As filed with the Securities and Exchange Commission on May 28, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0333696
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
818 WASHINGTON STREET
WILMINGTON, DELAWARE 19801
(302) 429-8554
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE CAPITAL ACCUMULATION PLAN
FOR EMPLOYEES OF GAFMC AND ISP
(Full Title of Plan)
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY, INC.
1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
(973) 628-3520
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN E. JACOBS, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1)(2) Offering Price Per Aggregate Offering Registration Fee
Share(3) Price(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 500,000 shares $17.46875 $8,734,375 $2,577.00
====================================================================================================================================
</TABLE>
(1) This registration statement also covers an indeterminate number of shares of
common stock of International Specialty Products Inc. which may be issuable by
reason of stock dividends, stock splits or similar transactions, in accordance
with Rule 416 under the Securities Act of 1933.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plan described herein.
(3) Determined pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low sale prices of the shares as
reported by the New York Stock Exchange on May 26, 1998.
================================================================================
NYFS01...:\01\47201\0001\2119\FRM4228P.18B
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers 500,000 additional
shares of common stock, par value $.01 per share (the "Common Stock"), of
International Specialty Products Inc. (the "Company"), for issuance in
connection with the Capital Accumulation Plan for Employees of GAFMC and ISP, as
amended (the "Plan"). The contents of an earlier Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission on June 28, 1995,
Registration No. 33-94020, are hereby incorporated by reference herein.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Township of Wayne, State of New Jersey, on this 28th day
of May 1998.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Richard A. Weinberg
--------------------------------------
Name: Richard A. Weinberg
Title: Senior Vice President
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A. Weinberg and James
P. Rogers, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in the capacities indicated below, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent, acting alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Samuel J. Heyman Chairman of the Board May 28, 1998
- --------------------- and Chief Executive Officer
Samuel J. Heyman
/s/ Peter R. Heinze President and Chief May 28, 1998
- --------------------- Operating Officer; Director
Peter R. Heinze
/s/ Carl R. Eckardt Executive Vice President - May 28, 1998
- --------------------- Corporate Development;
Carl R. Eckardt Director
/s/ Harrison J. Goldin Director May 28, 1998
- ---------------------
Harrison J. Goldin
/s/ Charles M. Diker Director May 28, 1998
- ---------------------
Charles M. Diker
/s/ Burt Manning Director May 28, 1998
- ---------------------
Burt Manning
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Sanford Kaplan Director May 28, 1998
- ---------------------
Sanford Kaplan
/s/ Randall R. Lay Vice President and May 28, 1998
- --------------------- Chief Financial
Randall R. Lay Officer (Principal
Financial and
Accounting Officer)
2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Wayne, State of New Jersey, on May
28, 1998.
THE CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF GAFMC AND ISP
GAF Corporation (Plan Administrator)
By: /s/ Richard A. Weinberg
-----------------------------------------
Name: Richard A. Weinberg
Title: Senior Vice President
and General Counsel
4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23 - Consent of Arthur Andersen LLP
24 - Power of Attorney (included as part of the signature page
to this Registration Statement and incorporated herein by
reference).
99.1 - Second Amendment to the Plan.
99.2 - Third Amendment to the Plan.
5
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 23, 1998
included and incorporated by reference in the International Specialty Products
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 and our
report dated June 10, 1997 included in the Capital Accumulation Plan for
Employees of GAFMC and ISP's Annual Report on Form 11-K for the year ended
December 31, 1996.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 28, 1998
Exhibit 99.1
SECOND AMENDMENT TO THE
GAF SALARIED EMPLOYEES'
CAPITAL ACCUMULATION PLAN
(As Amended and Restated Effective January 1, 1994)
1. Effective February 1, 1996, section 2.14(a) shall be amended by inserting
the following at the end thereof:
"Notwithstanding the foregoing, with respect to a
Participant who:
(1) is paid on an hourly basis,
(2) is employed at the Company's Calvert City, Kentucky location, and
(3) is covered by the collective bargaining agreement entered into by
and between the Company and the International Association of
Machinists, and Aerospace Workers Lodge #1720,
Compensation shall not include amounts paid for hours in excess of 40
hours per week (day shift) or 43 hours per week (other than day shift).
