be made by
converting the applicable number of shares into cash, using for this conversion
the fair market value of the Shares as of the date of the change of control. In
the event that there is no public market for the Shares but there is a public
market for shares of a successor of the Company as a result of a change of
control, any awards that would otherwise be made in Shares under the plan will
be made in common stock of the successor entity. The number of shares of common
stock of the successor entity will be calculated based on the relative fair
market value of the Shares and of the common stock of the successor entity as of
the date of the change of control. The Executive Bonus Plan provides that after
the date of a change of control, all awards with respect to the two bonus years
immediately following the year in which the change of control occurred will be
made in cash or in stock of the successor entity, by converting the applicable
number of Shares that would otherwise have been payable under the Executive
Bonus Plan into cash or stock of the successor entity as determined above.
Thereafter, any provisions of the Executive Bonus Plan providing for awards to
be made in the form of Shares shall be without effect. See also the information
contained in this Item 1 under the caption "Employment and Related
Agreements -- Effect of Merger Agreement on Company Stock Plans". For purposes
of the Executive Bonus Plan, "change of control" is defined as a transaction or
series of transactions in which (i) the Company is dissolved or liquidated or
sells substantially all of its operating assets, (ii) the Company is party to a
merger or consolidation in which the Company is not the surviving or acquiring
entity, or (iii) the Company becomes an 80% or more owned subsidiary of another
Company.

Share Participation Plan. Pursuant to the Company's Share Participation
Plan, participating employees are entitled to receive cash awards upon the
happening of a triggering event, which is defined therein to be (i) the sale or
disposal of substantially all of the assets of the Company, or (ii) the date any
entity, person or group, other than the Company or Citigroup or any of their
subsidiaries, any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries, or any other person or
group in which the present management of the Company shall have aggregate equity
on a fully diluted basis, of no less than 15%, shall have become the beneficial
owner of, or shall have obtained voting control over, more than fifty percent of
the Shares, or the common stock of the Company resulting from the merger or
consolidation of the Company with or into any other entity. Awards are based
upon the number of participating shares held by the participant. The right to
receive an award is forfeited by a participant if, prior to the six month
anniversary of the triggering event, he or she ceases to be an employee of the
Company or any successor thereof for any reason other than (i) death, (ii)
disability, (iii) retirement in due course in accordance with the retirement
policies of the Company or any successor thereof, or (iv) termination by the
Company or any successor thereof for reasons other than cause.
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Stock Options. Pursuant to the terms of the Merger Agreement, each option
to purchase shares of common stock of the Company granted under the Company's
stock plans, whether vested or unvested and whether or not presently
exercisable, outstanding immediately prior to the acceptance for payment of the
Shares pursuant to the Offer, will be canceled immediately prior to the
acceptance for payment of Shares pursuant to the Offer, and in consideration
therefor the holder thereof will be solely entitled to receive, and will receive
a cash payment from the Company in an amount equal to the product of (i) the
excess, if any, of $35.00 per Share in cash or any higher price as shall be paid
in respect of the Shares in the Offer over the exercise price per Share of the
option, and (ii) the number of Shares covered by the option (such payment, if
any, to be net of applicable withholding and excise taxes). Such cash payment
will be paid at or as soon as practicable following the Effective Time. See also
the information contained in this Item 1 under the caption "Employment and
Related Agreements -- Effects of Merger Agreement on Company Stock Plans."

Effect of Merger Agreement on Company Stock Plans. As of the Effective
Time, all plans and agreements pursuant to which options to purchase Shares were
granted will terminate and all rights under any provision of any other plan,
program or arrangement providing for the issuance or grant of any other interest
in respect of the capital stock of the Company or any of its subsidiaries, other
than the right to receive cash payments under the Executive Bonus Plan or Share
Participation Plan, will be terminated, and no person will have any continuing
rights thereunder. The Merger Agreement provides that the Company will take all
action reasonable and necessary to effectuate the foregoing and to ensure that,
after the Effective Time, no person shall have any right under any plan, program
or arrangement with respect to equity securities of the Company or any
subsidiary thereof, other than the right to receive cash payments under the
Executive Bonus Plan and Share Participation Plan.

INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER.

In considering the recommendations of the Board of Directors of the Company
(the "Board") with respect to the Offer, the Merger and the Merger Agreement and
the fairness of the consideration to be received in the Offer and the Merger,
stockholders should be aware that certain officers and directors of Parent,
Purchaser and the Company have interests in the Offer and the Merger, which are
described in the sections of the Offer to Purchase listed below, that may
present them with potential conflicts of interest.

In addition, stockholders should be aware that, simultaneously with the
execution of the Merger Agreement, Parent and Purchaser entered into a
Stockholder Agreement dated as of August 30, 2000 (the "Stockholder Agreement"),
with 399 Venture Partners, Inc., Richard M. Klein and John H. Schroeder (each a
"Principal Stockholder" and, collectively, the "Principal Stockholders"). The
Principal Stockholders have represented in the Stockholder Agreement that,
collectively, they have voting and dispositive control over 2,565,644 Shares,
which represented approximately 45% of the outstanding Shares as of August 30,
2000. Pursuant to the Stockholder Agreement the Principal Stockholders have
agreed, among other things, to tender all such Shares pursuant to the Offer and
have agreed to vote such Shares in favor of the Merger and against any
Alternative Acquisition, Alternate Acquisition Proposal (as such terms are
defined in the Merger Agreement), merger and/or merger agreement (other than the
Merger and the Merger Agreement).

The information contained in the Offer to Purchase under the captions "The
Tender Offer -- 11. Contacts and Transactions with the Company; Background of
the Offer"; "The Tender Offer -- 12. Purpose of the Offer; the Merger Agreement;
the Stockholder Agreement; Plans for the Company; Other Agreements -- The Merger
Agreement -- Stock Options"; "The Tender Offer -- 12. Purpose of the Offer; the
Merger Agreement; the Stockholder Agreement; Plans for the Company; Other
Agreements -- The Merger Agreement -- Benefits Matters"; "The Tender
Offer -- 12. Purpose of the Offer; the Merger Agreement; the Stockholder
Agreement; Plans for the Company; Other Agreements -- The Merger
Agreement -- Indemnification and Insurance"; and "The Tender Offer -- 12.
Purpose of the Offer; the Merger Agreement; the Stockholder Agreement; Plans for
the Company; Other Agreements -- The Stockholder Agreement" is incorporated
herein by reference.

The Board was aware of these actual and potential conflicts of interest and
considered them along with the other matters described below in Item 4, "The
Solicitation or Recommendation -- Recommendation of the Board of
Directors -- Reasons for the Recommendation."

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ITEM 4. THE SOLICITATION OR RECOMMENDATION.

RECOMMENDATION OF THE BOARD OF DIRECTORS.

At a meeting held on August 30, 2000, the Board unanimously (i) determined
that the Merger Agreement and the transactions contemplated thereby, including
the Offer and the Merger, are fair to, and in the best interests of, holders of
Shares, (ii) approved, adopted and declared advisable the Merger Agreement and
(iii) resolved to recommend that holders of Shares accept the Offer and tender
their Shares pursuant to the Offer and approve and adopt the Merger Agreement
and the transactions contemplated thereby. Accordingly, the Board unanimously
recommends that the stockholders of the Company tender their Shares pursuant to
the Offer. Copies of a letter to the stockholders of the Company communicating
the Board's recommendation and the Company's press release announcing the Merger
Agreement and the transactions contemplated thereby are filed as Exhibits (a)(3)
and (a)(4) hereto, respectively, and are incorporated herein by reference.

Reasons for the Recommendation.

