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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10585
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CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 13-4996950
469 NORTH HARRISON STREET, 08543-5297
PRINCETON, NEW JERSEY (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (609) 683-5900
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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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 and (2) 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 this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 8, 1999, 18,767,558 shares of Common Stock held by non-affiliates
were outstanding with an aggregate market value of approximately $809 million.
The aggregate market value is based on the closing price of such stock on the
New York Stock Exchange on March 8, 1999.
As of March 8, 1999, 19,403,789 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS II AND IV Portions of registrant's 1998 Annual Report to Stockholders.
PART III Portions of registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held on May 6, 1999.
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TABLE OF CONTENTS
PART I
ITEM PAGE
1. Business - 1 -
2. Properties - 6 -
3. Legal Proceedings - 7 -
4. Submission of Matters to a Vote of Security Holders - 7 -
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters - 7 -
6. Selected Financial Data - 7 -
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - 7 -
8. Financial Statements and Supplementary Data - 7 -
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure - 7 -
PART III
10. Directors and Executive Officers of the Registrant - 7 -
11. Executive Compensation - 8 -
12. Security Ownership of Certain Beneficial Owners and Management - 8 -
13. Certain Relationships and Related Transactions - 8 -
PART IV
14. Exhibits, Financial Statement Schedule and Reports on Form 8-K - 8 -
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PART I
ITEM 1. BUSINESS.
The Company was founded in 1846 and is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a versatile chemical which
performs a broad range of functions such as cleaning, deodorizing, leavening and
buffering. The Company specializes in sodium bicarbonate and sodium
bicarbonate-based products, along with other products which use the same raw
materials or technology or are sold into the same markets.
The Company sells its products, primarily under the ARM & HAMMER(R)
trademark, to consumers through supermarkets, drug stores and mass
merchandisers; and to industrial customers and distributors. ARM & HAMMER is
the registered trademark for a line of consumer products which includes ARM &
HAMMER Baking Soda, ARM & HAMMER DENTAL CARE(R) Dentifrices and ARM & HAMMER
DENTAL CARE Gum, ARM & HAMMER Carpet Deodorizer, ARM & HAMMER Deodorizing Air
Freshener, ARM & HAMMER Powder and Liquid Laundry Detergent and ARM & HAMMER
Deodorant Anti-Perspirant with Baking Soda. The ARM & HAMMER trademark is also
used for a line of chemical products, the most important of which are sodium
bicarbonate, ammonium bicarbonate, sodium sesquicarbonate, ARM & HAMMER
MEGALAC(R) Rumen Bypass Fat and ARMEX(R) Blast Media. The Company also owns
BRILLO(R) Soap Pads and other consumer products. In 1998, consumer products
represented 82% and specialty products 18% of the Company's sales.
Approximately 91% of the Company's sales revenues are derived from sales in the
United States.
CONSUMER PRODUCTS
PRINCIPAL PRODUCTS
The Company's founders first marketed baking soda in 1846 for use in home
baking. The ARM & HAMMER trademark was adopted in 1867. Today, this product is
known for a wide variety of uses in the home, including as a refrigerator and
freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and
cooking appliances, bath additive, dentifrice, cat litter deodorizer, and
swimming pool pH stabilizer. The Company estimates that a majority of U.S.
households have a box of baking soda on hand. Although no longer the Company's
largest single business, ARM & HAMMER Baking Soda remains the leading brand of
baking soda in terms of consumer recognition of the brand name and its
reputation for quality and value.
The deodorizing properties of baking soda have since led to the development
of several other household products; ARM & HAMMER Carpet Deodorizer and ARM &
HAMMER Deodorizing Air Freshener are both available in a variety of fragrances.
In 1992, the Company launched ARM & HAMMER Cat Litter Deodorizer, a scented
baking soda product targeted to cat-owning households and veterinarians. During
the fourth quarter of 1997, the Company introduced nationally ARM & HAMMER SUPER
SCOOP(R), The Baking Soda Clumping Litter, which competes in the fast-growing
clumping segment of the cat litter market.
The Company's largest consumer business today, measured by sales volume, is
in the laundry detergent market. The ARM & HAMMER brand name has been associated
with this market since the last century when ARM & HAMMER Super Washing Soda was
first introduced as a heavy-duty laundry and household cleaning product. The
Company today makes products for use in various stages of the laundry cycle;
powdered and liquid laundry detergents, fabric softener dryer sheets and a
laundry detergent booster.