2. Effective May 1, 1996, section 4.2(b)(1) shall be replaced in its entirety
to read as follows:
"(1) EMPLOYEES OF INTERNATIONAL SPECIALTY PRODUCTS,
INC. Solely with respect to a Participant who is:
(A) a full-time salaried Employee of
International Specialty Products, Inc. or a
temporary or part-time Employee of
International Specialty Products, Inc.;
(B) an hourly Employee at Charmian, Pennsylvania;
(C) an hourly Employee of ISP Van Dyke Inc.; or
(D) an hourly Employee of ISP MTM Inc.,
such Participant may elect to receive all or a portion of his or her
Employer Matching Contributions for a Plan Year in the form of
International Specialty Products, Inc. common stock purchased on the
open market, or at the sole discretion of the Committee, in the form
of treasury or authorized but unissued, shares of the common stock
of International Specialty Products, Inc., which shall be held by
the Trustee in the ISP Stock Fund. A Participant making an election
to receive all or a portion of his or her Employer Matching
Contributions in the form of the common stock of International
Specialty Products, Inc.
NYFS01...:\01\47201\0001\2119\AMD4228M.140
<PAGE>
shall receive such shares at the market price of each full
share, reduced by one-half dollar on each share."
3. Effective as of May 1, 1996, section 4.4(b)(1) shall be replaced in its
entirety to read as follows:
"(1) EMPLOYEES OF INTERNATIONAL SPECIALTY PRODUCTS, INC. Solely with
respect to a Participant who is:
(A) a full-time salaried Employee of International Specialty
Products, Inc. or a temporary or part-time Employee of
International Specialty Products, Inc.;
(B) an hourly Employee at Charmian, Pennsylvania;
(C) an hourly Employee of ISP Van Dyke Inc.; or
(D) an hourly Employee of ISP MTM Inc.,
such Participant may elect to receive all or a portion of his or her
Employer Non-Matching Contributions for a Plan Year in the form of
International Specialty Products, Inc. common stock purchased on the
open market, or at the sole discretion of the Committee, in the form
of treasury or authorized but unissued, shares of the common stock
of International Specialty Products, Inc., which shall be held by
the Trustee in the ISP Stock Fund. A Participant making an election
to receive all or a portion of his or her Employer Non-Matching
Contributions in the form of common stock of International Specialty
Products, Inc. common stock shall receive such shares at the market
price of each full share, reduced by one-half dollar."
4. Effective August 1, 1996, section 6.6 shall be amended by replacing the
words "section 6.7" at the second line thereof with the words "section 6.7
and 6.8".
5. Effective on August 1, 1996, subsection 6.7(a) shall be deleted and the
following shall be inserted in lieu thereof:
"(a) GENERAL. Payment of a withdrawal under sections 6.5, 6.6, or
6.8 shall be made as soon as practicable after the end of the
month in which a request for withdrawal is made to the
Committee."
2
<PAGE>
6. Effective on August 1, 1996, section 6.7 shall be amended by inserting new
subsection (c)immediately following current section (b):
"(c) REDUCTION FOR LOANS. Notwithstanding anything in sections 6.5
or 6.6 or this section 6.7 to the contrary, if a Participant
has a loan outstanding under Article VII, then such
Participant may not withdraw any amount from his Accounts
which will cause the outstanding balance of such loan to
exceed the limits in section 7.2(b), determined immediately
following such withdrawal."
7. Effective as of August 1, 1996, new section 6.8 shall be inserted
immediately following current section 6.7:
"6.8 HARDSHIP WITHDRAWALS.