In making the determinations and recommendations set forth above in this
Item 4, the Board considered a number of factors, including without limitation,
the following:

(i) the amount and form of consideration to be received by the
Company's stockholders in the Offer and the Merger and the Company's
prospects after the Merger;

(ii) information with regard to the financial condition, results of
operations, business and prospects of the Company as well as current
economic and market conditions (including current conditions in the
industry in which the Company competes);

(iii) the Company's prospects if it were to remain independent,
including the risks and benefits inherent in remaining independent,
including its financing requirements, its ability to increase revenues, and
the nature of its competitive position in its markets;

(iv) the terms of the Merger Agreement, including the parties'
representations, warranties and covenants and the conditions to their
respective obligations and the proposed structure of the Offer and Merger
involving a cash tender offer for all outstanding Shares to be followed by
a merger for the same consideration, thereby enabling all holders of the
Shares to obtain cash for their Shares at the earliest practicable time;

(v) the high likelihood that the proposed acquisition would be
consummated, in light of the fact that the Offer and Merger are not subject
to any financing contingencies;

(vi) the historical and recent market prices for the Shares and the
fact that the Offer and the Merger will enable the holders of Shares to
realize a premium over the prices at which such Shares traded prior to the
negotiation and execution of the Merger Agreement;

(vii) the results of the auction conducted by the Company which failed
to solicit a bid from any other person in excess of the consideration to be
received by the Company's stockholders in the Offer and the Merger; and

(viii) the written opinion of J.P. Morgan Securities Inc. ("J.P.
Morgan"), dated August 30, 2000, to the effect that, as of such date, and
based upon and subject to certain matters stated in such opinion, the
consideration to be paid to holders of Shares (other than Parent and its
affiliates) in the Offer and the Merger was fair, from a financial point of
view, to such holders, and the presentation made by J.P. Morgan to the
Board relating to the financial analysis performed by J.P. Morgan in
connection with such opinion. The full text of J.P. Morgan's written
opinion dated August 30, 2000, which sets forth the assumptions made,
matters considered and limitations on the review undertaken by J.P. Morgan,
is set forth in Annex I hereto and is filed as Exhibit (a)(7) hereto and is
incorporated herein by reference. J.P. Morgan's opinion is limited to the
fairness, from a financial point of view, of the cash consideration to be
received in the Offer and the Merger by the holders of Shares (other than
Parent and its affiliates) and does not constitute a recommendation as to
whether any stockholder should tender Shares pursuant to the Offer or how
such stockholder should vote with respect to the Merger. Holders of Shares
are urged to read such opinion carefully in its entirety.

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The Board also considered the actual and potential conflicts of interest
described above in Item 3. The Board did not assign relative weights to the
factors or determine that any factor was of particular importance. Rather, the
Board viewed its position and recommendations as being based on the totality of
the information presented to and considered by it. In addition, it is possible
that different members of the Board assigned different weights to the various
factors described above.

Intent to Tender.

To the best of the Company's knowledge after reasonable inquiry, to the
extent permitted by applicable securities laws, rules or regulations, all
executive officers, directors and affiliates of the Company currently intend to
tender all Shares held of record or beneficially owned by them pursuant to the
Offer. Messrs. Richard M. Klein and John H. Schroeder, and 399 Venture Partners,
Inc. have entered into the Stockholder Agreement with Parent and Purchaser
pursuant to which, among other things, such persons have agreed to tender their
Shares in accordance with the Offer and to vote the Shares beneficially owned by
them in favor of the Merger. Reference is made to Items 2 and 3 above.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

The Company has retained J.P. Morgan as its financial advisor in connection
with the Offer and the Merger. Pursuant to the terms of J.P. Morgan's
engagement, the Company has agreed to pay J.P. Morgan for its services an
aggregate financial advisory fee equal to approximately $4.5 million, 25% of
which was paid upon execution of the Merger Agreement and the remainder of which
is payable upon consummation of the transaction. The Company also has agreed to
indemnify J.P. Morgan and certain related parties against certain liabilities,
including liabilities under the federal securities laws, arising out of J.P.
Morgan's engagement.

J.P. Morgan and its affiliates have, from time to time in the past,
provided investment banking and commercial banking services to Parent for which
services J.P. Morgan and its affiliates have received customary compensation. In
the ordinary course of their businesses, J.P. Morgan and its affiliates may
actively trade the debt and equity securities of the Company or Parent for their
own account or for the accounts of their customers and, accordingly, may at any
time hold long or short positions in such securities.

Neither the Company nor anyone acting on its behalf has employed, retained
or compensated, or currently intends to employ, retain or compensate, any person
to make solicitations or recommendations to the stockholders of the Company on
its behalf with respect to the Offer or the Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

No transactions in Shares have been effected during the past 60 days by the
Company or, to the knowledge of the Company, by any executive officer, director,
affiliate or subsidiary of the Company, other than the following purchases
through the Company's 401(k) plan:

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
---- ---------
<S> <C>
Richard M. Klein............................................ 12.3
Stephen R. Adler............................................ 5.6
Steven F. Ladin............................................. 7.4
Robert M. Parlman........................................... 11.1
John H. Schroeder........................................... 9.8
</TABLE>

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Schedule 14D-9, the Company is not engaged in
any negotiation in response to the Offer which relates to or would result in (i)
a tender offer or other acquisition of the Company's securities; (ii) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary of the Company; (iii) a purchase, sale
or transfer of a material amount of assets of the Company or any subsidiary of

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the Company; or (iv) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the Company.

Except as set forth in this Schedule 14D-9, there are no transactions,
Board resolutions, agreements in principle or signed contracts in response to
the Offer that relate to or would result in one or more of the events referred
to above in this Item 7.

ITEM 8. ADDITIONAL INFORMATION.

THE COMPANY RIGHTS AGREEMENT.

Each Right issued pursuant to the Rights Agreement, when it becomes
exercisable, entitles the registered holder to purchase from the Company one
ten-thousandth (1/10000th) of a share of Preferred Stock at a price of $150 per
one ten-thousandth (1/10000th) of a share, subject to adjustment in certain
circumstances (the "Purchase Price").

The Rights are not exercisable until the Distribution Date. The
"Distribution Date" is the earlier of (i) the close of business on the tenth day
after the public announcement that a person or group (including any affiliate or
associate of such person or group) has acquired, or has obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding Shares (such
person or group being an "Acquiring Person"), unless provisions preventing
accidental triggering of the distribution of the Rights apply, and (ii) the
close of business on the tenth business day (or such later date as the Board
shall determine) following the commencement of, or first public disclosure of an
intent to commence, a tender or exchange offer for 20% or more of the
outstanding Shares.

At such time as there is an Acquiring Person, each holder of a Right (other
than such Acquiring Person) is entitled to purchase, for the Purchase Price,
that number of Shares which at the time of such event would have a market value
of twice the Purchase Price. In the event the Company is acquired in a merger or
other business combination by an Acquiring Person or an affiliate or associate
of an Acquiring Person that is a publicly traded corporation or 50% or more of
the Company's assets or assets representing 50% or more of the Company's earning
power are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person or an affiliate or associate of an
Acquiring Person, each Right entitles its holder (other than Rights beneficially
owned by such Acquiring Person or its affiliates or associates) to purchase, for
the Purchase Price, that number of common shares of such corporation (or, if
such corporation is not a publicly traded corporation, that number of common
shares of an affiliate of such corporation that has publicly traded shares)
which at the time of the transaction would have a market value of twice the
Purchase Price.

On August 30, 2000, the Board unanimously approved the amendment of certain
terms of the Rights Agreement. The Company then executed Amendment No. 2 dated
as of August 30, 2000 to the Rights Agreement (the "Rights Agreement
Amendment").

The Rights Agreement Amendment provides that, notwithstanding anything to
the contrary contained in the Rights Agreement, neither Parent nor Purchaser
will at any time come within the definition of an Acquiring Person as a result
of the transactions contemplated by the Merger Agreement.

The Rights Agreement Amendment also provides that, notwithstanding anything
to the contrary contained in the Rights Agreement, no Distribution Date (as
defined in the Rights Agreement) will occur as a result of any of the
transactions contemplated by the Merger Agreement.

Finally, the Rights Agreement Amendment provides that, notwithstanding
anything to the contrary contained in the Rights Agreement, immediately prior to
the acceptance for payment of Shares in the Offer, all Rights granted by the
Rights Agreement will become null and void, the Rights Agreement will be
terminated and all provisions of the Rights Agreement, collectively and
separately, will be without effect (including, without limitation, all sections
pertaining to redemption of the Rights).

The Rights Agreement Amendment is filed as Exhibit (e)(18) and is
incorporated herein by reference. The foregoing description of the Rights
Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement Amendment.

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SECTION 14(f) INFORMATION STATEMENT.

The Information Statement attached hereto as Annex II, and incorporated
herein by reference, is being furnished to the Company's stockholders in
connection with the possible designation by Purchaser, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board other than at a
meeting of the Company's stockholders.

OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED DOCUMENTS.

Reference is hereby made to the Offer to Purchase and the related Letter of
Transmittal, form of letter to brokers, dealers, commercial banks, trust
companies and other nominees and form of letter to clients which are filed as
Exhibits (a)(1), (a)(2), (a)(5) and (a)(6) hereto, respectively, and are
incorporated herein by reference in their entirety.

SECTION 203 OF THE DGCL.

Section 203 of the DGCL ("Section 203") prevents an "interested
stockholder" (including a person who has the right to acquire 15% or more of the
corporation's outstanding voting stock) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Delaware corporation for a period of three years following the date such person
became an interested stockholder. For purposes of Section 203, the Board
approved the Company entering into the Merger Agreement and the consummation of
the transactions contemplated thereby, including the Stockholder Agreement, and
has taken all appropriate action so that Section 203, with respect to the
Company, will not be applicable to Parent and Purchaser by virtue of such
actions.

Other than as set forth above, the Company does not believe that the
antitakeover laws and regulations of any state will by their terms apply to the
Offer and the Merger, and neither Parent nor Purchaser has attempted to comply
with any state antitakeover statute or regulation. Purchaser has reserved the
right to challenge the applicability or validity of any state law purportedly
applicable to the Offer. If it is asserted that any state antitakeover statute
is applicable to the Offer and an appropriate court does not determine that it
is inapplicable or invalid as applied to the Offer, Purchaser might be required
to file certain information with, or to receive approvals from, the relevant
state authorities, and Purchaser might be unable to accept for payment or pay
for Shares tendered pursuant to the Offer or may be delayed in consummating the
Offer. In such case, Purchaser may not be obligated to accept for payment, or
pay for, any Shares tendered pursuant to the Offer. See "Certain Conditions of
the Offer," Section 14 of the Offer to Purchase, which is filed as Exhibit
(a)(1) hereto.

SECTION 253 OF THE DGCL.

Section 253 of the DGCL provides that, if a corporation owns at least 90%
of the outstanding shares of each class of another corporation, the corporation
holding such stock may merge that corporation into itself or itself into such
corporation, without any action or vote on the part of the board of directors or
the stockholders of such other corporation (a "short-form merger"). In the event
that Parent, Purchaser and any other subsidiaries of Parent acquire in the
aggregate at least 90% of the outstanding Shares, pursuant to the Offer or
otherwise, then, at the election of Parent, a short-form merger could be
effected without further approval of the Board or stockholders of the Company,
subject to compliance with the provisions of Section 253 of the DGCL. Even if
Parent and Purchaser do not own 90% of the outstanding Shares following
consummation of the Offer, Parent and Purchaser could seek to purchase
additional Shares in the open market or otherwise in order to reach the 90%
threshold and employ a short-form merger. The per Share consideration paid for
any Shares so acquired may be greater or less than the Offer Price. Parent and
Purchaser have advised the Company that they presently intend to effect a
short-form merger if permitted to do so under the DGCL, pursuant to which
Purchaser will be merged with and into the Company.

SECTION 262 OF THE DGCL.

Holders of the Shares do not have appraisal rights in connection with the
Offer. However, if the Merger is consummated, holders of the Shares at the
Effective Time will have certain rights pursuant to the provisions of Section
262 of the DGCL, including the right to dissent and demand appraisal of, and to
receive payment in cash of

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the fair value of, their Shares. Under Section 262 of the DGCL, dissenting
stockholders of the Company who comply with the applicable statutory procedures
will be entitled to receive a judicial determination of the fair value of their
Shares (exclusive of any element of value arising from the accomplishment or
expectation of the Merger) and to receive payment of such fair value in cash,
together with a fair rate of interest thereon, if any. Any such judicial
determination of the fair value of the Shares could be based upon factors other
than, or in addition to, the price per Share to be paid in the Merger or the
market value of the Shares. The value so determined could be more or less than
the price per Share to be paid in the Merger.

ITEM 9. EXHIBITS.

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(1) Offer to Purchase dated September 8, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO filed by
Parent and Purchaser on September 8, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(B) to the Schedule TO filed by Parent and
Purchaser on September 8, 2000).
(a)(3) Letter from the President and Chief Executive Officer of the
Company to the Company's stockholders dated September 8,
2000 (filed herewith).
(a)(4) Joint Press Release issued by Parent and the Company on
August 31, 2000 (incorporated by reference to the Schedule
14D-9 filed by the Company on August 31, 2000).
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit (a)(1)(D) to the Schedule TO filed by Parent and
Purchaser on September 8, 2000).
(a)(6) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit (a)(1)(E) to the
Schedule TO filed by Parent and Purchaser on September 8,
2000).
(a)(7) Opinion of J.P. Morgan Securities Inc. dated August 30, 2000
(included as Annex I to this Schedule 14D-9).
(e)(1) Agreement and Plan of Merger, dated as of August 30, 2000,
by and among Parent, Purchaser and the Company (incorporated
by reference to Exhibit (d)(1) to the Schedule TO filed by
Parent and Purchaser on September 8, 2000).
(e)(2) Stockholder Agreement, dated as of August 30, 2000, by and
among Parent,. Purchaser, 399 Venture Partners, Inc.,
Richard M. Klein and John H. Schroeder (incorporated by
reference to Exhibit (d)(2) to the Schedule TO filed by
Parent and Purchaser on September 8, 2000).
(e)(3) Employment Agreement, dated June 2, 1995, between the
Company and Richard M. Klein (incorporated by reference to
Exhibit 10.11 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1995).
(e)(4) Amendment No. 1 to Employment Agreement, dated April 25,
2000, between the Company and Richard M. Klein (incorporated
by reference to Exhibit 10.30 to the Amended Quarterly
Report on Form 10-Q/A of the Company for the quarter ended
June 30, 2000).
(e)(5) Employment Agreement, dated November 4, 1998, between the
Company and Robert M. Parlman (incorporated by reference to
Exhibit 10.20 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999).
(e)(6) Supplement to Employment Agreement, dated April 28, 2000,
between the Company and Robert M. Parlman (incorporated by
reference to Exhibit 10.28 to the Amended Quarterly Report
on Form 10-Q/A of the Company for the quarter ended June 30,
2000).
(e)(7) Employment Agreement, dated October 4, 1999, between the
Company and Douglas S. Brown (incorporated by reference to
Exhibit 10.21 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999).
</TABLE>

9
<PAGE> 10

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(e)(8) Supplement to Employment Agreement, dated April 28, 2000,
between the Company and Douglas S. Brown (incorporated by
reference to Exhibit 10.25 to the Amended Quarterly Report
on Form 10-Q/A of the Company for the quarter ended June 30,
2000).
(e)(9) Employment Agreement, dated July 15, 1998, between the
Company and Steven F. Ladin (incorporated by reference to
Exhibit 10.22 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999).
(e)(10) Supplement to Employment Agreement, dated April 28, 2000,
between the Company and Steven F. Ladin (incorporated by
reference to Exhibit 10.26 to the Amended Quarterly Report
on Form 10-Q/A of the Company for the quarter ended June 30,
2000).
(e)(11) Employment Agreement, dated July 26, 1984, between the
Company and Stephen R. Adler, as supplemented by Supplement
to Employment Agreement, dated February 13, 1998, between
the Company and Stephen R. Adler, and Supplement to
Employment Agreement, dated April 28, 2000, between the
Company and Stephen R. Adler (filed herewith).
(e)(12) Employment Agreement, dated July 5, 1995, between the
Company and John H. Schroeder (incorporated by reference to
Exhibit 10.12 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1995).
(e)(13) Supplement to Employment Agreement, dated April 28, 2000,
between the Company and John H. Schroeder (incorporated by
reference to Exhibit 10.29 to the Amended Quarterly Report
on Form 10-Q/A of the Company for the quarter ended June 30,
2000).
(e)(14) Executive Bonus Plan (incorporated by reference to the
Annual Report on Form 10-K of the Company for the year ended
December 31, 1992).
(e)(15) Amendment to the Executive Bonus Plan (incorporated by
reference to Exhibit 10.32 to the Amended Quarterly Report
on Form 10-Q/A of the Company for the quarter ended June 30,
2000).
(e)(16) Share Participation Plan, dated June 11, 1990, as amended by
Share Participation Plan Amendment No. 1 dated October 30,
1992, and Share Participation Plan Amendment No. 2 dated
April 27, 2000 (filed herewith).
(e)(17) Amended and Restated 1992 Stock Option Plan, dated April 19,
1996, as amended by First Amendment to Amended and Restated
1992 Stock Option Plan (filed herewith).
(e)(18) Amendment No. 2, dated as of August 30, 2000, to the Rights
Agreement between the Company and Fleet National Bank, as
Rights Agent (incorporated by reference to Exhibit 4(a) to
the Registration Statement on Form 8-A/A filed by the
Company on September 1, 2000).
</TABLE>

10
<PAGE> 11

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

SYBRON CHEMICALS INC.