ARM & HAMMER Laundry Detergents, in both powder and liquid forms, have been
available nationally since the early 1980's. The Company markets these brands as
value products, priced at a 15 to 20 percent discount from products identified
by the Company as market leaders. In late 1996, the Company reformulated and
concentrated the product. A companion product, ARM & HAMMER Liquid Laundry
Detergent, is also available in regular and perfume and dye-free forms. In 1995
and again in 1998, this product was reformulated to improve its performance.
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In 1992, the Company completed the national expansion of another laundry
product, ARM & HAMMER Fabric Softener Sheets. This product stops static cling,
and softens and freshens clothes. In 1998, the Company acquired the TOSS 'N
SOFT(R) brand of dryer sheets and combined both products under the FRESH &
SOFT(TM) brand name.
ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild
cleansing action cleans and polishes teeth, removes plaque and leaves the mouth
feeling fresh and clean. These properties have led to the development of a
complete line of sodium bicarbonate-based dentifrice products which are marketed
and sold nationally: ARM & HAMMER DENTAL CARE, The Baking Soda Tooth Powder; ARM
& HAMMER DENTAL CARE, The Baking Soda Toothpaste; ARM & HAMMER DENTAL CARE Gel;
ARM & HAMMER DENTAL CARE Tartar Control Formula; ARM & HAMMER DENTAL CARE Tartar
Control Gel; ARM & HAMMER PEROXICARE, a baking soda toothpaste containing
hydrogen peroxide; and Tartar Control PEROXICARE. In 1996, three new ARM &
HAMMER DENTAL CARE Toothpaste line extensions were introduced nationally, ARM &
HAMMER DENTAL CARE Sensitive Formula, ARM & HAMMER DENTAL CARE Extra-Whitening
and ARM & HAMMER DENTAL CARE Smooth Spearmint. In early 1998, the Company
introduced ARM & HAMMER DENTAL CARE Gum, a baking soda-based oral care product
that is available in three flavors. In early 1999, the Company introduced ARM &
HAMMER ADVANCE WHITE line of dentifrice for the whitening segment of the
toothpaste market.
The Company markets and sells, ARM & HAMMER Deodorant Anti-Perspirant with
Baking Soda, and ARM & HAMMER Deodorant with Baking Soda. These products are
available in various scented and unscented stick, aerosol and roll-on forms,
including ARM & HAMMER Deodorant with Baking Soda in a wide solid stick and a
jumbo oval stick Deodorant Anti-Perspirant. In 1997, the Company launched
nationally ARM & HAMMER Aerosol Deodorant Anti-Perspirant.
In 1997, the Company acquired a group of five household cleaning brands
from The Dial Corporation. The brands acquired were BRILLO(R) Soap Pads and
other steel wool products, PARSONS(R) and BO-PEEP(R) Ammonia, CAMEO(R) Metal
Polish, RAIN DROPS(R) Water Softener and SNO BOL(R) Cleaners. During the first
quarter of 1998, the Company purchased from The Dial Corporation TOSS 'N SOFT(R)
Dryer Sheets. The acquisition of these brands broadens the Company's base of
household cleaning products, and fit well within the Company's current sales,
marketing and distribution activities.
COMPETITION
The markets for retail consumer products are highly competitive. ARM &
HAMMER Baking Soda competes with generic and private label brands of grocery
chains. ARM & HAMMER DENTAL CARE dentifrice products, ARM & HAMMER Carpet
Deodorizer, ARM & HAMMER Deodorant Anti-Perspirant and ARM & HAMMER Deodorizing
Air Freshener compete with other nationally advertised brands, generally sold by
larger multi-national companies. ARM & HAMMER DENTAL CARE Gum, although an oral
care product, competes with other chewing gum brands which are promoted as good
for oral health.
The Company's laundry products, ARM & HAMMER Powder Laundry Detergent, ARM
& HAMMER Liquid Laundry Detergent, ARM & HAMMER Super Washing Soda, and ARM &
HAMMER FRESH & SOFT Dryer Sheets, all have small shares in large markets
competing generally against large multi-national consumer packaged goods
companies.
All of the Company's products are competitively priced and receive strong
support in the form of trade and/or consumer promotion. In addition, the Company
advertises certain products on national television.
