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Agreement
Agreement (44K)
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AGREEMENT
This Agreement dated March 11, 2002 ("Agreement") is by and between BASF
Aktiengesellschaft ("Seller") and Abbott Laboratories ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser and Seller are parties to that certain Purchase
Agreement dated as of December 14, 2000 (Number 194 of the Roll of Deeds for
2000 for Dr. Norbert Meister, notar, at Frankfurt am Main), as amended by the
Amendment dated as of March 2, 2001 (Number 226 of the Roll of Deeds for 2001
of Dr. Gerhard Pilger, notar, at Frankfurt am Main); the Second Amendment
dated as of May 18, 2001 (Number 56 of the Roll of Deeds for 2001 of Dr.
Norbert Meister, notar, at Frankfurt am Main), and the Agreement and Third
Amendment to the Purchase Agreement dated July 24, 2001 (Number 741 of the
Roll of Deeds for 2001 of Dr. Gerhard Pilger, notar, at Frankfurt am Main),
pursuant to which Purchaser acquired the Shares and Transferred Patents
(collectively, the "Purchase Agreement"); and
WHEREAS, the Parties have taken different positions as to the Pension
Indemnification Amount to be determined according to Section 21.4 of the
Purchase Agreement, Seller claiming a Seller Pension Indemnification Amount
of 39,747,609 Euro, Purchaser claiming a Purchaser Pension Indemnification
Amount of 26,252,000 Euro ("Pension Matters").
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to IT Disentanglement
Costs of USD 25,000,000 as specified in Exhibit 1 which was attached to the
e-mail of January 14, 2002 ("IT Matters")
{Page}
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to unanticipated
clinical study costs for sibutramine as specified in Exhibit 2 which was
attached to the e-mail of January 14, 2002 ("Sibutramine Matter").
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to revised terms of
the protium contract with BYK Gulden of USD 30,600,000 as specified in
Exhibit 3 which was attached to the e-mail of January 14, 2002 ("Protium
Matter").
WHEREAS, the Parties have agreed to amicably settle the Pension Matter,
the IT Matter, the Sibutramine Matter and the Protium Matter.
NOW, THEREFORE, in full and final settlement of the Pension Matter, the
IT Matter, the Sibutramine Matter and the Protium Matter the Parties agree as
follows:
1. PENSION MATTER.
1.1 The Parties agree that the Purchaser Pension Indemnification Amount and
the Seller Pension Indemnification Amount, as the case may be, is zero (0).
1.2 Seller shall take the actions described in Exhibit 4.
2. PROTIUM MATTER
The Parties have agreed to revise Section 15.1(I)(d) of the Purchase
Agreement by deleting the clause beginning with "provided that" through
the end of such Section and substituting therefore the following:
The Parties acknowledge that Purchaser and certain of its Affiliates
have entered into a new Distribution Agreement dated December 20, 2001
with Byk Gulden (the "Byk Gulden Agreement") under financial terms and
conditions which are less favorable to Purchaser than those in the
Development and Distribution Agreement dated May 1, 1996 between Knoll,
Ltd. and Byk Gulden. In satisfaction of Seller's obligations under this
Section 15.1(I)(d), commencing on December 1, 2001 and continuing
thereafter through the term of the Byk Gulden Agreement, Seller shall pay
to Purchaser 28% of the Purchaser's net sales (the "Promotional Fee") of
Protium in the United Kingdom, Ireland, Italy and Pakistan.
{Page}
Such payments shall be made for each Fiscal Quarter. As used herein, a
"Fiscal Quarter" shall be a consecutive three-month period commencing on
December 1st, March 1st, June 1st and September 1st. Purchaser shall within
15 business days of each calendar quarter provide an accounting of its net
sales of Protium to Seller and the amount of the Promotional Fee. Seller
shall pay the Promotional Fee to Purchaser within thirty days after receipt
by Seller of the statement from Purchaser that sets forth the amount of the
Promotional Fee. Seller shall be entitled annually, at Seller's expense, to
audit the calculation of the Promotional Fee. The Promotional Fee shall be
limited to an aggregate amount that, calculated from the date hereof, has a
net present value of US$30,600,000, with such net present value being
calculated with an assumed discount rate of 12.5% (the "NPV Cap"). At such
time as the amount of the Promotional Fee made by Seller to Purchaser
equals the NPV Cap, Seller shall have no further liability to Purchaser
under this Subsection 15.1(I). Attached as Exhibit 3a is an example of the
calculation of the Promotional Fee and the application of the NPV Cap.