By: /s/ Steven F. Ladin
---------------------------------------
Name: Steven F. Ladin
Title: Vice President, Finance and
Chief Financial Officer

Dated: September 8, 2000

11
<PAGE> 12

ANNEX I

JPMORGAN

J.P. Morgan Securities Inc.
60 Wall Street
New York NY
10260-0060
August 30, 2000

The Board of Directors
Sybron Chemicals Inc.
Birmingham Road, P.O. Box 66
Birmingham, New Jersey 08011

Attention: Mr. Richard M. Klein
President & Chief Executive Officer

Ladies and Gentlemen:

You have requested our opinion as to the fairness, from a financial
point of view, to the stockholders of Sybron Chemicals, Inc. (the
"Company") of the consideration proposed to be paid to them in
connection with the proposed cash tender offer for the outstanding
shares of Common Stock, par value $0.01 (the "Common Stock"), of the
Company (the "Offer") by a wholly owned subsidiary of Bayer
Corporation (the "Buyer"), followed by a merger of the Company with
such subsidiary of the Buyer (the "Merger" and together with the
Offer, the "Transaction"). Pursuant to the Agreement and Plan of
Merger, dated as of August 30, 2000 (the "Agreement"), among the
Company, the Buyer and Project Toledo Acquisition Corp. (the "Merger
Subsidiary"), the Merger Subsidiary will make the Offer, the Company
will be merged with the Merger Subsidiary and become a wholly-owned
subsidiary of the Buyer, and stockholders of the Company will receive
for each share of Common Stock held by them consideration equal to
$35.00 per share.

In arriving at our opinion, we have reviewed (i) the Agreement; (ii)
the Stockholder Agreement, dated as of August 30, 2000, among the
Buyer, the Merger Subsidiary and certain shareholders of
approximately 45% of the Common Stock, in the aggregate; (iii)
certain publicly available information concerning the business of the
Company and of certain other companies engaged in businesses
comparable to those of the Company, and the reported market prices
for certain other companies' securities deemed comparable; (iv)
publicly available terms of certain transactions involving companies
comparable to the Company and the consideration received for such
companies; (v) current and historical market prices of the common
stock of the Company; (vi) the audited financial statements of the
Company for the fiscal year ended December 31, 1999, and the
unaudited financial statements of the Company for the period ended
June 30, 2000; (vii) certain agreements with respect to outstanding
indebtedness or obligations of the Company; (viii) certain internal
financial analyses and forecasts
<PAGE> 13
JPMORGAN

- 2 -

prepared by the Company and its management; and (ix) the terms of
other business combinations that we deemed relevant.

In addition, we have held discussions with certain members of the
management of the Company with respect to certain aspects of the
Transaction, and the past and current business operations of the
Company, the financial condition and future prospects and operations
of the Company, the effects of the Transaction on the financial
condition and future prospects of the Company, and certain other
matters we believed necessary or appropriate to our inquiry. We have
visited certain representative facilities of the Company, and
reviewed such other financial studies and analyses and considered
such other information as we deemed appropriate for the purposes of
this opinion.

In giving our opinion, we have relied upon and assumed, without
independent verification, the accuracy and completeness of all
information that was publicly available or was furnished to us by the
Company or otherwise reviewed by us, and we have not assumed any
responsibility or liability therefor. We have not conducted any
valuation or appraisal of any assets or liabilities, nor have any
such valuations or appraisals been provided to us. In relying on
financial analyses and forecasts provided to us, we have assumed that
they have been reasonably prepared based on assumptions reflecting
the best currently available estimates and judgments by management as
to the expected future results of operations and financial condition
of the Company to which such analyses or forecasts relate. We have
also assumed that the Offer and the Merger will each have the tax
consequences described in discussions with, and materials furnished
to us by, representatives of the Company, and that the other
transactions contemplated by the Agreement will be consummated as
described in the Agreement. We have relied as to all legal matters
relevant to rendering our opinion upon the advice of counsel.

Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to us
as of, the date hereof. It should be understood that subsequent
developments may affect this opinion and that we do not have any
obligation to update, revise, or reaffirm this opinion.

We have acted as financial advisor to the Company with respect to the
proposed Merger and will receive a fee from the Company for our
services. We will also receive an additional fee if the proposed
Merger is consummated. J.P. Morgan and its affiliates have, from time
to time in the past, provided investment banking and commercial
banking services to the Buyer for which they have received customary
compensation. In the ordinary course of their businesses, J.P. Morgan
and its affiliates may actively trade the debt and equity securities
of the Company or the Buyer for their own account or for the accounts
of customers and, accordingly, they may at any time hold long or
short positions in such securities.

On the basis of and subject to the foregoing, it is our opinion as of
the date hereof that the consideration to be paid to the Company's
stockholders in the proposed Transaction is fair, from a financial
point of view, to such stockholders.
<PAGE> 14
JPMORGAN

- 3 -

This letter is provided to the Board of Directors of the Company in
connection with and for the purposes of its evaluation of the
Transaction. This opinion does not constitute a recommendation to any
stockholder of the Company as to whether such stockholder should
tender its Common Stock in response to the Offer or how such
stockholder should vote with respect to the Merger. This opinion may
not be disclosed, referred to, or communicated (in whole or in part)
to any third party for any purpose whatsoever except with our prior
written consent in each instance. This opinion may be reproduced in
full in any proxy or information statement mailed to stockholders of
the Company but may not otherwise be disclosed publicly in any manner
without our prior written approval and must be treated as
confidential.

Very truly yours,

J.P. MORGAN SECURITIES INC.

Signed: /s/ J.P. Morgan Securities
------------------------------------------------------------------
<PAGE> 15

ANNEX II

SYBRON CHEMICALS INC.
BIRMINGHAM ROAD
P.O. BOX 66
BIRMINGHAM, NEW JERSEY 08011

INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULE 14f-1 THEREUNDER
------------------------

NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
------------------------

This Information Statement is being mailed on or about September 8, 2000 as
a part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Sybron Chemicals Inc. (the "Company") to the holders of
record of shares of common stock, par value $0.01 per share, of the Company (the
"Common Stock" or the "Shares"). You are receiving this Information Statement in
connection with the possible election of persons designated by Project Toledo
Acquisition Corp. ("Purchaser") to a majority of the seats on the Board of
Directors of the Company (the "Board"). Capitalized terms used herein and not
otherwise defined herein have the meaning set forth in the Schedule 14D-9.

On August 30, 2000, the Company, Bayer Corporation ("Parent") and Purchaser
entered into an Agreement and Plan of Merger (the "Merger Agreement") in
accordance with the terms and subject to the conditions of which (i) Parent
caused Purchaser to commence the Offer for all outstanding Shares at a price of
$35.00 per Share, net to the seller in cash, without interest thereon, and (ii)
Purchaser will be merged with and into the Company (the "Merger"). As a result
of the Offer and the Merger, the Company would become a wholly owned subsidiary
of Parent. The Offer is scheduled to expire at 12:00 Midnight, New York City
time, on October 5, 2000, unless the Offer is extended in accordance with the
Merger Agreement and applicable law.