DISTRIBUTION
The Company's consumer products are primarily marketed throughout the
United States and Canada and sold through supermarkets, mass merchandisers and
drugstores. The Company employs a sales force based regionally throughout the
United States. This sales force utilizes the services of independent food
brokers in each market. The Company's products are strategically located in
public warehouses and either picked up by customers or delivered by independent
trucking companies.
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SPECIALTY PRODUCTS
PRINCIPAL PRODUCTS
The Company's specialty products business primarily consists of the
manufacture, marketing and sale of sodium bicarbonate in a range of grades and
granulations for use in industrial and agricultural markets. In industrial
markets, sodium bicarbonate is used by other manufacturing companies as a
leavening agent for commercial baked goods, as an antacid in pharmaceuticals, as
a carbon dioxide release agent in fire extinguishers, and as an alkaline agent
in swimming pool chemicals, and as an agent in kidney dialysis. A special grade
of sodium bicarbonate, as well as sodium sesquicarbonate, is sold to the animal
feed market as a feed additive for use by dairymen as a buffer, or antacid, for
dairy cattle.
The Company markets and sells MEGALAC Rumen Bypass Fat, a nutritional
supplement made from natural oils, which allows cows to maintain energy levels
during the period of high-milk production, resulting in improved milk yields and
minimal weight loss. The product and the trademark MEGALAC are licensed under a
long-term license agreement from a British company, Volac Ltd.
In January 1999, the Company announced it was forming a joint venture with
the Safety-Kleen Corporation called the ArmaKleen Company. This joint venture
will distribute Church & Dwight's proprietary product line of aqueous cleaners
along with the Company's Armex Blast Media line which is designed for the
removal of a wide variety of surface coatings. During the first quarter of 1999,
the Company sold the Armex blast cleaning equipment business to U.S. Filter
Surface Preparation Group, Inc., a U.S. Filter Company.
The Company markets and sells ammonium bicarbonate and other specialty
chemicals to food and agricultural markets in Europe through its wholly-owned
British subsidiary Brotherton Speciality Products Ltd.
The Company and Occidental Petroleum Corporation are equal partners in a
joint venture named Armand Products Company, which produces and markets
potassium carbonate and potassium bicarbonate. Potassium chemicals are sold,
among others, to the glass industry for use in TV and computer monitor screens.
During 1997, the Company acquired a 40 percent equity interest in
QGN/Carbonor, a Brazilian bicarbonate/carbonate-related chemical company. The
agreement includes an option for the Company to increase its interest to 75
percent by March 31, 1999.
COMPETITION
The sodium bicarbonate industry continues to be affected by competition
from domestic sodium bicarbonate producers and imports. In agricultural markets,
sodium bicarbonate also competes with several alternative buffer products. The
competitive level is substantial as competitors employ aggressive selling
techniques in the attempt to build their respective businesses. Despite this
intense competition, the Company's business has remained essentially level.
The Company competes primarily on the basis of its product quality, grade
availability and reliability of supply from a two-plant manufacturing system.
Pricing is a major competitive factor for animal feed and other less specialized
grades of sodium bicarbonate.
The addition of a combined total of 75,000 tons of potassium carbonate
capacity by competitors, has intensified the competitive environment in the
potassium carbonate business, as the new entrants try to gain volume.
Additionally, a growing, worldwide over capacity in video glass production
results in extreme pressure on all raw materials sold to that industry,
including potassium carbonate.
DISTRIBUTION
The Company markets sodium bicarbonate and other chemicals to industrial
and agricultural customers throughout the United States and Canada. Distribution
is accomplished through regional sales offices and manufacturer's
representatives augmented by the sales personnel of independent distributors
throughout the country.
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RAW MATERIALS AND SOURCES OF SUPPLY
The Company manufactures sodium bicarbonate for both of its consumer and
industrial businesses at two of its plants located at Green River, Wyoming and
Old Fort, Ohio.
The production of sodium bicarbonate requires two basic raw materials, soda
ash and carbon dioxide. The primary source of soda ash used by the Company is
the mineral, trona, which is found in abundance in southwestern Wyoming, near
the Company's Green River plant. The Company had acquired a number of leases
allowing it to extract these trona deposits. In January 1999, the Company
announced it agreed to sell most of these leases to Solvay Minerals, Inc. The
Company will retain adequate trona reserves to support the requirements of the
sodium bicarbonate business and may acquire other leases in the future as the
need arises.
