SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15 (d) of the Securities Exchange
Act of 1934
For the calendar year ended December 31, 2000
OR
[ ] Transition report pursuant to Section 15 (d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _________
Commission file number 0-30270
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
BENSON ROAD
MIDDLEBURY, CT 06749
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Crompton Corporation
One American Lane
Greenwich, Connecticut 06831
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of December 31,
2000 and 1999
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2000 and 1999
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes at End-of-Year December 31,
2000
Schedule of Reportable Transactions for The Year Ended December 31, 2000
Signature
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
INDEX
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of December 31,
2000 and 1999
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2000 and 1999
Notes to Financial Statements
Schedule
Schedule of Assets Held for Investment Purposes
at End-of-Year December 31, 2000 I
Schedule of Reportable Transactions
for the Year Ended December 31, 2000 II
Independent Auditors' Report
The Board of Directors
Crompton Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of Uniroyal Chemical Company, Inc. Savings Plan A (the
"Plan") as of December 31, 2000 and 1999, and the related statements of
changes in net assets available for plan benefits for the years then ended.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 2000 and 1999, and the changes in net assets
available for plan benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes at End of Year and Reportable
Transactions are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/KPMG LLP
June 15, 2001
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2000 and 1999
2000 1999
ASSETS:
Investments (Note 3):
Guaranteed investment contracts $ 698,072 $ 2,093,473
Short-term investment fund 1,519,603 1,869,559
Investments in registered investment
Companies 3,687,621 3,713,230
Investments in common/collective
trusts 2,419,468 2,241,933
Common stock of Crompton Corporation 233,085 216,500
Loans receivable from Participants 280,417 192,627
8,838,266 10,327,322
Contributions receivable from
participants 37,897 73,470
Contribution receivable from Uniroyal
Chemical Company, Inc. 2,442 3,331
Total Assets 8,878,605 10,404,123
LIABILITIES:
Administrative expenses payable 21,088 21,151
Net assets available for plan
Benefits $8,857,517 $10,382,972
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
2000 1999
Additions attributed to:
Investment income:
Interest and dividend income $ 643,316 $ 808,845
Net (depreciation) appreciation in
fair value of investments (398,631) 282,500
244,685 1,091,345
Contributions:
Employer 33,410 54,155
Employee 653,130 1,139,074
686,540 1,193,229
Total additions 931,225 2,284,574
Deductions attributed to:
Benefits paid to participants 2,410,743 4,591,151
Administrative expenses 45,937 68,919
Total deductions 2,456,680 4,660,070
Net decrease (1,525,455) (2,375,496)
Net assets available for plan benefits
at beginning of year 10,382,972 12,758,468
Net assets available for plan benefits
at end of year $ 8,857,517 $ 10,382,972
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC
SAVINGS PLAN A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999
1. Plan Description
The Uniroyal Chemical Company, Inc. Savings Plan A (the "Plan") is a
defined contribution plan established by Uniroyal Chemical Company, Inc.
(the "Company") on October 15, 1986 and amended and restated effective
September 1, 1997 to provide a means for eligible employees to supplement
their retirement income. Participants receive retirement payments as of
their retirement date by electing one of several payment options as
specified in the Plan. For complete information, see the Plan document.
The Plan is administered by a Retirement Board consisting of persons
appointed by the Board of Directors of the Company.
The Plan covers all hourly-rate and salaried employees represented by a
collective bargaining agent at the Company's plants or other locations or
hourly-rate employees not represented by a collective bargaining agent at a
Company plant or location to which the Company's Plan has been extended.
Company Contributions
Contributions by the Company are made monthly for each hour for which the
participant receives pay from the Company, including 40 hours for each week
of vacation eligibility. In addition, the Company will contribute, based
upon 40 hours, for any period of absence during which the participant
accrues credited service. The rate of contribution per hour is in
accordance with the following schedule:
Years of Service Rate Per Hour
0-14 $.05
15-24 .12
25+ .18
The Plan provides that, except in certain specified events, Company
contributions credited to a participant account are not vested until the
completion of three years of service. Thereafter, all Company
contributions vest when made.
Participant Contributions
Each participant may contribute an amount not to exceed 15% of eligible
compensation for each Plan year. Participant contributions are treated as
pre-tax contributions and are normally made by payroll deductions.
Participant contributions are subject to Internal Revenue Service
limitations, which were $10,500 and $10,000 in 2000 and 1999, respectively.
Investments
Employer contributions are invested in the Retirement Savings Trust Fund
("Trust Fund") maintained by the Vanguard Investment Group. Participant
contributions are invested in mutual funds maintained by the Vanguard
Investment Group. These funds are comprised of the following investment
options:
Vanguard 500 Index Fund - This fund focuses on long-term growth of capital
and income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard Explorer Fund - This fund seeks to provide long-term growth of
capital by investing in a diversified group of small company stocks with
prospects for above-average growth.
