FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10788
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333696
(State of Incorporation) (I. R. S. Employer
Identification No.)
818 Washington Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 429-8554
Commission File Number 33-44862
ISP CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3416260
(State of Incorporation) (I. R. S. Employer
Identification No.)
Rt. 95 Industrial Area, PO Box 37
Calvert City, Kentucky 42029
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 395-4165
<PAGE>
Commission File Number 33-44862-01
ISP TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333795
(State of Incorporation) (I. R. S. Employer
Identification No.)
State Highway 146 & Industrial Road
Texas City, Texas 77590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 945-3411
See table of additional registrants.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES /X/ NO / /
As of August 9, 1996, 97,062,002 shares of International Specialty Products
Inc. common stock (par value, $.01 per share) were outstanding.
As of August 9, 1996, ISP Chemicals Inc. and ISP Technologies Inc. each had 10
shares of common stock outstanding.
As of August 9, 1996, each of the additional registrants had the number of
shares outstanding which is shown on the table below.
<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Commission
Address, including zip
File No./I.R.S
code, and telephone number,
No. of Employer
including area code, of
Exact name of registrant as State of Shares Identification
registrant's principal
specified in its charter Incorporation Outstanding No.
executive office
- --------------------------- -------------- ----------- ---------------
- ----------------------------
<S> <C> <C>
<C> <C>
ISP (PUERTO RICO) INC. Delaware 10 33-44862-03/
Suite 206B Iturregui Plaza
13-2626732
65th Infanteria Avenue
Rio Piedras, Puerto Rico 00924
(809) 768-5400
ISP ENVIRONMENTAL SERVICES INC. Delaware 10 33-44862-04/
1361 Alps Road
51-0333801
Wayne, NJ 07470
(201) 628-3000
ISP FILTERS INC. Delaware 10 33-44862-05/
4436 Malone Road
51-0333796
Memphis, TN 38118
(901) 795-2445
ISP GLOBAL TECHNOLOGIES INC. Delaware 10 33-44862-06/
818 Washington Street
51-0333802
Wilmington, DE 19801
(302) 429-7492
ISP INTERNATIONAL CORP. Delaware 10 33-44862-07/
818 Washington Street
51-0333734
Wilmington, DE 19801
(302) 429-7493
ISP INVESTMENTS INC. Delaware 10 33-44862-08/
818 Washington Street
51-0333803
Wilmington, DE 19801
(302) 429-7496
ISP MANAGEMENT COMPANY, INC. Delaware 10 33-44862-09/
1361 Alps Road
51-0333800
Wayne, NJ 07470
(201) 628-3000
ISP MINERAL PRODUCTS INC. Delaware 10 33-44862-10/
34 Charles Street
51-0333794
Hagerstown, MD 21740
(301) 733-4000
ISP MINERALS INC. Delaware 10 33-44862-11/
Route 116
51-0333798
Blue Ridge Summit, PA 17214
(717) 794-2184
ISP REAL ESTATE COMPANY, INC. Delaware 2 33-44862-12/
1361 Alps Road
22-2886551
Wayne, NJ 07470
(201) 628-3000
ISP REALTY CORPORATION Delaware 1000 33-44862-13/
1361 Alps Road
13-2720081
Wayne, NJ 07470
(201) 628-3000
VERONA INC. Delaware 100 33-44862-16/
NCNB Plaza, Suite 300
22-3036319
7 North Laurens Street
Greenville, SC 29601
(803) 271-9194
BLUEHALL INCORPORATED Delaware 1 33-44862-15/
818 Washington Street
13-3335905
Wilmington, DE 19801
(302) 651-0165
</TABLE>
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share amounts)
Second Quarter Ended Six Months Ended
-------------------- ------------------
July 2, June 30, July 2, June 30,
1995 1996 1995 1996
-------- -------- -------- --------
Net sales.......................... $182,630 $184,955 $362,529 $370,566
-------- -------- -------- --------
Costs and expenses:
Cost of products sold............ 109,236 107,122 222,479 220,018
Selling, general and
administrative................. 33,858 36,511 66,003 71,735
Goodwill amortization............ 3,309 3,300 6,618 6,600
-------- -------- -------- --------
Total costs and expenses....... 146,403 146,933 295,100 298,353
-------- -------- -------- --------
Operating income................... 36,227 38,022 67,429 72,213
Interest expense................... (8,419) (7,022) (16,537) (14,918)
Equity in earnings of joint venture 1,500 1,736 1,950 3,150
Other income, net.................. 323 2,893 896 6,467
-------- -------- -------- --------
Income before income taxes......... 29,631 35,629 53,738 66,912
Income taxes....................... (11,055) (13,033) (20,093) (24,448)
-------- -------- -------- --------
