-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IRtWnvonLRr/wZXeVyuE3tcfcKont+1zkYbzxNqcdK/Mfte8yVEYenUDncKZ93sO xXG8NmEjRvuM68BKSKBlNQ== 0001002664-98-000011.txt : 19980504 0001002664-98-000011.hdr.sgml : 19980504 ACCESSION NUMBER: 0001002664-98-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES CARBON CORP CENTRAL INDEX KEY: 0001002664 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 133637043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 033-98522 FILM NUMBER: 98605579 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125273002 MAIL ADDRESS: STREET 1: 110 EAST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1997 Commission File Number 33-98522 GREAT LAKES CARBON CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3637043 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 110 East 59th Street, New York, New York 10022 (Address of principal executive offices) (Zip Code) (212) 527-3002 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or any amendment to this Form 10-K. [X] As of February 20, 1998, the registrant had outstanding 100,000 shares of its Common Stock. DOCUMENTS INCORPORATED BY REFERENCE None GREAT LAKES CARBON CORPORATION Amendment to Annual Report on Form 10-K for the Year Ended December 31, 1997 Table of Contents
Page Item 10. Directors and Executive Officers of the Registrant . . . . . 1 Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 2 Item 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . . . 3 Item 13. Certain Relationships and Related Transactions. . . . . . . . 4
Item 10. Directors and Executive Officers(1) of the Registrant Directors and Executive Officers The directors of the Company are as follows: Name Age Position ---- --- -------- William E. Flaherty 65 Chairman of the Board David O. Carpenter 60 Director David N. Judelson 69 Director Tinkham Veale II 83 Director All of the Company's directors and executive officers are elected annually and hold office until their respective successors are elected and qualified. Mr. Flaherty has served as Chairman of the Board of the Company since 1991. He has also been Chairman of the Board and Chief Executive Officer of Horsehead since 1989 and was President and Chief Executive Officer and a director of Horsehead from 1981 to 1989. Since 1986 he has been the Chairman of the Board of Horsehead Resource Development Company, Inc. ("HRD"). Mr. Carpenter has been a director of the Company since 1991. He was President of the Company from 1991 to June 1995. He was President of Horsehead from 1989 to June 1995 and has been a director of Horsehead since 1981. He was also President and Chief Executive Officer of HRD from 1986 to 1990 and Vice Chairman of HRD from 1990 to June 1995 and has been a director of HRD since June 1995. Mr. Judelson has been a director of the Company since 1991. He was a founder of Gulf & Western Industries, Inc. (now a unit of Viacom International Inc.), a member of its Board of Directors from 1959 to 1983 and President and Chief Operating Officer from 1967 to 1983. Since 1983 he has been engaged in consulting and investments. He has also been a director of Horsehead since 1985 and Vice Chairman of Horsehead since 1989 and a director of HRD since 1986. Mr. Veale has been a director of the Company since 1991. He was the founder of Alco Standard Corporation and was Chairman of that company through 1986 when he became Chairman Emeritus. He was Chairman of the Board of Horse- head from 1981 to 1989, and has been Chairman Emeritus of Horsehead since 1989. He has also been a director of HRD since 1986. Mr. Flaherty has an employment agreement with the Company which expires in 2000 and provides for annual compensation of $360,000. He also received a bonus of $2,472,000 during 1997. Messrs. Carpenter, Judelson and Veale each have a consulting agreement with the Company which expires in 2000 and provides - ------------------------------------------------------------------------------- (1) Information regarding the executive officers of the Company was set forth in Item 1 of the Company's Report on Form 10-K filed March 2, 1998. for an annual fee of $140,000. In connection with their consulting activities they were also paid $1,338,000, $1,272,000 and $918,000, respectively in consulting fee bonuses during 1997. Item 11. Executive Compensation The following table sets forth information concerning cash compensation paid by the Company for the years ended December 31, 1997, 1996 and 1995 to the Company's Chief Executive Officer and each of the four other most highly compensated executive officers of the Company. The Company does not have any non-cash compensation or stock appreciation rights plans. Annual Compensation ------------------- All Other Name and Position Year Salary Bonus Other (1) Compensation(2) - ----------------- ---- ------ ----- -------- -------------- James D. McKenzie 1997 250,008 300,000 -- $4,750 President and Chief 1996 250,008 150,000 -- -- Executive Officer 1995 210,000 -- -- -- A. Frank Baca 1997 157,500 37,440 -- 4,725 Senior Vice President, 1996 150,000 17,524 7,134 -- Operations and 1995 120,936 8,686 320 -- Administration