The Company is party to a partnership agreement with General Chemical
Corporation, which mines and processes certain trona reserves owned by each of
the two companies in Wyoming. Through the partnership and related supply and
services agreements, the Company obtains a substantial amount of its soda ash
requirements, enabling the Company to achieve some of the economies of an
integrated business capable of producing sodium bicarbonate and related products
from the basic raw material. The Company also has an agreement for the supply of
soda ash from another company.
The partnership agreement and other supply agreements between the Company
and General Chemical terminate upon two years notice by either company. The
Company believes that alternative sources of supply are available.
The Company obtains its supply of the second basic raw material, carbon
dioxide, in Green River and Old Fort, under long-term supply contracts. The
Company believes that its sources of carbon dioxide, and other raw and packaging
materials, are adequate.
The Company presently uses light soda ash in the manufacture of its ARM &
HAMMER Powder Laundry Detergent in its Syracuse, New York plant. Light soda ash
is obtained under a one-year supply agreement which is automatically renewable
on a year to year basis. This agreement terminates upon 90 day's written notice
by either company. At the Syracuse plant and the Green River, Wyoming plant, the
Company also produces laundry detergent powder employing a process utilizing raw
materials readily available from a number of sources. Therefore, the supply of
appropriate raw materials to manufacture this product is adequate. In January
1999, the Company announced it will concentrate all powder laundry detergent
production at Green River. This is expected to be completed by late 1999.
During 1995, a liquid laundry detergent manufacturing line was constructed
in the Company's Syracuse, New York Plant. This line is capable of producing
virtually all of the Company's liquid laundry detergent requirements. The
Company, when necessary, will utilize a contract manufacturer to meet higher
demand. Prior to this, all of the Company's ARM & HAMMER Liquid Laundry
Detergent was contract manufactured. The BRILLO product line and the Company's
Dryer Sheets line are manufactured at the Company's London, Ohio plant, which
was acquired from The Dial Corporation. ARM & HAMMER DENTAL CARE Gum, ARM &
HAMMER Deodorizing Air Freshener, PARSONS(R) and BO-PEEP(R) Ammonia, CAMEO(R)
Metal Polish, RAIN DROPS(R) Water Softener and SNO BOL(R) Cleaners, are contract
manufactured for the Company under various agreements. Alternative sources of
supply are available in case of disruption or termination of the agreements.
The main raw material used in the production of potassium carbonate is
liquid potassium hydroxide. Armand Products obtains its supply of liquid
potassium hydroxide under a long-term supply arrangement.
The ArmaKleen Company's industrial liquid cleaning products are contracted
manufactured.
PATENTS AND TRADEMARKS
The Company's ARM & HAMMER trademark is registered with the United States
Patent and Trademark Office and also with the trademark offices of many foreign
countries. It has been used by the Company since the late 1800's, and is a
valuable asset and important to the successful operation of the Company's
business.
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CUSTOMERS AND ORDER BACKLOG
A group of three consumer products customers accounted for approximately
16% of consolidated net sales in 1998 including a single customer which
accounted for approximately 11%. This group of customers accounted for
approximately 16% of consolidated net sales in 1997 and 14% in 1996.
The time between receipt of orders and shipment is generally short, and as
a result, backlog is not significant.
RESEARCH & DEVELOPMENT
The Company's Research and Development Department is engaged in work on
product development, process technology and basic research. During 1998,
$16,448,000 was spent on research activities as compared to $15,841,000 in 1997
and $17,823,000 in 1996.
ENVIRONMENT
The Company's operations are subject to federal, state and local
regulations governing air emissions, waste and steam discharges, and solid and
hazardous waste management activities. The Company endeavors to take actions
necessary to comply with such regulations. These steps include periodic
environmental audits of each Company facility. The audits, conducted by an
independent engineering concern with expertise in the area of environmental
compliance, include site visits at each location, as well as a review of
documentary information, to determine compliance with such federal, state and
local regulations. The Company believes that its compliance with existing
environmental regulations will not have any material adverse effect with regard
to the Company's capital expenditures, earnings or competitive position. No
material capital expenditures relating to environmental control are presently
anticipated.