Vanguard International Growth Fund - This fund aims at providing long-term
growth of capital by investing in stocks of high quality, seasoned
companies based outside the United States. Stocks are selected from more
than 15 countries.
Vanguard Long-term Corporate Fund - This fund invests primarily in a
diversified group of long-term bonds issued by corporations with strong
credit ratings.
Vanguard Morgan Growth Fund - This fund invests primarily in stocks of
large and mid-sized companies that have strong records of growth in sales
and earnings or that have performed well during certain market cycles.
Vanguard Prime Money Market Fund - This fund seeks to provide high income
and a stable share price of $1.00 per share by investing in short-term,
high quality money market instruments issued by financial institutions,
non-financial corporations, the U.S. government, and federal agencies.
Vanguard STAR Fund - This fund invests in ten Vanguard funds: six stock
funds, three bond funds, and one money market fund. The fund invests about
60% to 70% of its assets in stock funds, 20% to 30% in two of the bond
funds, and 10% to 20% in two funds representing short-term reserves.
Vanguard Windsor Fund - This fund invests in stocks believed to be
undervalued by the market. It focuses on stocks selling at prices that
seem low in relation to such factors as past earnings, potential growth,
and dividend payments.
Vanguard Retirement Savings Trust - This trust is a tax-exempt collective
trust invested primarily in investment contracts issued by insurance
companies and commercial banks, and similar types of fixed-principal
investments. This trust aims at maintaining a constant net asset value of
$1.00 per share. This trust also focuses on stability of principal and a
high-level of current income consistent with a two to three-year average
maturity.
Crompton Corporation Common Stock Fund - This fund invests primarily in
Crompton Corporation common stock to provide the possibility of long-term
growth through increases in the value of the stock.
The guaranteed investment contracts held by State Street at August 31, 1997
will be held to maturity and invested in short term investment funds.
These funds will be transferred to and invested in the Vanguard mutual
funds in five annual installments with the initial payment on December 31,
1997. The Company contribution portion of each installment payment will be
invested in the Retirement Savings Trust Fund. The balance of each
participant's transfer will be invested in the same ratio as the
participant's then current voluntary contribution allocation. Voluntary
deferred contributions currently not being made by the participant will be
invested in the Retirement Savings Trust Fund.
Withdrawals and Forfeitures
A participant may withdraw in whole or in part, subject to a 90% maximum on
partial withdrawals, his or her voluntary contributions account at any
time, provided that each withdrawal is separated by a period of six months.
In the event a participant's employment with the Company is terminated
because of retirement or death, the participant or a designated beneficiary
shall receive payment of his or her benefit account balance. At December
31, 2000 and 1999, benefit payments due participants who terminated
employment with the Company prior to year-end and requested distributions
of their accounts totaled $315,411 and $474,443, respectively. These
amounts have not been recorded in the financial statements but are included
as benefit payments and liabilities in the Form 5500 of the Plan.
Forfeitures, consisting of Company contributions credited to the Company
Basic Contribution Account applicable to participants who terminate from
the Plan while not vested, are valued at the employee's share of the cost
of the Plan's investment plus accrued interest thereon. These amounts are
applied to reduce the Company's current obligation to contribute to the
Plan. There were no forfeitures in 2000 and 1999.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Employee Accounts
AON Consulting, the record keeper of the Plan, maintains an individual
account for each participant called a "Company Basic Contributions Account"
showing the amount of Company contributions in fixed principal and income
contracts through August 31, 1997. As these contracts mature, the proceeds
are invested in short-term investments and finally in various Vanguard
Funds as selected by the participants.
The Vanguard Funds are maintained by the Vanguard Investment Group and as
the record keeper for participant contributions, also maintains, for each
participant who elects to make voluntary contributions, a "Voluntary
Deferred Contributions Account" showing the amount of participant
contributions in various Vanguard Funds.
Expenses
Expenses incurred are paid by the Plan, except to the extent that the
Company shall provide for such payment. The Company provides
administrative and accounting services for the Plan at no charge.
Loans
The Plan permits participants to borrow funds from their Voluntary Deferred
Contributions Account, subject to certain restrictions. The minimum amount
that may be borrowed is $1,000. The maximum amount that may be borrowed is
the lesser of $50,000 reduced by the greater of (a) the outstanding balance
of loans from the Plan to the participant on the date the loan is made, or
(b) the highest outstanding balance of loans from the Plan to the
participant during the one-year period ending on the day before the date
the loan is made (excluding any payments made) or 50% of the value of the
participant's vested interest under the Plan on the date the loan is made
or the amount of the participant's voluntary deferred account not invested
in the Crompton Corporation Common Stock Fund. Loans bear interest at a
rate equal to 1.0% above the prime rate. Loans are payable within five
years, except for those used to acquire a principal residence which are
payable within 15 years.