Net income......................... $ 18,576 $ 22,596 $ 33,645 $ 42,464
======== ======== ======== ========
Earnings per common share.......... $ .19 $ .23 $ .34 $ .44
======== ======== ======== ========
Weighted average number of common
shares outstanding................ 98,723 97,489 99,197 97,617
======== ======== ======== ========
See Notes to Consolidated Financial Statements
1
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
1995 1996
------------ ----------
ASSETS (Thousands)
Current Assets:
Cash.......................................... $ 14,080 $ 11,781
Investments in trading securities............. 17,183 9,056
Investments in available-for-sale securities.. 114,099 124,267
Investments in held-to-maturity securities.... 4,618 4,503
Accounts receivable, trade, net............... 60,327 75,640
Accounts receivable, other.................... 12,356 19,784
Receivable from related parties, net.......... - 4,680
Inventories................................... 107,969 95,430
Other current assets.......................... 12,920 14,370
---------- ----------
Total Current Assets........................ 343,552 359,511
Property, plant and equipment, net.............. 475,550 477,603
Goodwill, net................................... 430,458 423,858
Other assets.................................... 63,378 58,503
---------- ----------
Total Assets.................................... $1,312,938 $1,319,475
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt............................... $ 36,199 $ 27,774
Current maturities of long-term debt.......... 398 405
Loan payable to related party................. 50,597 52,857
Accounts payable.............................. 41,727 47,249
Accrued liabilities........................... 56,538 61,422
Payable to related parties, net............... 9,429 -
Income taxes.................................. 6,114 6,226
---------- ----------
Total Current Liabilities................... 201,002 195,933
---------- ----------
Long-term debt less current maturities.......... 280,254 251,849
---------- ----------
Long-term note payable to related party......... 67,237 80,072
---------- ----------
Deferred income taxes........................... 55,743 49,659
---------- ----------
Other liabilities............................... 65,458 64,114
---------- ----------
Stockholders' Equity:
Preferred stock, $.01 par value per share;
20,000,000 shares authorized................ - -
Common stock, $.01 par value per share;
300,000,000 shares authorized: 99,888,646
shares issued............................... 999 999
Additional paid-in capital.................... 504,544 504,641
Treasury stock, at cost - 2,122,395 and
2,480,334 shares............................ (16,718) (21,078)
Excess of purchase price over the adjusted
historical cost of the predecessor company
shares owned by GAF's stockholders.......... (63,483) (63,483)
Retained earnings............................. 199,634 242,098
Cumulative translation adjustment and other... 18,268 14,671
---------- ----------
Total Stockholders' Equity.................. 643,244 677,848
---------- ----------
Total Liabilities and Stockholders' Equity...... $1,312,938 $1,319,475
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
--------------------
July 2, June 30,
1995 1996
-------- --------
(Thousands)
Cash and cash equivalents, beginning of period......... $ 62,864 $ 31,263
-------- --------
Cash provided by operating activities:
Net income........................................... 33,645 42,464
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................... 17,677 18,678
Goodwill amortization............................ 6,618 6,600
Deferred income taxes............................ (3,443) (7,075)
(Increase) decrease in working capital items......... (14,862) (1,018)
Change in net receivable from/payable to
related parties.................................... (7,544) (14,109)
Change in cumulative translation adjustment.......... 8,805 (5,875)
Other, net........................................... (9,617) 4,044
-------- --------
Net cash provided by operating activities.......... 31,279 43,709
-------- --------
Cash used in investing activities:
Capital expenditures and acquisition................. (16,056) (21,197)
Purchases of available-for-sale securities........... (146,281) (130,064)
Purchases of held-to-maturity securities............. (510) (3,306)
Designation of trading securities as available-for-
sale............................................... (2,697) (9,928)