EMPLOYEES
At December 31, 1998 , the Company had 1,127 employees. The Company is
party to a labor contract with the United Steelworkers of America covering
approximately one hundred hourly employees at its Syracuse, New York plant which
contract continues until June 30, 2001; and, with the United Industrial Workers
of North America at its London, Ohio plant which contract continues until
October 1, 1999. The Company believes that its relations with both its union and
non-union employees are satisfactory.
CLASSES OF SIMILAR PRODUCTS
The Company's operations constitute two operating segments. The table set
forth below shows the percentage of the Company's net sales contributed by each
group of similar products marketed by the Company during the period from January
1, 1994 through December 31, 1998.
% of Net Sales
------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Consumer Products 82 80 79 78 80
Specialty Products 18 20 21 22 20
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ITEM 2. PROPERTIES.
The Company's executive offices and research and development facilities are
owned by the Company, subject to a New Jersey Industrial Revenue Bond, and are
located on 22 acres of land in Princeton, New Jersey, with approximately 72,000
square feet of office and laboratory space. In addition, the Company leases
space in two buildings adjacent to this facility which contain approximately
90,000 square feet of office space. The Company also leases regional sales
offices in various locations throughout the United States.
At Syracuse, New York the Company owns a 16 acre site and plant which
includes a group of connected buildings containing approximately 270,000 square
feet of floor space. This plant is used primarily for the manufacture and
packaging of laundry detergents and cat litter. As previously mentioned, the
Company announced it will concentrate all powder laundry detergent production at
Green River. This will be completed by late 1999.
The Company's plant in Green River, Wyoming is located on 112 acres of land
owned by the Company. The plant and related facilities contain approximately
273,000 square feet of floor space. The plant was constructed in 1968 and has
since been expanded to a current capacity of 200,000 tons of sodium bicarbonate
per year. This plant also manufactures powder laundry detergent and cat litter.
The Company's plant in Old Fort, Ohio is located on 75 acres of land owned
by the Company. The plant and related facilities contain approximately 208,000
square feet of floor space. The plant was completed in 1980 and has since been
expanded to a capacity of 240,000 tons of sodium bicarbonate per year.
In July 1998, the Company purchased from the Fluid Packaging Co., Inc., a
250,000 square foot manufacturing facility set on approximately 46 acres in
Lakewood, New Jersey. The plant currently manufactures and packages the ARM &
HAMMER Deodorant Anti-Perspirant product line and as noted below will be
manufacturing dentifrice products by late 1999.
The Company owns an operating facility in Greenville, South Carolina, for
the manufacturing and packaging of its dentifrice products in a 117,000 square
foot building. The facility is located on 6 acres of land owned by the Company.
The Company announced in January 1999 it was planning to close the facility and
move the manufacturing and packaging equipment to its Lakewood, New Jersey,
plant.
During 1997, the Company acquired from The Dial Corporation a manufacturing
facility in London, Ohio. This facility contains approximately 141,000 square
feet of floor space and is located on 6 acres of land. The facility manufactures
and packages BRILLO Soap Pads and ARM & HAMMER FRESH & SOFT Dryer Sheets.
In Ontario, Canada, the Company owns a 26,000 square foot distribution
center which is used for the purpose of warehousing and distribution of products
sold into Canada. The principal office of the Canadian subsidiary is located in
leased offices in Toronto.
Brotherton Speciality Products Ltd. owns and operates a 71,000 square foot
manufacturing facility in Wakefield, England on about 7 acres of land.
In December 1998, the Company closed its Venezuela subsidiary, Industrias
Bicarbon De Venezuela S.A., after determining that marketing conditions could no
longer support it.
The Armand Products partnership, in which the Company has a 50% interest,
owns and operates a potassium carbonate manufacturing plant located in Muscle
Shoals, Alabama. This facility contains approximately 53,000 square feet of
space and has a capacity of 103,000 tons of potassium carbonate per year.
The Company believes that its manufacturing, distribution and office
facilities are adequate for the conduct of its business at the present time.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to claims and litigation in the ordinary course of
its business such as product liability claims, employment related matters and
general commercial disputes. The Company does not believe that any pending claim
or litigation will have a material adverse effect on the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security holders
during the last quarter of the year ended December 31, 1998.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is traded on the New York Stock Exchange
(symbol: "CHD"). Refer to Page 18 of the Annual Report which is incorporated
herein by reference. During 1998, there were no sales of unregistered
securities.