The Merger Agreement provides that, promptly upon the purchase of Shares
pursuant to the Offer and from time to time thereafter, Purchaser will be
entitled to designate up to such number of directors (the "Purchaser Designees")
on the Board as will give Purchaser representation on the Board proportionate to
its ownership interest. The Company has agreed that, promptly upon the request
of Purchaser, the Company will either increase the size of the Board or secure
the resignation of such number of directors as is necessary to enable the
Purchaser Designees to be elected to the Board and to cause the Purchaser
Designees to be so elected. In addition, the Company has agreed to use its
reasonable efforts to cause the Purchaser Designees to constitute the same
percentage as is on the Board of (i) each committee of the Board (other than any
committee of the Board established to take action pursuant to the Merger
Agreement), (ii) each board of directors of each subsidiary of the Company
designated by Purchaser and (iii) each committee of each such board.

This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder. You are urged to read this Information Statement carefully. You are
not, however, required to take any action at this time.

The information contained in this Information Statement (including the
information incorporated by reference) concerning Parent, Purchaser and the
Purchaser Designees has been furnished to the Company by Parent, and the Company
assumes no responsibility for the accuracy or completeness of such information.

GENERAL INFORMATION REGARDING THE COMPANY

At the close of business on September 6, 2000, there were 5,738,426 shares
of Common Stock outstanding. Each share of Common Stock is entitled to one vote.
The Board currently consists of five members.
<PAGE> 16

RIGHT TO DESIGNATE DIRECTORS; THE PURCHASER DESIGNEES

The Merger Agreement provides that, subject to the requirements of
applicable law, promptly upon the purchase by Purchaser of Shares pursuant to
the Offer and from time to time thereafter, Purchaser shall be entitled to
designate up to such number of directors, rounded up to the next whole number,
on the Board as will give Purchaser representation on the Board equal to the
product of the number of directors on the Board, after giving effect to such
representation, and the percentage that such number of Shares so purchased (or
subsequently acquired by Purchaser or any of its affiliates from time to time,
in accordance with applicable law, in open market or privately negotiated
transactions, at such price or prices as they may determine in their sole
discretion) bears to the total number of issued and outstanding Shares, and
promptly upon request by Purchaser, the Company shall either increase the size
of the Board or secure the resignation of such number of directors as is
necessary to enable Purchaser's designees to be so elected. At such times the
Company will use its reasonable best efforts to cause individuals designated by
Purchaser to constitute the same percentage as is on the Board of (i) each
committee of the Board (other than any committee of the Board established to
take action pursuant to the Merger Agreement), (ii) each board of directors of
each subsidiary of the Company designated by Purchaser and (iii) each committee
of each such board. Notwithstanding the foregoing, until the time Purchaser
purchases Shares representing a majority of the Company's outstanding voting
power on a fully diluted basis, the Company shall use its reasonable efforts to
ensure that all of the members of the Board and such boards and committees as of
the date hereof who are not employees of the Company and who are not otherwise
affiliated with Purchaser shall remain members of the Board and such boards and
committees until the Effective Time.

Following the election or appointment of the Purchaser Designees and prior
to the Effective Time, any amendment of the Merger Agreement or any provisions
of the Restated Certificate of Incorporation or By-Laws of the Company which
directly or indirectly affects the consummation of the Merger or the terms or
the timing thereof, any extension by the Company of the time for the performance
of any of the obligations or other acts of Parent or Purchaser or waiver of any
of the Company's rights under the Merger Agreement, will require the concurrence
of a majority of the directors of the Company then in office who are not
designated by Purchaser or otherwise affiliated with Purchaser.

Purchaser has informed the Company that it will choose the initial
Purchaser Designees from the persons listed below. With respect to the Purchaser
Designees, the following table, prepared from information furnished to the
Company by Parent, sets forth the name, occupation and age of each such
Purchaser Designee. Purchaser has informed the Company that each of the
Purchaser Designees listed below has consented to act as a director, if so
designated. If necessary, Purchaser may choose additional or other Purchaser
Designees, subject to the requirements of Rule 14f-1.

It is expected that the Purchaser Designees may assume office at any time
following the purchase by Purchaser of a majority of the outstanding Shares
pursuant to the Offer, which purchase cannot be earlier than Thursday, October
5, 2000, and that, upon assuming office, the Purchaser Designees will thereafter
constitute at least a majority of the Board.

Joseph A. Akers 55 USA Bayer Corporation, Executive Vice President, Senior VP, Diagnostics,
100 Bayer Road, Chief Financial Officer, February 1992 to Present,
Pittsburgh, PA 15205 Bayer Corporation Bayer Corporation.
(April 1999 to Present)
</TABLE>

2
<PAGE> 17

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AGE CITIZENSHIP BUSINESS ADDRESS OCCUPATION/EMPLOYMENT 5 YEAR EMPLOYMENT HISTORY
---- --- ----------- -------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
Dr. Richard Pott 47 Germany Bayer AG, Member of Board of Member of Board of
51368 Leverkusen, Directors of ELEMICA Directors of Bayer Japan
Federal Republic of (since August 2000); Ltd. (from March 1997 to
Germany Member of Board of April 1999); Member of
Directors of Bayer Board of Directors of
(Proprietary) Ltd. (since Bayer (China) Ltd. (from
April 1999); Member of January 1998 to April
Board of Directors of 1999); Member of Board of
Chrome International South Directors of Rhein Chemie
Africa (Pty) Ltd. (since Rheinau GmbH, Mannheim
April 1999); Member of (from March 1997 to April
Board of Directors of 1999).
DyStar Texilfarben GmbH
(since March 1997)
Nicholas T. 57 USA Bayer Corporation Executive Vice President, President, Performance
Cullen, Jr. 100 Bayer Road Bayer Corporation and Products Division, Bayer
Pittsburgh, PA 15205 President, Plastics Corporation (1997 to
Division 1998); Senior Vice
President, Coatings Raw
Materials, Bayer
Corporation (1995 to
1996).
John L. Williams 55 USA Bayer Corporation Executive Vice President, Senior Vice President,
100 Bayer Road Bayer Corporation, Bayer Corporation (1995 to
Pittsburgh, PA 15205 President, Coatings and 1999).
Colorants Division, Bayer
Corporation (1999 to
present)
R.D. Fuchs 53 USA Bayer Corporation Executive Vice President, Sarnia Site Manager --
100 Bayer Road Chief Technology Officer, Sarnia Ontario, Canada,
Pittsburgh, PA 15205 Bayer Corporation (March Bayer Inc. (January 1994
1997 to present) to March 1999).
E.L. Foote, Jr. 55 USA Bayer Corporation Executive Vice President, Senior Vice President
100 Bayer Road Industrial Chemicals Manufacturing &
Pittsburgh, PA 15205 Division, Bayer Technology, Bayer
Corporation (1997 to Corporation (1995 to
present) 1997).
</TABLE>

3
<PAGE> 18

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

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 September 6, 2000.
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.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK*
---------------- -------------------- -------------
<S> <C> <C>
399 Venture Partners, Inc................................... 2,025,000(1) 35.29
Citibank, N.A.
Citicorp
399 Park Avenue
New York, NY 10043
Mario Joseph Gabelli........................................ 1,139,100(2) 19.85
Gabelli Associates Fund
Gabelli Performance Partnership
One Corporate Center
Rye, NY 10580-1434
Richard M. Klein............................................ 499,042(3) 8.7
P.O. Box 66
Birmingham, NJ 08011
</TABLE>

---------------
* Based on outstanding shares as of September 6, 2000.