Proceeds from sales of available-for-sale securities. 91,796 133,178
Proceeds from held-to-maturity securities............ - 3,421
-------- --------
Net cash used in investing activities.............. (73,748) (27,896)
-------- --------
Cash provided by (used in) financing activities:
Proceeds from sale of accounts receivable............ 1,768 -
Increase (decrease) in short-term debt............... 22,439 (8,757)
Decrease in long-term debt, net...................... (21,249) (28,482)
Increase (decrease) in loans from related party...... 2,537 15,095
Repurchases of common stock.......................... (11,173) (4,816)
Other................................................ 41 721
-------- --------
Net cash used in financing activities.............. (5,637) (26,239)
-------- --------
Net change in cash and cash equivalents................ (48,106) (10,426)
-------- --------
Cash and cash equivalents, end of period............... $ 14,758 $ 20,837
======== ========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized)............... $ 17,856 $ 17,140
Income taxes (including taxes paid pursuant to the
Tax Sharing Agreement)........................... 22,682 41,957
See Notes to Consolidated Financial Statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The financial statements for International Specialty Products Inc. (the
"Company") reflect, in the opinion of management, all adjustments necessary to
present fairly the financial position of the Company at December 31, 1995 and
June 30, 1996, and the results of operations and cash flows for the periods
ended July 2, 1995 and June 30, 1996. All adjustments are of a normal
recurring nature. These financial statements should be read in conjunction
with the annual financial statements and notes thereto included in the
Company's Annual Report to Stockholders for the fiscal year ended December 31,
1995 (the "Annual Report"), which was incorporated by reference in the
Company's Annual Report on Form 10-K for the fiscal year then ended (the "Form
10-K").
NOTE A: On July 26, 1996, two domestic subsidiaries (the "Borrowers") of the
Company refinanced their $250 million long-term revolving credit
facility and $150 million one-year revolving credit facility with a
$400 million five-year revolving credit facility (the "Credit
Agreement"). Borrowings under the Credit Agreement bear interest at
a floating rate based on the banks' base rate, federal funds rate,
Eurodollar rate or a competitive bid rate (which may be based on
LIBOR or money market rates), at the option of the Borrowers. All
of the Borrowers' obligations under the Credit Agreement are
guaranteed by the Company and its other domestic subsidiaries.
The Credit Agreement permits the Borrowers to make loans to
affiliates and to make available letters of credit for the benefit of
affiliates in an aggregate amount of up to $75 million. As of
June 30, 1996, $2.3 million of letters of credit for the benefit of
affiliates were outstanding.
The Credit Agreement permits the Company to pay cash dividends
and make other restricted payments (as defined) of up to the sum of
$50 million plus 50% of the sum of its consolidated net income (if
positive) after January 1, 1996 plus the aggregate net cash proceeds
from issuance of the Company's common stock after December 31, 1995.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE B: Inventories consist of the following:
December 31, June 30,
1995 1996
------------ --------
(Thousands)
Finished goods..................... $ 71,431 $ 56,836
Work in process.................... 20,540 23,606
Raw materials and supplies......... 18,634 18,461
-------- --------
Total.............................. 110,605 98,903
Less LIFO reserve.................. (2,636) (3,473)
-------- --------
Inventories........................ $107,969 $ 95,430
======== ========
NOTE C: Contingencies
Asbestos Litigation Against GAF
GAF Corporation ("GAF"), a parent of the Company, has advised
the Company that, as of June 30, 1996, GAF had been named as a
defendant in approximately 46,500 pending lawsuits involving alleged
health claims relating to the inhalation of asbestos fiber, having
resolved approximately 220,000 other lawsuits involving similar
claims, and as a co-defendant in 8 pending lawsuits alleging economic
and property damage or other injuries in public and private buildings
caused, in whole or in part, by what is claimed to be the present or
future need to remove asbestos material from those premises.