Robert C. Dickie 1997 130,002 29,952 4,883 3,900 Vice President, Sales 1996 120,000 15,361 34,736 -- 1995 106,008 7,893 25,263 -- Jams W. Betts 1997 112,500 26,208 33,817 3,375 Vice President, 1996 105,000 13,910 67,000 -- Raw Materials 1995 96,000 7,392 5,000 -- Patrick E. Valentine 1997 75,000 -- -- 2,250 Vice President, Commercial Development - ------------------------------------------------------------------------------- (1) The amounts shown in this column reflect the Company's payment of reloca- tion allowances. (2) The amounts shown in this column reflect the Company's contribution to the named executive officer's 401(k) account. The Company also maintains a defined benefit retirement plan for its salaried employees which provides eligible employees with certain benefits at retirement based upon the participant's years of service and final base salary. Report of the Board of Directors on Executive Compensation. It is the general policy of the Company to set executive compensation at levels which will attract and retain persons of appropriate skill, knowledge and experience to perform the necessary duties required of them as executive officers of the Company, while at the same time motivating them to produce superior results. Executive compensation is comprised of (i) salary and (ii) participa- tion in a profit sharing plan. Salaries are generally determined by consideration of the following factors: (A) the need to attract and retain competent executives; and (B) salary levels of executives of comparable companies. The salary of the Chief Executive Officer is determined by the Board of Directors of the Company and generally reflects his unique skills, overall qualifications, past experience and prior performance. The Company's profit sharing plan provides for distributions based upon the Company's achievement of profitability targets established each year by the Company. The Chief Executive Officer does not participate in the profit sharing plan but may receive cash bonuses at the discretion of the Company's Board of Directors. THE BOARD OF DIRECTORS William E. Flaherty, Chairman David O. Carpenter David N. Judelson Tinkham Veale II Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information as of December 31, 1997 relating to the beneficial ownership of the common stock of the Company by the directors and named executive officers of the Company, directors and officers of the Company as a group and each owner of more than 5% of the common stock of the Company. Number of Name Shares Percent ---- --------- ------- William E. Flaherty (1) 37,080 37.1% David O. Carpenter (2) 20,070 20.1% David N. Judelson (3) 19,080 19.1% Tinkham Veale II (4) 13,770 13.8% All directors and officers as a group (10 persons) 90,000 90.0% (1) Mr. Flaherty's share ownership includes shares held by a trust and a Delaware limited partnership of which Mr. Flaherty is the sole limited partner. (2) With respect to 16,884 shares owned of record by Mr. Carpenter's wife and children or by Mr. Carpenter and his wife jointly, share ownership consists of shared voting and shared investment power. (3) With respect to 4,512 shares owned of record by Mr. Judelson's children, share ownership consists of shared voting and shared investment power. (4) Mr. Veale's shares are held by a family owned corporation. Item 13. Certain Relationships and Related Transactions Distribution Agreement. The Company and Horsehead entered into a distribution agreement con- currently with the sale of the Secured Notes ("the Spinoff Date"). The distribution agreement provides that each of the Company and Horsehead will indemnify the other party against certain losses arising before, concurrently or subsequent to the Spinoff Date. Tax Separation Agreement. In 1995, the Company and Horsehead were parties to a tax sharing agree- ment which provided for apportionment of consolidated federal tax liability on a separate company basis. The Company and Horsehead are also parties to a tax separation agreement that provides for adjustments to federal income tax liability of the Company, computed on a separate company basis for tax periods prior to the Spinoff Date. Management/Corporate Services. In 1995, until the Spinoff Date, the Company paid a monthly asset utilization fee to Horsehead equal to 1% of the Company's net assets, adjusted for intercompany balances and tax assets and liabilities. A portion of the fee represented various management services provided to the Company by Horsehead. After the Spinoff Date, the Company is paying a fee to Horsehead in exchange for management, tax, financial, legal and other services performed for the Company, which for 1997 was $620,000. The Company also reimburses Horsehead in connection with its use of certain corporate facilities which amount was $816,000 for 1997. SIGNATURES Pursuant to the requirements of Rule 12b-15 of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. GREAT LAKES CARBON CORPORATION By: /s/JAMES D. MCKENZIE ------------------------------- James D. McKenzie President and Chief Executive Officer (Principal Executive Officer) -----END PRIVACY-ENHANCED MESSAGE-----