ITEM 6. SELECTED FINANCIAL DATA.
Refer to Page 13 of the Annual Report. The portion of the table on page 13
which includes information with respect to the years 1994 through 1998 is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Refer to Financial Review Pages 14-18 of the Annual Report which are
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
(Not applicable)
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Refer to Pages 19-34 of the Annual Report which are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1998.
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ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)1. FINANCIAL STATEMENTS
The following financial statements are incorporated herein by reference to
the Annual Report:
Page of
Annual Report
-------------
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1998 19
Consolidated Balance Sheets as of December 31, 1998 and 1997 20
Consolidated Statements of Cash Flow for each of the three
years in the period ended December 31, 1998 21
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 1998 22
Notes to Financial Statements 23-34
Independent Auditors' Report 34
(a)2. FINANCIAL STATEMENT SCHEDULE
Included in Part IV of this report:
Independent Auditors' Report on Schedule
For each of the three years in the period ended December 31, 1998:
Schedule II - Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.
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(a)3. EXHIBITS
(3) (a) Restated Certificate of Incorporation including
amendments has previously been filed with the Securities
and Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1989, (Commission file no.
1-10585) which is incorporated by reference.
(b) By-Laws have previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1985, (Commission file no.
1-10585) which is incorporated herein by reference.
(4) The Company is party to a Loan Agreement dated May 31, 1991
with the New Jersey Economic Development Authority. The
principal amount of the loan thereunder is less than ten
percent of the Company's consolidated assets. The Company will
furnish a copy of said agreement to the Commission upon
request.
(10) (a) Supply Agreement between Church & Dwight Co., Inc. and
ALCAD Partnership for supply of soda ash. This document is
not attached hereto but has been separately submitted to
the Securities and Exchange Commission which has approved
the Company's application under rule 24b-2 for privileged
and confidential treatment thereof.
COMPENSATION PLANS AND ARRANGEMENTS
(b) Indemnification Agreement for directors, and certain
officers, employees, agents and fiduciaries, which was
approved by stockholders at the Annual Meeting of
Stockholders on May 7, 1987, and was included in the
Company's definitive Proxy Statement dated April 6, 1987,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(c) Stockholder Rights Agreement dated April 27, 1989, between
Church & Dwight Co., Inc. and Chase Bank, formerly
Chemical Bank, formerly Manufacturers Hanover Trust
Company, has been previously filed on April 28, 1989 with
the Securities and Exchange Commission on the Company's
Form 8-K, (Commission file no. 1-10585) which is
incorporated herein by reference.
(d) The Company's 1983 Stock Option Plan, which was approved
by stockholders at the Annual Meeting of Stockholders on
May 5, 1983, and was included in the Company's definitive
Proxy Statement dated April 4, 1983, (Commission file no.
1-10585) which is incorporated herein by reference.
(e) Restricted Stock Plan for Directors which was approved by
stockholders at the Annual Meeting of Stockholders on May
7, 1987, and was included in the Company's definitive
Proxy Statement dated April 6, 1987, (Commission file no.
1-10585) which is incorporated herein by reference.
(f) Church & Dwight Co., Inc. Executive Deferred Compensation
Plan, effective as of June 1, 1997, (Commission file no.
1-10585) which is incorporated herein by reference.
(g) Deferred Compensation Plan for Directors has previously
been filed with the Securities and Exchange Commission on
the Company's Form 10-K for the year ended December 31,
1987, (Commission file no. 1-10585) which is incorporated
herein by reference.
(h) Employment Service Agreement with Senior Management of
Church & Dwight Co., Inc. has previously been filed with
the Securities and Exchange Commission on the Company's
Form 10-K for the year ended December 31, 1990,
(Commission file no. 1-10585) which is incorporated herein
by reference.
9
12
(i) The Stock Option Plan for Directors which was approved by
stockholders in May 1991, authorized the granting of
options to non-employee directors. The full text of the
Church & Dwight Co.,Inc. Stock Option Plan for Directors
was contained in the definitive Proxy Statement filed with
the Commission on April 2, 1991, (Commission file no.
1-10585) which is incorporated herein by reference.
(j) A description of the Company's Incentive Compensation Plan
has previously been filed with the Securities and Exchange
Commission on the Company's Form 10-K for the year ended
December 31, 1992, (Commission file no. 1-10585) which is
incorporated herein by reference.