The reserves of GAF and G-I Holdings Inc. ("G-I Holdings"), a
wholly owned subsidiary of GAF, for asbestos bodily injury claims, as
of June 30, 1996, were approximately $341.5 million (before estimated
present value of recoveries from products liability insurance
policies of approximately $188.1 million and related deferred tax
benefits of approximately $54.9 million). GAF and G-I Holdings have
advised the Company that certain components of the asbestos-related
liability and the related insurance recoveries have been reflected on
a discounted basis in their financial statements, and that the
aggregate undiscounted liability, as of June 30, 1996, before
estimated recoveries from products liability insurance policies, was
$380.9 million. GAF's and G-I Holdings' estimate of liability for
asbestos claims is based on the pending class-action settlement of
future asbestos bodily injury claims (the "Settlement") becoming
effective and on assumptions which relate, among other things, to the
number of new cases filed, the cost of resolving (either by
settlement or litigation or through the mechanism established by the
Settlement) pending and future claims, the realization of related tax
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: (Continued)
benefits, the favorable resolution of pending litigation against
certain insurance companies and the amount of GAF's recoveries from
various insurance companies. On May 10, 1996, the United States
Court of Appeals for the Third Circuit (the "Third Circuit") issued
an opinion, concluding that the class action was not certifiable as a
class action, thus reversing the decision of the lower court which
found the Settlement fair and reasonable. GAF has advised the
Company that it intends to file a petition for a writ of certiorari
with the United States Supreme Court to pursue an appeal of the Third
Circuit's decision. GAF also has advised the Company that it
continues to believe the Settlement should ultimately be upheld on
appeal, although there can be no assurance in this regard. As of
June 30, 1996, G-I Holdings' stockholder's equity was $10.1 million.
Neither the Company nor the assets or operations of the Company,
which was operated as a division of a corporate predecessor of GAF
prior to July 1986, have been involved in the manufacture or sale of
asbestos products. The Company believes that it should have no legal
responsibility for damages in connection with asbestos-related
claims, but the Company cannot predict whether any such claims will
be asserted against it or the outcome of any litigation related to
such claims. In addition, should GAF be unable to satisfy judgments
against it in asbestos-related lawsuits, its judgment creditors might
seek to enforce their judgments against the assets of GAF, including
its indirect holdings of common stock of the Company, and such
enforcement could result in a change of control of the Company.
Environmental Litigation
The Company, together with other companies, is a party to a
variety of administrative proceedings and lawsuits involving
environmental matters ("Environmental Claims"), in which recovery is
sought for the cost of cleanup of contaminated sites, a number of
which are in the early stages or have been dormant for protracted
periods.
At most sites, the Company anticipates that liability will be
apportioned among the companies found to be responsible for the
presence of hazardous substances at the site. The Company estimates
that its liability in respect of all Environmental Claims, as of June
30, 1996, will be approximately $17.4 million, before insurance
recoveries reflected on the Company's balance sheet (discussed below)
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: (Continued)
of $6.9 million ("estimated recoveries"). In the opinion of the
Company's management, the resolution of the Environmental Claims
should not, individually or in the aggregate, be material to the
results of operations, liquidity or financial position of the
Company. However, adverse decisions or events, particularly as to
the merits of the Company's factual and legal defenses to liability
and the financial responsibility of the other parties involved at
each site and their insurers, could cause the Company to increase its
estimate of its liability in respect of such matters. It is not
currently possible to estimate the amount or range of any additional
liability.
After considering the relevant legal issues and other pertinent
factors, the Company believes that it will receive the estimated
recoveries and it may receive amounts substantially in excess
thereof. The Company believes it is entitled to substantially full
defense and indemnity under its insurance policies for most
Environmental Claims, although the Company's insurers have not
affirmed a legal obligation under the policies to provide indemnity
for such claims.