(a) GENERAL RULE. Subject to the provisions of Article XII
(Qualified Domestic Relations Orders) and section 6.7(c),
during employment with the Company a Participant who has not
attained age 59- 1/2 may withdraw all or any part of the
interest in his or her Voluntary Contribution Account,
Rollover Account, Matching Contribution Account, Non-Matching
Contribution Account, GAF/ISP Annual Contribution Account, and
Salary Reduction Contribution Account (except that portion of
his Salary Reduction Contributions Account which represents
earnings on Salary Reduction Contributions credited to a
Participant's Salary Reduction Contributions Account after
December 31, 1988) but such a withdrawal shall be available
only upon a determination by the Plan Administrator that the
Participant has suffered an immediate and heavy financial need
and that the distribution is necessary to meet the need
created by such hardship.
(b) IMMEDIATE AND HEAVY FINANCIAL NEED. A withdrawal pursuant to
this section 6.8 will be deemed to be made on account of an
immediate and heavy financial need of a Participant only if
the withdrawal hereunder is on account of:
(1) medical expenses described in section 213(d) incurred by
the Participant, the Participant's spouse, or any
dependents of the Participant (as defined in section
152);
(2) purchase (excluding mortgage payments) of a principal
residence for the Participant;
3
<PAGE>
(3) payment of tuition for the next semester or quarter of
post-secondary education for the Participant, his or her
spouse, children, or dependents; or
(4) the need to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage
of the Participant's principal residence.
In the event the Commissioner of the Internal Revenue Service
expands the list of deemed immediate and heavy financial needs
through the publication of revenue rulings, notices, and other
documents of general applicability, they shall be incorporated
herein by this reference.
(c) DISTRIBUTION NECESSARY TO SATISFY FINANCIAL NEED. A withdrawal
pursuant to this section 6.8 will be deemed necessary to satisfy an
immediate and heavy financial need if all of the following
requirements are satisfied:
(1) The withdrawal is not in excess of the immediate and heavy
financial need. The amount of an immediate and heavy financial
need may include any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably
anticipated to result from the distribution.
(2) The Participant has obtained all distributions, other than
hardship distributions, and all nontaxable (at the time of the
loan) loans currently available under all plans maintained by
the Employer and all Affiliates.
(3) The Participant shall not be permitted to elect to have Salary
Reduction Contributions or Voluntary Contributions contributed
to the Plan or any other plan maintained by the Employer or an
Affiliate for a period of 12 months following the receipt of
the hardship distribution. For purposes of the preceding
sentence, other plans shall include all qualified and
nonqualified plans of deferred compensation maintained by the
Employer or an Affiliate, other than the mandatory employee
contribution portion of a defined benefit plan or a health or
welfare plan, including a plan covered by Code section 125.
(4) The dollar limitation under Code section 402(g) shall be
reduced, with respect to the
4
<PAGE>
Participant's taxable year following the taxable year in which
the hardship distribution was made, by the amount of such
Participant's Salary Reduction Contributions, if any, made to
this Plan (or to any other plan maintained by the Employer or
an Affiliate) for the taxable year of the hardship
distribution.
(d) HIERARCHY OF HARDSHIP DISTRIBUTION. A hardship distribution taken
under this section 6.8 shall be taken from the available amounts in
the Participant's accounts in the following order, to the extent
necessary:
(1) Voluntary Contribution Account,
(2) Rollover Account,
(3) Non-Matching Contribution Account,
(4) Matching Contribution Account,
(5) GAF/ISP Annual Contribution Account, and
(6) Salary Reduction Contribution Account.
Notwithstanding anything contained in this section 6.8 to the
contrary, amounts attributable shares of International Specialty
Products, Inc. common stock upon which the Participant received a
discount and which have not matured as of the date a hardship
distribution is made, shall not be eligible for distribution under
this section 6.8."