Use of Estimates
The preparation of financial statements is in conformity with accounting
principles generally accepted in the United States of America. This
requires the Plan to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
3. Investments
Short Term Investment Fund
The Short-term Investment Fund is valued at cost plus accrued interest. The
carrying amount approximates fair value because of the short maturity of
those instruments. The aggregate yield for these investments at the end of
2000 and 1999 were 6.4% and 5.7%, respectively.
Guaranteed Investment Contracts
The guaranteed investment contracts with various insurance companies are
valued at contract value that approximates fair value. Such investments
earned interest at rates ranging from 6.32% to 7.07% during 2000 and from
5.32% to 7.47% during 1999.
Mutual Funds
The mutual funds sponsored by registered investment companies are recorded
at market valuations that are based on published market prices.
Purchases and sales are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date.
Capital gain distributions are included in dividend income.
Crompton Corporation Stock Fund
The Crompton Corporation Stock Fund is valued at its year-end closing price
(comprised of year-end market price plus uninvested cash position).
Loans Receivable
The loans receivable from participants are valued at cost plus accrued
interest, which approximates fair value.
4. Investments Exceeding 5% of Net Assets
The Plan's investments exceeding 5% of net assets available for plan
benefits as of December 31, 2000 and 1999 are as follows:
Description of Investment 2000 1999
Short-term Investment Fund $1,519,603 $1,869,559
Guaranteed Investment Contracts 698,072 2,093,473
Vanguard Retirement Savings Trust 2,419,468 2,241,933
Vanguard 500 Index Fund 1,235,016 1,334,522
Vanguard Windsor Fund 981,643 871,707
Vanguard Morgan Growth Fund 635,189 699,766
Appreciation/(Depreciation) in Investments
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value as follows:
2000 1999
Investments in Registered Investment
Companies ($358,874) $255,473
Common Stock of Crompton Corporation ( 39,757) 27,027
($398,631) $282,500
5. Tax Status
The Internal Revenue Service has determined and has informed the Company by
a letter dated in June 12, 1995 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (the "IRC"). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
6. Parties-in-Interest
The Chase Bank, AON Consulting, State Street Bank and Trust Company and The
Vanguard Investment Group are parties-in-interest as defined in Section
3(14) of the Employee Retirement Income Security Act of 1974, as amended.
During the years 2000 and 1999, there were no prohibited party-in-interest
transactions.
7. Priorities Upon Termination of the Plan
The Board of Directors of the Company shall have the right from time to
time to add to, modify or amend the Plan, and the Board of Directors shall
have the right to terminate the Plan. The Board of Directors may also
authorize the inclusion in any contract entered into by the Company with
the union or unions representing employees, or with any group or groups of
employees, of a provision or provisions having the effect of limiting or
foregoing any such rights.
Further, no addition to, modification, amendment or termination of the Plan
shall have the effect of reducing the entitlement of any participant's
benefit accrued under the Plan or of diverting any part of the assets of
the Trust Fund for purposes other than provided in the Plan.
Upon any termination of the Plan or complete and permanent discontinuance
of contributions of all participants, the entitlement of each participant's
Company Basic Contributions Account, if not already vested, shall vest
fully and all amounts in all accounts of each participant shall be
delivered and paid as soon as practicable.
Schedule I
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END-OF-YEAR
DECEMBER 31, 2000
Identity of Issue, Description of Investment
Borrower, Lessor Including Maturity Date,
or Similar Party Rate of Interest, Collateral,
Par or Maturity Value Current
Value
State Street Bank and Trust
Company Short-term Investment Fund $ 1,519,603
State Street Bank and Trust
Company Guaranteed investment contracts
with various insurance
companies with various
maturities and interest rates
ranging from 6.32% to 7.07% 698,072
Vanguard Trust Company Explorer Fund 161,471
Vanguard Trust Company Long Term Corporate Fund 101,624
Vanguard Trust Company 500 Index Fund 1,235,016
Vanguard Trust Company International Growth Fund 238,090
Vanguard Trust Company Prime Money Market Fund 92,805
Vanguard Trust Company Star Fund 241,783
Vanguard Trust Company Morgan Growth Fund 635,189
Vanguard Trust Company Windsor Fund 981,643
Vanguard Trust Company Retirement Savings Trust 2,419,468
Crompton Corporation Common Stock 233,085
6,340,174
Loans receivable from Loans earn interest at the
participants prime rate plus 1% 280,417
TOTAL INVESTMENTS $8,838,266
Party in- Interest - All parties listed above
Schedule II
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Identity Description Purchase Selling Cost of Net Gain
of Party of Asset Price Price Asset (Loss)
Involved
Series of Transactions:
Vanguard Trust Vanguard $877,430 $- $877,430 $-
Company Retirement
Savings
Trust
Vanguard Trust Vanguard $- $699,894 $699,894 $-
Company Retirement
Savings
Trust
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Date: June 26, 2001 By:/s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial Officer