The estimated recoveries are based in part upon interim
agreements with certain insurers. The Company terminated these
agreements in 1995, and GAF commenced litigation on behalf of itself
and its subsidiaries seeking amounts substantially in excess of the
estimated recoveries. While the Company believes that its claims are
meritorious, there can be no assurance that the Company will prevail
in its efforts to obtain amounts equal to, or in excess of, the
estimated recoveries.
For further information regarding asbestos-related and
environmental matters, reference is made to Note 14 to Consolidated
Financial Statements contained in the Annual Report.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Second Quarter 1996 Compared With
Second Quarter 1995
The Company recorded second quarter 1996 net income of $22.6 million (23
cents per share) versus $18.6 million (19 cents per share) in the second
quarter of 1995. The 22% increase in net income was primarily attributable to
higher operating and other income and lower interest expense.
Net sales for the second quarter of 1996 were $185 million compared with
$182.6 million for the second quarter of 1995. The sales growth was
attributable to increased sales in all business segments, primarily resulting
from increased sales volumes and/or higher selling prices. The higher sales
reflected higher international sales, partially offset by the unfavorable
effect ($4.7 million) of the stronger U.S. dollar relative to other currencies
in certain areas of the world and by lower domestic sales.
Operating income for the second quarter of 1996 was $38 million, a 5%
increase over last year's $36.2 million. The increase in operating income was
attributable to higher specialty chemicals operating income (up $3.0 million or
10%), partially offset by lower mineral and filter products results (down $0.5
and $0.9 million, respectively). The higher specialty chemicals operating
income resulted from the higher sales levels and improved gross margins (up 3.4
percentage points) due primarily to improved pricing.
Interest expense for the second quarter of 1996 was $7 million compared
with $8.4 million for the same period last year, with the decrease due to lower
interest rates and lower average borrowings. Other income, net was $2.9
million in the second quarter of 1996 compared with $.3 million last year,
primarily reflecting higher investment income.
Results of Operations - Six Months 1996 Compared With
Six Months 1995
For the first six months of 1996, the Company recorded net income of $42.5
million (44 cents per share), compared with net income of $33.6 million (34
cents per share) for the first six months of 1995. The 26% increase in net
income was the result of higher operating and other income, as well as higher
income from the GAF-Huls Chemie Gmbh joint venture ("GAF-Huls") and lower
interest expense.
Net sales for the first six months of 1996 were $370.6 million versus
$362.5 million for the same period in 1995. The sales growth was attributable
to increased sales of specialty chemicals (up $9.9 million), primarily
reflecting increased sales volumes and higher sales prices. This increase
8
<PAGE>
resulted from higher sales in all geographic regions partially offset by the
unfavorable effect ($4.2 million) of the stronger U.S. dollar relative to other
currencies in certain areas of the world. Sales for the mineral products
business decreased by $3.0 million (7%) due to lower sales volumes resulting
from a lost customer and adverse winter weather conditions in the first quarter
of 1996.
Operating income for the first six months of 1996 increased by 7% to $72.2
million from last year's $67.4 million. The increase in operating income was
due to higher specialty chemicals operating income (up $8.5 million or 15%),
partially offset by lower mineral and filter products results (down $2.0
million each). The higher specialty chemicals operating income resulted
primarily from the higher sales levels and improved gross margins (up 3.2
percentage points) due to improved pricing and continued benefits from the
Company's re-engineering program.
Interest expense was $14.9 million for the first six months of 1996, a 10%
decrease compared with $16.5 million for the same period last year. The
decrease reflected lower interest rates and lower average borrowings. Other
income, net was $6.5 million for the first six months of 1996 compared with $.9
million last year, the increase resulting primarily from higher investment
income and gains associated with the Company's program to hedge certain of its
foreign currency exposures.