(1) Based on a Schedule 13G/A, filed with the Securities and Exchange Commission
(the "Commission") as of February 14, 2000, 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 13D/A, filed with the Commission as of April 21, 1999 by
Gamco Investors, Inc. ("GAMCO"), Gabelli Funds, LLC. ("GFL"), Gabelli
Associates Fund ("Gabelli Associates"), Gabelli International Limited
("GIL"), Gabelli Performance Partnership L.P. ("GPP"), Gabelli Advisers,
Inc. ("Gabelli Advisers"), Gabelli Foundation, Inc. ("Foundation"),Gabelli
Funds, Inc. ("GFI"), Gabelli Asset Management, Inc. ("GAMI"), Marc J.
Gabelli and Mario J. Gabelli, which states that each of the following
entities or individuals has sole voting and dispositive power over the
number of shares of the Company's Common Stock listed next to its or his
name: GAMCO -- 793,100 shares (13.83% of Common Stock outstanding),
GFL -- 263,000 shares (4.59% of Common Stock outstanding), Gabelli
Associates -- 0 shares (0.0% of Common Stock outstanding), GIL -- 42,000
shares (0.73% of Common Stock outstanding), GPP -- 33,400 shares (0.58% of
Common Stock outstanding), Gabelli Advisers -- 5,600 shares (0.1% of Common
Stock outstanding), Foundation -- 2,000 shares (.03% of Common Stock
outstanding), GFI -- 0 shares (0.0% of Common Stock outstanding), Marc J.
Gabelli -- 0 shares (0.0% of Common Stock outstanding), GAMI -- 0 shares
(0.0% of Common Stock outstanding), Mario J. Gabelli -- 0 shares (0.0% of
Common Stock outstanding); that the address of GFI, GAMI, GAMCO, Gabelli
Advisers and Gabelli Associates is One Corporate Center, Rye, New York,
10580-1434, the address of Foundation is 165 West Liberty Street, Reno,
Nevada 89501, the address of GPP is 401 Theodore Fremd Ave., Rye, New York
10580, and the address of GIL is c/o MeesPicrson (Cayman) Limited, British
American Centre, Dr. Roy's Drive -- Phase 3, George

4
<PAGE> 19

Town, Grand Cayman, British West Indies; that the reporting persons do not
admit that they constitute a group; that Mario J. Gabelli is deemed to have
beneficial ownership of the shares owned beneficially by each of the
reporting persons other than Marc J. Gabelli; and that GFI and GAMI are
deemed to have beneficial ownership of the shares beneficially owned by each
of the reporting persons other than Mario J. Gabelli, Marc J. Gabelli and
the Foundation.

(3) Shares issuable pursuant to options exercisable within 60 days of September
6, 2000 are deemed to be beneficially owned; accordingly, the amount
beneficially owned by Richard M. Klein includes 22,500 shares of Common
Stock underlying options held by him.

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 of the Company, by each of the Company's three 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 September 6, 2000. 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.

<TABLE>
<CAPTION>
AMOUNT PERCENT OF
NAME BENEFICIALLY OWNED(1) COMMON STOCK
---- --------------------- ------------
<S> <C> <C>
Richard M. Klein............................................ 499,042 8.7
Kirk P. Pond................................................ 4,400 *
Fred P. Rullo, Jr. ......................................... 4,400 *
Richard Mayberry............................................ 0 *
John H. Schroeder........................................... 84,802 1.5
Steven F. Ladin............................................. 15,662 *
Robert M. Parlman........................................... 8,764 *
Douglas S. Brown............................................ 0 *
All directors and executive officers a group (11 persons)... 658,919 11.3
</TABLE>

---------------
* Represents less than 1% of the Company's outstanding shares of Common Stock.

(1) Shares issuable pursuant to options exercisable within 60 days of September
6, 2000 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
22,500 shares, Kirk. P. Pond 4,400 shares, Fred P. Rullo 2,000 shares, John
H. Schroeder 20,700 shares, Steven F. Ladin 10,000 shares, and Robert M.
Parlman 5,000 shares; and all directors and executive officers as a group
92,775 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, and the regulations thereunder, require
the Company's officers and directors and persons who own more than ten percent
of a registered class of the Company's equity securities (collectively, the
"reporting persons") to file reports of ownership and changes in ownership with
the Commission and to furnish the Company with copies of these reports. Based on
the Company's review of the copies of these reports received by it, and written
representations received from reporting persons, the Company believes that all
filings required to be made by the reporting persons during the 2000 fiscal year
and the fiscal year ended December 31, 1999 were made on a timely basis.

5
<PAGE> 20

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The executive officers and directors of the Company, their ages and their
positions are set forth below.

<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH COMPANY
---- --- ----------------------
<S> <C> <C>
Richard M. Klein..................... 62 President, Chief Executive Officer and Director
Stephen R. Adler..................... 50 Vice President, Human Resources
Doug Brown........................... 46 President, Ruco Polymer Intermediates
Peter de Bruijn...................... 51 Executive Vice President, Textile Chemicals and Managing
Director, Europe
Steven F. Ladin...................... 53 Vice President, Finance and Chief Financial Officer
Robert M. Parlman.................... 50 President, Textile Chemicals
John H. Schroeder.................... 49 Executive Vice President Environmental Products and
Services and Director
Richard Mayberry..................... 47 Director
Kirk P. Pond......................... 55 Director
Fred P. Rullo, Jr.................... 59 Director
</TABLE>

Dr. Klein has been a director of the Company and its President and Chief
Executive Officer since its inception in 1987. Since 1969 and until July 1987,
Dr. Klein served in various managerial positions with the Sybron Chemical Group,
becoming its senior executive officer in 1978. He holds a Ph.D. in Chemistry
from the University of Illinois. Dr. Klein currently serves as Chairman of the
Board of Governors of the Synthetic Organic Chemicals Manufacturers Association
(SOCMA), and is a director of Mannington Mills, Inc. He currently serves through
appointment by Governor Christine Todd Whitman on the Board of the Commerce and
Economic Growth Commission of New Jersey and as a member of the Prosperity New
Jersey Commission and the New Jersey Economic Development Site Task Force. His
term as director will expire in 2001.

Mr. Adler has been the Vice President, Human Resources for the Company and
the Sybron Chemical Group since 1984.

Mr. Brown joined the Company in December 1999 as President, Ruco Polymer
Intermediates. Prior to joining the Company, he was Vice President for the
Structural Composites and Electronic Materials Business segment in Ciba
Specialty Chemical's Polymer Division. Mr. Brown was employed with Ciba
Specialty Chemicals from 1987 to December 1999. Prior to employment with Ciba
Specialty Chemicals, Mr. Brown held positions with Montedison USA, C.H. Kline
and Co. and the International Nickel Corp.

Mr. de Bruijn has served in various managerial positions within the Company
and the Sybron Chemical Group since January 1972. In January 1995, he was
promoted to Managing Director Europe Division with managerial responsibility for
the Company's textile chemical business in Europe and in 1998 he was appointed
Executive Vice President, Textile Chemicals.

Mr. Ladin joined the Company in August 1998 as Vice President, Finance and
Chief Financial Officer. He also holds the positions of Treasurer and Corporate
Secretary. Prior to joining the Company, he was Controller of The DuPont Merck
Pharmaceutical Company, which he joined on it's creation in 1991 after 14 years
with E.I. DuPont Company, Inc., a leading international chemical company.

Dr. Parlman joined the Company in December 1998 as President, Textile
Chemicals. Prior to joining the Company, he served as Vice President, General
Manager for a Zeeland Chemicals Inc. subsidiary, and Vice President-Business
Development of Cambrex Corporation. Prior to that, he was Vice President,
Tretolite Division, Petrolite Corporation, with international responsibility for
their oil field specialty chemicals business.

Mr. Schroeder has served in various managerial positions within the Company
since 1983 and has been a director of the Company since 1992. He was promoted to
Executive Vice President Environmental Products and Services in March 1996 with
responsibility for all business activities for the Company's Environmental
Products and Services segment. His term as director will expire in 2002.

6
<PAGE> 21

Mr. Mayberry has been a director of the Company since June, 2000. He is
currently, and has been for the past five years, a Managing Director of Citicorp
Capital Investors, Ltd. Mr. Mayberry serves on the board of directors of
American Commercial Lines LLC, Brunner Mond Group Plc. and various private
companies. His term as a Director will expire in 2001.

Mr. Pond has been a director of the Company since May 1998 and has been
Chairman, President and CEO of Fairchild Semiconductor Corporation of Portland,
Maine and a member of the office of the President of National since 1994. He
also served in various management positions for the combined National and
Fairchild Logic businesses since 1984. Mr. Pond currently serves as Chairman of
Fairchild's Board of Directors. His term as a director will expire at the 2000
Annual Meeting of Shareholders.

Mr. Rullo has been a director of the Company since February 1999. He is
currently Vice Chairman of Naxcor Biotech. He also was Chairman, President and
CEO of Freedom Chemical Company. Prior to that he was President of ABB
Combustion Systems and Services, Executive Vice President and Director of
Lyondell Petrochemical Company, Senior Vice President of Arco Chemical Company
and was a director of Rexene Corporation. Mr. Rullo is currently Chairman and
CEO of Penn Specialty Chemicals, Inc. and is currently director of Pro Mach,
Inc., Naxcor, Pecora Corporation and Carolina Best Friend Pet Care, LLC. His
term as a director will expire at the 2000 Annual Meeting of Shareholders.

