OM GROUP INC
8-K, 1997-04-22
INDUSTRIAL INORGANIC CHEMICALS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     April 22, 1997
                                                ------------------------------

                                 OM GROUP, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                   0-22572                     52-1736882
 (State or other               (Commission                (IRS Employer
other jurisdiction             File Number)               Identification No.)
 of incorporation)                                                    

        50 Public Square, 3800 Terminal Tower, Cleveland, Ohio 44113-2204
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (216) 781-0083
                                                   ----------------------------

Former name of former address, if changed since last report: N/A
                                                            -------------------


<PAGE>   2

ITEM 5.   OTHER EVENTS.
          ------------

     On April 22, 1997, OM Group, Inc. (the "Company") issued a press release
relating to the results of the Company's operations for the three months ended 
March 31, 1997. The text of the press release is attached as an exhibit to 
this report.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
          ---------------------------------
     (C)  Exhibits.

          (99) Press release dated April 22, 1997


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   OM GROUP, INC.



Dated: April 22, 1997              By: /s/ James M. Materna
                                      ----------------------------
                                      James M. Materna
                                      Chief Financial Officer




                                      2

<PAGE>   1
                                                                   Exhibit (99)

OM Group, Inc.


Kristine Marks
OM Group, Inc.
(216) 781-0083

OM GROUP REPORTS FIRST QUARTER SALES, NET INCOME INCREASES

CLEVELAND - April 22, 1997 - OM Group, Inc. (NYSE - OMP) today reported a 15
percent increase in net income and a 7 percent increase in net sales for its
first quarter ended March 31, 1997.

The producer of value-added, metal-based specialty chemicals and powders said
net sales for the period were $110.1 million, compared to $102.9 million a
year ago, while net income increased to $8.2 million, or $.43 per share, from
$7.2 million, or $.37 per share, in the 1996 first quarter.

OMG's 1997 first quarter increases in sales and net income were achieved
primarily through an increase in physical volume of products sold. Higher
physical volume in carboxylates and salts, as well as the net sales added
through the acquisition of SCM Metal Products, Inc. (SCM) in January 1997, more
than offset the effect on the net sales line of decreasing cobalt chemical
prices due to declining cobalt raw material prices.

As previously announced, OMG purchased SCM for $122 million and financed the
transaction with bank debt. "Earnings for both this new acquisition and our
existing business were in line with our expectations," said James P. Mooney,
chairman and chief executive officer.


                                    -more-
<PAGE>   2
OM Group Reports First Quarter Sales, Net Income Increases
Page -- 2

"New OMG mixed metal PVC heat stabilizers, rechargeable battery chemicals,
proprietary catalysts, and stainless steel pressed metal powders offer
significant growth opportunities. We look forward to continuing improvements 
in our business," said Mooney.

OMG's principal product lines include metal carboxylates, metal salts and metal
powders sold to diverse industries, including catalysts, ceramics, coatings,
electronics, magnetic tapes, petroleum refining, plating, plastics, pressed
metal parts and other specialty chemicals.

Headquartered in Cleveland, OMG operates manufacturing facilities in North
America, Europe and Asia. It has approximately 700 employees worldwide.

                                     ###
<PAGE>   3



                                OM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)



<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                       March 31, 
                                                  ------------------
                                                   1997         1996
                                                   ----         ----
<S>                                              <C>               <C>
OPERATIONS
  Net sales                                      $110,055     $102,853
  Cost of products sold                            83,477       82,642
                                                 ---------------------
                                                   26,578       20,211

Selling, general and administrative expenses       10,882        7,953
                                                 ---------------------
  INCOME FROM OPERATIONS                           15,696       12,258

OTHER INCOME (EXPENSE)
  Interest expense                                 (3,666)      (1,894)
  Interest income                                      21           34
  Foreign exchange gain                               285          170
                                                 ---------------------
                                                   (3,360)      (1,690)
                                                 ---------------------

  INCOME BEFORE INCOME TAXES                       12,336       10,568

Income taxes                                        4,120        3,417

                                                 ---------------------
  NET INCOME                                       $8,216       $7,151
                                                 =====================

Net income per share                                $0.43        $0.37

Dividends paid per common share                     $0.08        $0.07

Weighted Average Shares Outstanding (000)          19,327       19,232
    
</TABLE>

<PAGE>   4

                                OM GROUP, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                                       March 31,      December 31,    
                                                                         1997            1996        
                                                                      (Unaudited)                    
                                                                    ------------------------------   
<S>                                                                 <C>             <C>
ASSETS                                                                                               
- ------                                                                                               
                                                                                                     
CURRENT ASSETS                                                                                       
     Cash and cash equivalents                                          $  8,177        $  7,818     
     Accounts receivable                                                  76,412          60,054     
     Inventories                                                         223,260         195,050     
     Other current assets                                                  9,135           8,245     
                                                                    ------------------------------   
           Total Current Assets                                          316,984         271,167     
                                                                                                     
PROPERTY, PLANT AND EQUIPMENT                                                                        
     Land                                                                  2,740             467     
     Buildings and improvements                                           48,653          40,569     
     Machinery and equipment                                             140,050         122,695     
     Furniture and fixtures                                                6,185           4,074     
                                                                    ------------------------------   
                                                                         197,628         167,805     
     Less accumulated depreciation                                        61,154          57,184     
                                                                    ------------------------------   
                                                                         136,474         110,621     
OTHER ASSETS                                                                                         
     Unprocessed inventory                                                12,429          27,499     
     Goodwill and other intangible assets                                117,714          23,036     
     Other assets                                                          9,354           6,310     
                                                                                                     
                                                                    ------------------------------   
TOTAL ASSETS                                                            $592,955        $438,633     
                                                                    ==============================   
                                                                                                     
                                                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 
- ------------------------------------                                                                 
                                                                                                     
CURRENT LIABILITIES                                                                                  
     Current portion of long-term debt                                  $  2,094           3,586     
     Accounts payable                                                     79,854          77,330     
     Other accrued expenses                                               15,770          16,390     
                                                                    ------------------------------   
           Total Current Liabilities                                      97,718          97,306     
                                                                                                     
                                                                                                     
LONG TERM LIABILITIES                                                                                
     Long-term debt                                                      259,295         109,295     
     Contract payable                                                     12,429          27,499     
     Deferred income taxes                                                24,262          17,773     
     Other long-term liabilities                                           7,389           1,438     

STOCKHOLDERS' EQUITY
     Preferred stock $0.01 par value:
      Authorized 2,000,000 shares; no shares issued or outstanding
     Common stock, $0.01 par value:
      Authorized 30,000,000 shares; issued 18,759,346 shares                 188             188
     Capital in excess of par value                                      102,125         102,125
     Retained earnings                                                    93,060          86,345
     Treasury stock (132,574 shares at March 31, 1997 and
      141,432 shares at December 31, 1996, at cost)                       (3,031)         (3,095)
     Foreign currency translation adjustments                               (480)           (241)
                                                                    ------------------------------   
           Total Stockholders' Equity                                    191,862         185,322

                                                                    ------------------------------   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $592,955        $438,633
                                                                    ==============================   

</TABLE>



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