Liquidity and Financial Condition
During the first six months of 1996, the Company generated cash from
operations of $43.7 million, invested $21.2 million in capital expenditures and
an acquisition, and invested $6.7 million for net purchases of available-for-
sale and held-to-maturity securities, for a net cash inflow of $15.8 million
before financing activities. Working capital increased by $1.0 million,
primarily reflecting a $22.6 million increase in accounts receivable due to
higher sales in June 1996 versus December 1995, offset by a $12.6 million
reduction in inventories and a $10.4 million increase in accounts payable and
accrued liabilities. Cash from operations in the first six months of 1996
included $5.7 million in dividends received from the GAF-Huls joint venture.
Net cash used in financing activities totaled $26.2 million for the first
six months of 1996, primarily reflecting a $28.8 million reduction in
borrowings under the Company's bank credit agreements and an $8.8 million
decrease in short-term borrowings, partially offset by a $15.1 million increase
in borrowings from an affiliate. Financing activities also reflected $4.8
million in expenditures in connection with the Company's program to repurchase
up to a total of 3,500,000 shares of its common stock from time to time in the
open market. As of June 30, 1996, 2,564,700 shares had been repurchased
pursuant to the program.
9
<PAGE>
As a result of the foregoing factors, cash and cash equivalents decreased
by $10.4 million during the first six months of 1996 to $20.8 million
(excluding $124.3 million of available-for-sale securities and $4.5 million of
held-to-maturity securities).
On July 26, 1996, the Company entered into a new five-year revolving
credit facility (the "Credit Agreement") with a group of banks, which provides
for loans of up to $400 million and letters of credit of up to $75 million (see
Note A to Consolidated Financial Statements). Borrowings under the Credit
Agreement are subject to the application of certain financial covenants
contained in the Credit Agreement. Assuming the Credit Agreement was in effect
as of June 30, 1996, the application of such covenants would not have
restricted amounts available for borrowing under the Credit Agreement.
See Note C to Consolidated Financial Statements for information regarding
contingencies.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The discussion relating to legal proceedings contained in Note C to
Consolidated Financial Statements in Part I is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders held on May 13, 1996, each
nominated director was reelected, with at least 96,058,850 votes in favor of,
and not more than 131,030 votes withheld from, each nominee, and the proposed
amendment to the Company's 1991 Incentive Plan for Key Employees and Directors
was approved, with 89,852,021 votes in favor, 6,302,801 votes against and
35,058 abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only.
(b) No Reports on Form 8-K were filed during the quarter ended June 30, 1996.
11
<PAGE>
SIGNATURES
-----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each of the Registrants listed below has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP CHEMICALS INC.
ISP TECHNOLOGIES INC.
ISP (PUERTO RICO) INC.
ISP ENVIRONMENTAL SERVICES INC.
ISP FILTERS INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INTERNATIONAL CORP.
ISP INVESTMENTS INC.
ISP MANAGEMENT COMPANY, INC.
ISP MINERAL PRODUCTS INC.
ISP MINERALS INC.
ISP REAL ESTATE COMPANY, INC.
ISP REALTY CORPORATION
VERONA INC.
BLUEHALL INCORPORATED
DATE: August 13, 1996 BY: /s/Randall R. Lay
--------------- ---------------------------
Randall R. Lay
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SECOND
QUARTER 1996 10-Q OF INTERNATIONAL SPECIALTY PRODUCTS INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874578
<NAME> INTERNATIONAL SPECIALTY PRODUCTS INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 11781
<SECURITIES> 137826
<RECEIVABLES> 75640
<ALLOWANCES> 0
<INVENTORY> 95430
<CURRENT-ASSETS> 359511
<PP&E> 477603
<DEPRECIATION> 0
<TOTAL-ASSETS> 1319475
<CURRENT-LIABILITIES> 195933
<BONDS> 251849
0
0
<COMMON> 0
<OTHER-SE> 677848
<TOTAL-LIABILITY-AND-EQUITY> 1319475
<SALES> 370566
<TOTAL-REVENUES> 370566
<CGS> 220018
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