8. Effective as of August 1, 1996, section 7.2(c) shall be replaced in its
entirety to read as follows:
"(c) FREQUENCY. No more than one loan per Participant
may be outstanding at any time; provided, however,
that two loans may be outstanding with respect to
a Participant who is:
(1) a full-time salaried Employee of International Specialty
Products, Inc. or of GAFMC, or a temporary or part-time
Employee of International Specialty Products, Inc.;
(2) an hourly Employee at Charmian, Pennsylvania;
(3) an hourly Employee of ISP Van Dyke Inc.;
(4) an hourly Employee of ISP MTM Inc.; or
(5) an hourly Employee at Kremlin, Wisconsin."
9. Effective August 1, 1996, section 7.5(c) shall be replaced in its entirety
to read as follows:
"(c) Only the entire principal amount of the loan may be prepaid at any
time without premium or penalty,
5
<PAGE>
together with accrued or unpaid interest on the amount as of the
date of prepayment; provided, however, that effective as of August
1, 1996, an Employee may accelerate the repayment of his or her
outstanding loan by paying additional principal on the outstanding
loan amount. The minimum amount of additional principal paid shall
be $500 unless the total outstanding principal amount of the loan is
less than $500, in which case the entire outstanding principal
amount must be repaid. Irrespective of the number of loans
outstanding at any time, a Participant may only make one payment of
additional principal under this subsection (c) during the first six
months of each calendar year and one payment of additional principal
during the second six months of the calendar year."
6
Exhibit 99.2
THIRD AMENDMENT TO THE GAF
SALARIED EMPLOYEES' CAPITAL ACCUMULATION PLAN
THIS AMENDMENT, made this 3rd day of March, 1997, by GAF Corporation
(hereinafter called the "Employer").
W I T N E S S E T H:
WHEREAS, the Employer did establish the GAF Salaried Employees'
Capital Accumulation Plan (the "Plan") for the sole and exclusive benefit of its
eligible participants and their respective beneficiaries under the terms and
provisions of the Internal Revenue Code of 1986, as amended, and
WHEREAS, the Employer reserved the right to amend said Plan;
NOW, THEREFORE, the Plan shall be amended as follows:
Effective as of January 1, 1997, the Plan is hereby amended as follows:
1. The name of the Plan as set forth in Section 1.1, and elsewhere in the Plan,
is hereby changed to the "Capital Accumulation Plan for Employees of GAFMC and
ISP".
2. Section 2.8 is hereby amended to read as follows:
"2.8 'Boards' shall mean the boards of directors of the Employers."
3. The Plan is hereby amended by the deletion of the term "GAF/ISP Annual
Contributions" under Section 2.27 and wherever else it appears in the Plan and
the substitution of the term "Company Annual Contributions" in lieu thereof.
NYFS01...:\01\47201\0001\2119\AMD4228M.300
<PAGE>
4. The Plan is hereby amended by the deletion of the term "GAF/ISP Annual
Contributions Account" under Section 2.28 and wherever else it appears in the
Plan and the substitution of the term "Company Annual Contributions Account" in
lieu thereof.
5. Section 2.34 is hereby replaced in its entirety to read as follows:
"2.34 'ISP Stock Fund' shall mean a fund for investment in the
common stock of International Specialty Products, Inc. All shares of
stock held in the fund shall be voted, and all options and warrants
held in the fund shall be exercised, in accordance with the Trust
Agreement. Notwithstanding any other provision of the Plan to the
contrary, all amounts held in the ISP Stock Fund shall be accounted
for and allocated to Participants on a unit basis, with Participants
invested therein owning a percentage of the ISP Stock Fund and not
the underlying shares of the common stock of International Specialty
Products, Inc."
6. Section 2.67 is hereby replaced in its entirety to read as follows:
"2.67 'Year of Eligibility Service' shall mean the 12-month period
beginning on the Employee's Employment Commencement Date, and each
calendar year that begins thereafter, if the Employee completes at
least 1,000 Hours of Service in such 12-month period or calendar
year.