(k) Church & Dwight Co., Inc. Executive Stock Purchase Plan
has previously been filed with the Securities and Exchange
Commission on the Company's Form 10-K for the year ended
December 31, 1993, (Commission file no. 1-10585) which is
incorporated herein by reference.
(l) The 1994 Incentive Stock Option Plan has previously been
filed with the Securities and Exchange Commission on the
Company's Form 10-K for the year ended December 31, 1994,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(m) The Compensation Plan for Directors, which was approved by
stockholders at the Annual Meeting of Stockholders on May 9,
1996, and was included in the Company's definitive Proxy
Statement filed with the Commission on April 1, 1996,
(Commission file no. 1-10585) which is incorporated herein by
reference.
*(11) Computation of earnings per share.
*(13) 1998 Annual Report to Stockholders. Except for portions of said Annual
Report expressly incorporated by reference herein, said Annual Report
is not deemed "filed herewith."
*(21) List of the Company's subsidiaries.
*(23) Consent of Independent Auditor.
*(27) Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31,1998.
Copies of exhibits will be made available upon request and for a
reasonable charge.
- ---------------------------
*filed herewith
10
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on February 25, 1999.
CHURCH & DWIGHT CO., INC.
By: /s/ Robert A. Davies, III
-------------------------------------
Robert A. Davies, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Robert A. Davies, III President and February 25, 1999
- ------------------------- Chief Executive Officer
Robert A. Davies, III
/s/ Zvi Eiref Vice President Finance and February 25, 1999
- ------------------------- Chief Financial Officer
Zvi Eiref (Principal Financial Officer)
/s/ Gary P. Halker Vice President, Controller and February 25, 1999
- ------------------------- Chief Information Officer
Gary P. Halker (Principal Accounting Officer)
16
14
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Cyril C. Baldwin, Jr Director February 25, 1999
- ------------------------------
Cyril C. Baldwin, Jr
/s/ William R. Becklean Director February 25, 1999
- ------------------------------
William R. Becklean
/s/ Robert H. Beeby Director February 25, 1999
- ------------------------------
Robert H. Beeby
/s/ Robert A. Davies, III Director February 25, 1999
- ------------------------------
Robert A. Davies, III
/s/ Rosina B. Dixon, M.D Director February 25, 1999
- ------------------------------
Rosina B. Dixon, M.D
/s/ J. Richard Leaman, Jr Director February 25, 1999
- ------------------------------
J. Richard Leaman, Jr
/s/ Robert D. LeBlanc Director February 25, 1999
- ------------------------------
Robert D. LeBlanc
/s/ John D. Leggett, III, Ph.D Director February 25, 1999
- ------------------------------
John D. Leggett, III, Ph.D
/s/ John F. Maypole Director February 25, 1999
- ------------------------------
John F. Maypole
/s/ Robert A. McCabe Director February 25, 1999
- ------------------------------
Robert A. McCabe
/s/ Dwight C. Minton Chairman February 25, 1999
- ------------------------------
Dwight C. Minton
/s/ Dean P. Phypers Director February 25, 1999
- ------------------------------
Dean P. Phypers
/s/ John O. Whitney Director February 25, 1999
- ------------------------------
John O. Whitney
17
15
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Princeton, New Jersey
We have audited the consolidated financial statements of Church & Dwight Co.,
Inc. and subsidiaries as of December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, and have issued our report
thereon dated January 27, 1999 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Company changing its method of
accounting for internal-use software development costs as described in Note 1).
Such consolidated financial statements and report are included in your 1998
Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of Church &
Dwight Co., Inc. and subsidiaries, listed in Item 14. This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 27, 1999
11
16
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
1998 1997 1996
------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of year $1,532 $1,478 $1,304
------------------------
Additions:
Charged to expenses and costs 435 200 401
------------------------
Deductions:
Amounts written off 387 145 227
Foreign currency translation adjustments 1 1 --
------------------------
388 146 227
------------------------
BALANCE AT END OF YEAR $1,579 $1,532 $1,478
------------------------
12
17
EXHIBIT INDEX
-------------
(3) (a) Restated Certificate of Incorporation including
amendments has previously been filed with the Securities
and Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1989, (Commission file no.
1-10585) which is incorporated by reference.