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, 1999,
the Board of Directors met four times. During 1999, 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:

- 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 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 1999. The current members of
the Committee are Richard Mayberry (Chairman), Kirk P. Pond, and Fred P.
Rullo, Jr.

- 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 met one time during 1999. 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 1999. Its members are Richard M.
Klein (Chairman), Richard Mayberry 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
1999 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

7
<PAGE> 22

(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.

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 1999, 1998 and 1997, 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
--------------------------------- ---------------------------------
OTHER RESTRICTED
ANNUAL STOCK SECURITIES LTIP ALL OTHER
COMPENSA- AWARD(S) UNDERLYING PAYOUTS COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) TION($) ($) OPTIONS ($) TION($)(1)
--------------------------- ---- --------- -------- --------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard M. Klein................ 1999 291,900 133,107(2) -- -- -- -- 32,320
President and Chief 1998 286,039 96,391(3) -- -- -- -- 45,154
Executive Officer 1997 272,500 339,736(4) -- -- -- -- 36,416
Anthony F. Forgione............. 1999 202,462 64,777(2) -- -- -- -- 17,252
President, Polymer 1998 80,769 7,580(3) -- -- -- -- 17,198
Intermediates 1997 * * -- -- -- -- *
Robert M. Parlman............... 1999 200,000 45,378(2) -- -- -- 14,335
President, Textile 1998 16,667 -- -- -- -- -- 713
Chemicals 1997 * -- -- -- -- -- *
Steven F. Ladin................. 1999 177,190 56,169(2) -- -- -- -- 56,498
Vice President, Finance and 1998 76,282 7,051(3) -- -- -- -- 9,156
Chief Financial Officer 1997 * * -- -- -- -- *
John H. Schroeder............... 1999 175,350 63,616(2) -- -- -- -- 18,608
Executive Vice President, 1998 175,449 41,877(3) -- -- -- -- 21,727
Environmental Products and 1997 166,055 141,256(4) -- -- -- -- 18,968
Services
</TABLE>

---------------
* Not employed by the Company.

(1) Includes (with respect to amounts applicable to 1999) 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"), relocation reimbursement
("MOVING") and income tax preparation ("TAX") paid by the Company for the
benefit of the named executives: Richard M. Klein $13,365 (PLANS), $2,506
(AUTO), $16,449 SERP), $905 (TAX); John H. Schroeder $9,760 (PLANS), $5,879
(AUTO), $290 (LIFE), $2,679 (SERP); Anthony F. Forgione $7,200 (PLANS),
$7,800 (AUTO), $2,252 (SERP); Steven F. Ladin $6,761 (PLANS), $7,336 (AUTO),
$1,772 (SERP), $469 (LIFE), $40,160 (MOVING); and Robert M. Parlman $6,400
(PLANS), $5,045 (AUTO), $290 (LIFE), $2,600 (SERP).

(2) Consists of bonuses earned during 1999 and paid in 2000 pursuant to the
Company's Executive Bonus Plan (the "Executive Bonus Plan"). These bonuses
were paid in the form of Common Stock and cash in the following amounts:
Richard M. Klein 7,046 shares of Common Stock and $27,417 cash, Anthony F.
Forgione 3,443 shares of Common Stock and $13,132 cash, Robert M. Parlman
3,025 shares of Common Stock and $3 cash, Steven F. Ladin 3,098 shares of
Common Stock and $9,699 cash and John H. Schroeder 3,059 shares of Common
Stock and $17,731 cash. The closing price of the Common Stock on the date
the Executive Bonus Plan shares were issued was $15.00. For a description of
the determination of the number of shares issued see: "Report of the Audit
and Compensation Committee on Executive Compensation".

8
<PAGE> 23

(3) Consists of bonuses earned during 1998 and paid in 1999 pursuant to the
Executive Bonus Plan. These bonuses were paid in the form of Common Stock
and cash in the following amounts: Richard M. Klein 7,711 shares of Common
Stock and $3 cash, John H. Schroeder 3,350 shares of Common Stock and $2
cash, Steven F. Ladin 564 shares of Common Stock and $1 cash and Anthony F.
Forgione 0 shares of Common Stock and $7,580 cash. The closing price of the
Common Stock on the date the Executive Bonus Plan shares were issued
was$12.50. For a description of the determination of the number of shares
issued see: "Report of the Audit and Compensation Committee on Executive
Compensation".

(4) Consists of bonuses earned during 1997 and paid in 1998 pursuant to the
Executive 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 and John H. Schroeder 2,639 shares of Common Stock
and $52,190 cash. The closing price of the Common Stock on the date the
Executive 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".

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 1999. The
Company did not grant any stock appreciation rights ("SARs") during 1999.

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 1999. The Company does not have any outstanding SARs.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Klein.......... 0 0 19,800 10,200 -- --
Robert M. Parlman......... 0 0 5,000 20,000 -- --
Steven F. Ladin........... 0 0 5,000 20,000 -- --
John Schroeder............ 0 0 18,000 9,000 -- --
</TABLE>

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.

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.

9
<PAGE> 24

Salaries. 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 Executive Bonus Plan. The Executive Bonus Plan
provides for awards to executives based on meeting operating profit growth
targets.

Under the Executive 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 Executive 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. Adler, Ladin and Schroeder received 1999 bonuses
based on the executive officer basic bonus provisions of the Executive Bonus
Plan. Each received the same percentage payout relative to their grade level, in
accordance with the formula. Dr. Parlman and Mr. de Bruijn received their 1999
bonuses under alternative bonus plans based primarily on the performance of
their business areas as well as overall Company results, in accordance with the
formula.

Dr. Klein and Messrs. Adler, Ladin and Schroeder received 100% of their
1999 Projected Target bonus in Common Stock in accordance with the terms of the
Executive Bonus Plan. Dr. Parlman and Mr. de Bruijn, respectively, received 73%
and 88% of their Projected Target bonus, which was paid in Common Stock. The
number of shares of Common Stock was based on each executive officer's 1999
Projected Target (as defined in the Executive Bonus Plan), at a pre-established
historical price. This price was $16.00 for Dr. Klein and Messrs. Adler, de
Bruijn and Schroeder, $14.875 for Dr. Parlman and $15.125 for Mr. Ladin. The
actual amount of each executive officer's stock bonus for 1999 is based on the
February 28, 2000 trading price of $15.00 per share, which was 1% higher than
the $14.875 price noted above (Dr. Parlman), 1% lower than the $15.125 price
noted above (Mr. Ladin) and 6% lower than the $16.00 price noted above (Dr.
Klein, Mr. Adler, Mr. de Bruijn and Mr. Schroeder), and is used to calculate the
number of shares payable under the Executive Bonus Plan.

In 1999 Drs. Klein and Parlman and Messrs. Adler, Ladin, de Bruijn, and
Schroeder all received merit increases in base salary on their salary review
date.

AUDIT AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

Richard Mayberry (Chairman)
Kirk P. Pond
Fred P. Rullo, Jr.

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, as amended by
Amendment No. 1 to Employment Agreement dated April 25, 2000 with the Company
(collectively, the "Klein Agreement"). The Klein 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 Klein 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 Klein Agreement also provides that, in the event of a failure of the
Company to obtain the assumption of the obligation to perform the Klein
Agreement by any successor upon a change in control (as defined in the Klein
Agreement), or if within eighteen months after any change in control, Dr.
Klein's employment under the Klein
10
<PAGE> 25

Agreement terminates, Dr. Klein shall be entitled, within 30 days after his
termination, 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. The value of each incentive award shall be
determined in accordance with the provisions of Section 7(g)(4) of the Company's
Executive Bonus Plan. To the extent all or a portion of Dr. Klein's incentive
compensation awarded during the preceding three years was paid in shares of
common stock, the portion of the amount payable to Dr. Klein attributable to
such stock awards shall be calculated by multiplying (a) the average number of
shares awarded to him during such preceding three years, by (b) the fair market
value of the Company's shares as of the change in control. In addition, Dr.
Klein has 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 higher of (a) the fair market value of the shares (determined to be the mean
between the highest and lowest price for the shares traded on the American Stock
Exchange on the last trading day preceding the day of surrender), or (b) the
highest price per share offered to the Company's shareholders in any tender or
exchange offer which led to the change in control.