7. Subsection 3.1(c) is hereby replaced in its entirety to read as follows:
"(c) Part-Time Employees. Each other Eligible Employee who is not
regularly scheduled for full-time employment with the Company may
begin to participate in the Plan on the first day of the first
calendar month coincident with or immediately following the date on
which the Eligible Employee first completes 1,000 Hours of Service
in the 12-month period beginning on the Employee's Employment
Commencement Date or in any calendar year that begins thereafter."
2
<PAGE>
8. Subsection 3.1(f) is hereby replaced in its entirety to read as follows:
"(f) Reemployment. A former active Participant whose active
participation in the Plan has terminated pursuant to this paragraph
and who is reemployed by an Employer or a nonparticipating Affiliate
shall again become a Participant on the first day of the calendar
month coincident with or immediately following his Reemployment
Commencement Date."
9. Subsection 3.1(g) is hereby replaced in its entirety to read as follows:
"(g) Excluded Employees. An Employee who is an Excluded Employee on
the date on which he would otherwise qualify for participation in
the Plan under paragraph (a), (b), (c), (d), (e), or (f) shall
become a Participant on the first day of the calendar month
coincident with or immediately following the date on which he is no
longer an Excluded Employee."
10. Section 3.3(e) is hereby amended by the addition of the following phrase at
the end of the sole sentence thereunder:
". . . provided, however, that such Employee is regularly scheduled
for permanent full-time employment with the Company."
11. Section 4.5 is hereby amended by the addition of a new Subsection 4.5(f)
thereunder as follows:
"(f) Restrictions. Participants who are not regularly scheduled for
permanent full-time employment with the Company are not eligible to
receive a Company Annual Contribution under this Section 4.5."
12. Subsection 5.3(b) is hereby replaced in its entirety to read as follows:
"(b) Restriction on ISP Stock Fund. Matching Contributions,
Non-Matching Contributions, Salary Reduction Contributions and
Voluntary Contributions of those Participants who are Employees of
International Specialty Products,
3
<PAGE>
Inc. may be invested in the ISP Stock Fund. The Account of a
Participant who is not an Employee of International Specialty
Products, Inc. may not be invested in the ISP Stock Fund; provided,
however, that if and to the extent that the Account of any such
Participant was invested in the ISP Stock Fund as of December 31,
1996, such portion of the Participant's Account may continue to be
invested in the ISP Stock Fund."
13. Appendix A is hereby amended by the addition of a new Subsection 6.1(c)
thereunder as follows:
"(c) Form and Timing of Distributions. The provisions of Section 6.3
of the Plan, subject to Article XII (Qualified Domestic Relations
Order) of the Plan, shall apply for purposes of determining the form
and timing of distributions to Participants under paragraphs (a) and
(b)of this Section 6.1."
Effective as of April 1, 1997, the Plan is hereby amended as follows:
14. Section 2.1 is hereby amended to read as follows:
"2.1 'Accounts' shall mean the Salary Reduction Contribution
Account, Matching Contribution Account, Voluntary Contribution
Account, Non-Matching Contribution Account, Company Annual
Contribution Account, Rollover Contribution Account and Pension
Transfer Account established for each Participant under the Plan."
15. The first sentence of Section 2.22 is hereby amended to read as follows:
"2.22 'Employer' shall mean the Company, International Specialty
Products, Inc., Building Materials Corporation of America, U.S.
Intec, Inc. and any Affiliate which, with the approval of the
Boards, adopts this Plan by written resolution, and any successor to
the Company, or such participating Affiliate."
16. Article II is hereby further amended by the addition of the following
Section 2.68 at the end thereof:
4
<PAGE>
"2.68 'Pension Transfer Account' shall mean the Account established
for a Participant to which a trust-to-trust transfer from the U.S.
Intec, Inc. 401(k) Plan is credited, pursuant to Section 4.21."