(b) By-Laws have previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for the
year ended December 31, 1985, (Commission file no.
1-10585) which is incorporated herein by reference.
(4) The Company is party to a Loan Agreement dated May 31, 1991
with the New Jersey Economic Development Authority. The
principal amount of the loan thereunder is less than ten
percent of the Company's consolidated assets. The Company will
furnish a copy of said agreement to the Commission upon
request.
(10) (a) Supply Agreement between Church & Dwight Co., Inc. and
ALCAD Partnership for supply of soda ash. This document is
not attached hereto but has been separately submitted to
the Securities and Exchange Commission which has approved
the Company's application under rule 24b-2 for privileged
and confidential treatment thereof.
COMPENSATION PLANS AND ARRANGEMENTS
(b) Indemnification Agreement for directors, and certain
officers, employees, agents and fiduciaries, which was
approved by stockholders at the Annual Meeting of
Stockholders on May 7, 1987, and was included in the
Company's definitive Proxy Statement dated April 6, 1987,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(c) Stockholder Rights Agreement dated April 27, 1989, between
Church & Dwight Co., Inc. and Chase Bank, formerly
Chemical Bank, formerly Manufacturers Hanover Trust
Company, has been previously filed on April 28, 1989 with
the Securities and Exchange Commission on the Company's
Form 8-K, (Commission file no. 1-10585) which is
incorporated herein by reference.
(d) The Company's 1983 Stock Option Plan, which was approved
by stockholders at the Annual Meeting of Stockholders on
May 5, 1983, and was included in the Company's definitive
Proxy Statement dated April 4, 1983, (Commission file no.
1-10585) which is incorporated herein by reference.
(e) Restricted Stock Plan for Directors which was approved by
stockholders at the Annual Meeting of Stockholders on May
7, 1987, and was included in the Company's definitive
Proxy Statement dated April 6, 1987, (Commission file no.
1-10585) which is incorporated herein by reference.
(f) Church & Dwight Co., Inc. Executive Deferred Compensation
Plan, effective as of June 1, 1997, (Commission file no.
1-10585) which is incorporated herein by reference.
(g) Deferred Compensation Plan for Directors has previously
been filed with the Securities and Exchange Commission on
the Company's Form 10-K for the year ended December 31,
1987, (Commission file no. 1-10585) which is incorporated
herein by reference.
(h) Employment Service Agreement with Senior Management of
Church & Dwight Co., Inc. has previously been filed with
the Securities and Exchange Commission on the Company's
Form 10-K for the year ended December 31, 1990,
(Commission file no. 1-10585) which is incorporated herein
by reference.
18
EXHIBIT INDEX (CONTINUED)
-------------------------
(i) The Stock Option Plan for Directors which was approved by
stockholders in May 1991, authorized the granting of
options to non-employee directors. The full text of the
Church & Dwight Co.,Inc. Stock Option Plan for Directors
was contained in the definitive Proxy Statement filed with
the Commission on April 2, 1991, (Commission file no.
1-10585) which is incorporated herein by reference.
(j) A description of the Company's Incentive Compensation Plan
has previously been filed with the Securities and Exchange
Commission on the Company's Form 10-K for the year ended
December 31, 1992, (Commission file no. 1-10585) which is
incorporated herein by reference.
(k) Church & Dwight Co., Inc. Executive Stock Purchase Plan
has previously been filed with the Securities and Exchange
Commission on the Company's Form 10-K for the year ended
December 31, 1993, (Commission file no. 1-10585) which is
incorporated herein by reference.
(l) The 1994 Incentive Stock Option Plan has previously been
filed with the Securities and Exchange Commission on the
Company's Form 10-K for the year ended December 31, 1994,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(m) The Compensation Plan for Directors, which was approved by
stockholders at the Annual Meeting of Stockholders on May 9,
1996, and was included in the Company's definitive Proxy
Statement filed with the Commission on April 1, 1996,
(Commission file no. 1-10585) which is incorporated herein by
reference.
*(11) Computation of earnings per share.
*(13) 1998 Annual Report to Stockholders. Except for portions of said Annual
Report expressly incorporated by reference herein, said Annual Report
is not deemed "filed herewith."
*(21) List of the Company's subsidiaries.
*(23) Consent of Independent Auditor.
*(27) Financial Data Schedule.
- ---------------------------
*filed herewith