In the event any amounts payable under the Klein Agreement and under any
other plan, agreement or arrangement by which Dr. Klein is to receive payments
in the nature of compensation from the Company constitute "excess parachute
payments" as that term is defined for purposes of Section 280G of the Internal
Revenue Code of 1986, as amended, and Treasury Regulations promulgated pursuant
thereto, Dr. Klein shall be entitled to receive additional cash payments such
that, after payment of all federal excise taxes on the excess parachute payments
and the additional cash payments, he will have a net amount equal to the amount
he would have received under the terms of the Klein Agreement and under any
other plan, agreement or arrangement pursuant to which he is to receive payments
in the nature of compensation from the Company (but not including the additional
cash payments) if no portion of such payments and/or benefits were treated as
excess parachute payments for purposes of Internal Revenue Code Section 280G.
The initial determination of whether an additional cash payment is required and
the amount thereof shall be made by the Company's regularly engaged certified
public accountants.

The Klein Agreement subjects Dr. Klein to confidentiality obligations and
certain restrictions on competing with and soliciting customers of the Company
for a period of one year following termination of the Klein Agreement.

Dr. Parlman (President, Textile Chemicals) is employed pursuant to an
Employment Agreement dated November 4, 1998 with the Company, as supplemented by
a Supplement to Employment Agreement dated April 28, 2000 with the Company
(collectively, the "Parlman Agreement"). The Parlman Agreement provides for a
base salary of $200,000 and makes Dr. Parlman eligible for an annual executive
bonus based on his businesses' financial performance versus targets. Upon
joining the Company, Dr. Parlman received options for 25,000 shares of Common
Stock. He is also eligible to participate in the Company's medical, dental,
group insurance and other executive benefit plans. Unless terminated for cause
(as defined in the Parlman Agreement), Dr. Parlman is entitled to a minimum
termination payment of 12 months' salary. As part of the Parlman Agreement, Dr.
Parlman agreed not to disclose confidential information or trade secrets of the
Company at any time, and he agreed to a non-interference covenant which expires
eighteen months after the termination of his employment.

The Parlman Agreement also provides that, in the event of a change in
control, if Dr. Parlman's employment terminates without cause any time prior to
the first anniversary of the date of the change in control, he shall be entitled
to a lump sum payment, payable no later than 30 days after his employment with
the Company so terminates, equal to the sum of the following: (a) two times his
annual base salary in effect on the change in control date, plus (b) his target
bonus (as defined in the Company's Executive Bonus Plan) for the year in which
his termination occurs prorated for the number of months of service during that
year prior to the termination, plus (c) his full target bonus for each of the
two years following the year in which his termination occurs. If Dr. Parlman's
employment terminates without cause on or after the first anniversary of the
date of the change in control, he will be entitled to a lump sum payment,
payable no later than 30 days after his employment with the Company so
terminates, equal to the sum of the following: (x) one time his annual base
salary in effect on the change in control date, plus (y) his target bonus for
the year in which termination occurs, prorated for the number

11
<PAGE> 26

of months of service during that year prior to the termination, plus (z) his
full target bonus for the year following the year in which termination occurs.

Mr. Ladin (Vice President, Finance and Chief Financial Officer) is employed
pursuant to an employment agreement dated July 15, 1998 with the Company, as
supplemented by a Supplement to Employment Agreement dated April 28, 2000 with
the Company (collectively, the "Ladin Agreement"). The Ladin Agreement pays Mr.
Ladin a base salary of $175,000 per year and makes him eligible for the
Company's Executive Bonus Program. Upon joining the Company, Mr. Ladin received
options for 25,000 shares of the Company's Common Stock. Under the Ladin
Agreement, he is eligible for the Company's hospitalization, dental, group
insurance, savings and thrift, pension, and other executive benefit plans. He
also has use of a Company car, including gas, maintenance, and insurance at
Company expense. Unless terminated for cause (as defined in the Ladin Agreement)
his minimum termination payment is six months' salary. As part of the Ladin
Agreement, Mr. Ladin agreed not to disclose confidential information or trade
secrets of the Company at any time, and he is subject to a non-interference
covenant which expires eighteen months after the termination of his employment.
The Ladin Agreement contains change in control provisions identical to those
found in the Parlman Agreement described above.

Mr. Steven R. Adler (Vice President, Human Resources) is employed pursuant
to an Employment Agreement dated July 26, 1984 with the Company as supplemented
by a Supplement to Employment Agreement dated February 13, 1998 with the
Company, and a Supplement to Employment Agreement dated April 28, 2000 with the
Company (collectively, the "Adler Agreement"). Under the Adler Agreement, Mr.
Adler is eligible for the Company's Executive Bonus Program. In addition he is
eligible to participate in the Company's hospitalization, dental, group
insurance, vacation and employee pension plans. The Adler Agreement contains
change in control provisions identical to those found in the Parlman agreement
described above.

Mr. Douglas S. Brown (President, Ruco Polymer Intermediates) is employed
pursuant to an Employment Agreement dated October 4, 1999 with the Company, as
supplemented by a Supplement to Employment Agreement dated April 28, 2000 with
the Company (collectively, the "Brown Agreement"). Under his agreement, Mr.
Brown receives a base salary of $210,000 per year and is eligible for the
Company's Executive Bonus Plan. Upon joining the Company, Mr. Brown received a
sign-on payment of $10,000 and options for 25,000 shares of the Company's Common
Stock. Pursuant to the Brown Agreement, Mr. Brown is eligible to participate in
the Company's medical, dental, group insurance, savings and thrift, and other
executive benefit plans. He also has use of a Company car, including gas,
maintenance and insurance at Company expense. The Brown Agreement contains
change in control provisions identical to those found in the Parlman agreement
described above.

Mr. John H. Schroeder (Executive Vice President, Environmental Products and
Services) is employed pursuant to an Amended and Restated Employment Agreement
dated July 5, 1995, as supplemented by a Supplement to Employment Agreement
dated April 28, 2000 (collectively, the "Schroeder Agreement"). The Schroeder
Agreement provides that in the event the Company disposes of substantially all
of the assets of, spins off, or otherwise sells its Ion Exchange Business while
Mr. Schroeder is the executive within the Company directly responsible for the
Ion Exchange Business, or within three months after his employment with the
Company terminates without cause (as defined in the Schroeder Agreement), and he
is not offered comparable employment (as defined in the Schroeder Agreement) by
the successor owner of the Ion Exchange Business he will be entitled to be
employed by the Company for a period of two years after the divestiture with
remuneration, benefits and responsibilities comparable to those earned prior to
the divestiture, or, at the Company's option, he will be entitled to receive
from the Company for a period of two years after the divestiture, payments equal
to his base salary plus target bonus at the time of the divestiture. If he is
offered comparable employment by the successor but his employment terminates
prior to the second anniversary of the divestiture without cause he will be
entitled to be employed by the Company for the balance of such two-year period
on terms and conditions constituting comparable employment, or, at the Company's
option, he will be entitled to receive from the Company for the balance of such
two-year period payments equal to his base salary plus target bonus at the time
of the divestiture. In the event of the sale or other disposition of the Company
as a whole, the Schroeder Agreement contains change in control provisions
identical to those contained in the Parlman Agreement described above.

12
<PAGE> 27

STOCK PERFORMANCE GRAPH

The following graph sets forth the cumulative total stockholder return on
the Common Stock from December 31, 1994 through December 31, 1999, as compared
to the returns of the Standard and Poor's Specialty Chemicals Stock Index and
Standard and Poor's Small Cap 600 Index for the same period. The graph assumes
$100 was invested on December 31, 1994 in the Company's Common Stock and in each
of the Standard and Poor's indicies and assumes the reinvestment of dividends in
each of the Standard and Poor's indices.

COMPARISON OF CUMULATIVE TOTAL RETURNS
[LINE GRAPH]

<TABLE>
<CAPTION>
SYBRON CHEMICALS S&P SMALL CAP 600 S&P SPECIALTY CHEMICALS
---------------- ----------------- -----------------------
<S> <C> <C> <C>
12/94 100 100 100
12/95 69 129 129
12/96 100 155 138
12/97 216 192 169
12/98 87 188 135
12/99 76 210 165
</TABLE>