17. Article IV is hereby amended by the addition of the following Section 4.21
at the end thereof:
"4.21 Special Account for U.S. Intec Inc. Salaried Employees. A
separate Pension Transfer Account shall be established under the
Plan for trust to trust transfers from the U.S. Intec, Inc. 401(k)
Plan of amounts held thereunder in the Pension Transfer Accounts of
salaried employees of U.S. Intec, Inc. who are Participants in this
Plan. A Participant shall not be entitled to receive a distribution
of his Pension Transfer Account prior to his Termination of
Employment, and the provisions of Article VII hereof, dealing with
Plan loans, shall not apply to the Pension Transfer Account."
18. The first sentence of Section 5.1 is hereby amended to read as follows:
"5.1 Establishment of Participant's Accounts. The Committee shall
establish on its books for each Participant, if applicable, a Salary
Reduction Contribution Account, a Matching Contribution Account, a
Voluntary Contribution Account, a Non-Matching Contribution Account,
a Rollover Account and a Pension Transfer Account."
19. Section 6.2 is hereby amended by the addition of the following Subsection
6.2(c) at the end thereof:
"(c) Provisions Applicable to Distributions of Participants with
Pension Transfer Accounts. Notwithstanding the foregoing, as to a
Participant for whom a Pension Transfer Account is maintained, in
the event of the death of such a Participant prior to his Annuity
Starting Date, as defined in Section 6.9 hereof, and who has a
surviving spouse, then 50% of the value of the Participant's
Accounts shall be used to purchase from a commercial insurer an
annuity payable to the Participant's surviving spouse, commencing
5
<PAGE>
immediately, payable on a monthly basis for the life of the
surviving spouse with no further benefits payable after the first
day of the month in which the surviving spouse's death occurs. This
annuity is referred to in this Section 6.2(c) as the "Pre-Retirement
Survivor Annuity." If the value of the Pre-Retirement Survivor
Annuity is less than $3,500, then the Committee shall distribute the
value of the Pre-Retirement Survivor Annuity to the surviving spouse
of the Participant in a lump sum payment. If the value of the
Pre-Retirement Survivor Annuity equals or exceeds $3,500, then the
surviving spouse may elect that the value of the Pre-Retirement
Survivor Annuity be paid in a form under Section 6.3 hereof.
The portion of the Participant's Accounts that is not payable
under this Section 6.2(c) in the form of a Pre-Retirement Survivor
Annuity shall be paid to the Participant's Beneficiary in accordance
with paragraphs (a) and (b) of this Section 6.2.
The Participant may elect, however, during the election
period, to waive this Pre-Retirement Survivor Annuity, and may
instead elect a non-spouse Beneficiary, or an alternative form of
payment under Section 6.3 hereof. The election period shall begin on
the first day of the Plan Year in which the Participant attains age
thirty-five (35) and shall end on his date of death; provided,
however, in the event a Participant ceases to be an Employee prior
to the beginning of such election period, the period shall instead
begin on the date he ceases to be an Employee.
Prior to the election period, beginning on the first day of
the Plan Year in which the Participant attains age thirty-two (32)
and ending on the last day of the Plan Year in which the Participant
attains age thirty-four (34) (or, within a reasonable period of time
after an Employee becomes a Participant or ceases to be an Employee
prior to age thirty-five (35)), the Plan Administrator shall provide
him with an explanation of the Pre-Retirement Survivor Annuity, his
right to waive such annuity (with
6
<PAGE>
spousal consent as defined hereinafter) and his right to revoke any
such election and to make a new election hereunder. If a married
Participant duly elects to waive the Pre-Retirement Survivor
Annuity, any death benefit shall be paid in accordance with a form
of payment provided under Section 6.3 hereof.
Any election by a married Participant hereunder not to receive
the Pre-Retirement Survivor Annuity must be consented to by his
spouse, unless it is proven to the satisfaction of the Committee
that his spouse cannot be located. Such consent must be in writing,
must acknowledge the form of payment being elected and the specific
beneficiary, if applicable, as well as the effect of the waiver, and
must either be witnessed by a Plan representative or notarized. Any
spousal consent hereunder shall be irrevocable as to the spouse
providing such consent, but shall not bind any future spouse. In the
event a Participant revokes an election not to receive the
Pre-Retirement Survivor Annuity, spousal consent to such revocation
shall not be required, but any subsequent elections (including an
election of a different beneficiary or form of payment) must comply
with the provisions of this Section 6.2(c)."
20. Article VI is hereby further amended by the addition of the following
Section 6.9 at the end thereof:
"6.9 Provisions Applicable to Distributions to Participants with
Pension Transfer Accounts. Notwithstanding any other provisions of
this Article VI as to a Participant for whom a Pension Transfer
Account is maintained under this Plan, payment of his Accounts shall
be subject to the special provisions of this paragraph. If such a
Participant is not married at his Annuity Starting Date, and unless
an election to the contrary is in effect in accordance with the
subsequent provisions of this Section 6.9, payment of his Accounts
shall be made in the form of an annuity, commencing immediately,
payable on a monthly basis for the life of the Participant, with no
further benefits payable after the first day of the month in which
his death occurs.
7
<PAGE>
If such a Participant is married on his Annuity Starting Date,
and unless an election to the contrary is in effect in accordance
with the subsequent provisions of this Section 6.9, payment of his
Accounts shall be made in the form of an annuity, commencing
immediately, payable on a monthly basis for the life of the
Participant with a survivor annuity for the life of the
Participant's spouse on the Annuity Starting Date equal to 50% of
the amount of the annuity that was payable to the Participant.
The annuities provided for in this Section 6.9 shall be
purchased from a commercial insurer based upon the value of the
Participant's Accounts balance.
For the purposes of this Section 6.9 the term "Annuity
Starting Date" shall mean the first day of the first period for
which an amount is payable as an annuity or, in the case of a
benefit not payable as an annuity, the first day on which all events
have occurred which entitled the Participant to such benefit.
Within a reasonable period of time before a Participant's
Annuity Starting Date, he shall be provided, by the Committee, in
writing, an explanation of the terms and conditions of the annuity
form of distribution under this Section 6.9, his right to waive such
annuity (with spousal consent as defined hereinafter), and his right
to revoke any such election and to make a new election hereunder.
Such election may be made by the Participant, and revoked and a new
election made, at any time within the election period, which shall
be a ninety (90) day period ending on his Annuity Starting Date;
provided, however, that if the explanation of the terms and
conditions of the annuity form of distribution under this Section
6.9 is provided after the Annuity Starting Date, then the election
period shall not end before the 30th day after the date on which
such explanation is provided unless the Participant (with the
consent of the Participant's spouse) elects to waive the 30-day
requirement and the distribution commences more than 7 days after
such explanation is provided.
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If a married Participant duly elects to waive the annuity form
of distribution, or an unmarried Participant duly elects not to
receive his benefit in the annuity form provided under this Section
6.9, his Accounts shall be paid in accordance with the provisions of
Section 6.3.
Any election by a married Participant hereunder not to receive
his Accounts in the form of an annuity must be consented to by his
spouse, unless it is proven to the satisfaction of the Committee
that his spouse cannot be located. Such consent must be in writing,
must acknowledge the specific beneficiary and form of benefit being
elected, as well as the effect of the waiver, and must either be
witnessed by a Plan representative or notarized. Any spousal consent
hereunder shall be irrevocable as to the spouse providing such
consent but shall not bind any future spouse. In the event a
Participant revokes an election not to receive his benefit in the
form of an annuity, spousal consent to such revocation shall not be
required, but any subsequent elections (including an election of a
different beneficiary or form of payment) must comply with the
provisions of this Section 6.9."
21. Article VIII is hereby amended by the deletion of the word "Board" wherever
it appears thereunder and the insertion of the word "Boards" in lieu thereof.
22. In all other respects, the Plan shall remain unchanged by this Amendment.
IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed the day and year first above written.
GAF CORPORATION
By: /s/ [Illegible]
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