3. EBEWE INSURANCE CLAIM.
3.1 Section 24.19 of the Purchase Agreement is deleted in its entirety.
3.2 Seller shall, at the direction of Purchaser, continue to prosecute,
bearing its own expenses, the EBEWE insurance claims. Seller shall use its
best efforts to settle the EBEWE insurance claims as soon as possible, any
settlement being subject to Purchaser's approval. Should the proceeds or
recovery from the EBEWE insurance claims be paid to Seller, Seller shall
pay such proceeds or recovery to Purchaser or as designated by Purchaser,
provided, that in this case Purchaser holds Seller harmless and indemnifies
Seller for any claims by EBEWE based on such payment.
4. SAMe INVENTORY. Seller hereby waves any claims against Purchaser for
SAMe products delivered to Purchaser on an "as is" basis (former Knoll
Bioresearch
{Page}
SPA, San Antonino, Switzerland) and hereby assigns any claims it may
have with regard to the quality of such delivery to Purchaser.
5. ALLOCATION.
Within sixty (60) days after the execution of this Agreement,
Purchaser will propose an allocation of the adjustment to the Aggregate
Purchase Price based upon the adjustments agreed to by the parties in
the Third Amendment to the Purchase Agreement and in this Agreement.
The parties will agree to a revised Exhibit 8.1 within sixty (60) days
thereafter.
6. RESERVATION OF RIGHTS.
Except with regard to the matters expressly dealt with in this
Agreement, nothing in this Agreement shall be deemed to be a waiver
by either Party of any right that such Party may have under and in
accordance with the terms of the Purchase Agreement as amended hereby,
or an agreement to forbear from exercising any right or remedy with
respect to any provision in the Purchase Agreement including
Sections 15 and 18. Purchaser specifically reserves its rights and
remedies under the Purchase Agreement, the documents delivered in
connection therewith and applicable law.
7. NOTICES.
All notices, statements and other communications to be given with
respect to this Agreement shall be in the English language and sent by
registered mail, by facsimile transmission or by messenger to the
parties at the following addresses or at such other addresses as shall
be specified by the parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Fax: 49-621-60-20410
{Page}
If to Purchaser: Abbott Laboratories
D-364, Bldg. AP6D
100 Abbott Park Road
Abbott Park, IL 60064-6020
Fax: 847-938-6277
Attn: General Counsel
8. ENTIRE AGREEMENT; WRITTEN FORM.
(a) Except with regard to the matters expressly dealt with in this
Agreement, the Purchase Agreement shall remain in full force
and effect and, together with this Agreement and the
Disclosure Letter, shall constitute the entire agreement of
the Parties with respect to the subject thereof and hereof and
supercede all other prior agreements and undertakings both
written and oral among the Parties with respect to the subject
matter thereof and hereof. In the event of any translation of
this Agreement, the English version shall govern.
(b) Any changes in this Agreement, including, but not limited to,
this clause shall only be valid if made in writing and
executed by both Seller and Purchaser or, if necessary, in a
stricter form.
9. ASSIGNMENT. Neither Seller nor Purchaser may assign any rights or
obligations under this Agreement to any third party without the consent
of the respective other Party.
10. GOVERNMENT LAW; JURISDICTION.
(a) This Agreement shall be governed by and construed in
371327
|
BASF
As referenced in this Agreement:
BASF
– TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}a2075593zex-2_1.txt
{DESCRIPTION}FOURTH AMENDMENT OF PURCHASE AGREEMENT
{TEXT}
{Page}
AGREEMENT
This Agreement dated March 11, 2002 ("Agreement") is by and between BASF
Aktiengesellschaft ("Seller") and Abbott Laboratories ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser and Seller are parties to that certain Purchase
Agreement dated as of December 14, 2000 (Number 194 of the Roll
_____________
BASF – registered mail, by facsimile transmission or by messenger to the
parties at the following addresses or at such other addresses as shall
be specified by the parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Fax: 49-621-60-20410
{Page}
If to Purchaser: Abbott Laboratories
D-364, Bldg. AP6D
100 Abbott Park Road
Abbott Park, IL 60064-
_____________
BASF- – page by page:
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[SEAL OF DR. GERHARD PILGER NOTAR IN FRANKFURT AM MAIN]
{Page}
EXHIBIT 1
IT DISENTANGLEMENT
JANUARY 2002
{Page}
DISENTANGLEMENT COST
- During the integration of BASF- Pharma, Abbott incurred unanticipated
costs for the extrication from the BASF supported IT environment.
- Costs incurred based on decisions supporting Abbott's business
requirements were not included in the disentanglement
_____________
BASF – NOTAR IN FRANKFURT AM MAIN]
{Page}
EXHIBIT 1
IT DISENTANGLEMENT
JANUARY 2002
{Page}
DISENTANGLEMENT COST
- During the integration of BASF-Pharma, Abbott incurred unanticipated
costs for the extrication from the BASF supported IT environment.
- Costs incurred based on decisions supporting Abbott's business
requirements were not included in the disentanglement costs
summarized on pages 16-20.
2
{Page}
DUE DILIGENCE CONCLUSIONS
-
_____________
BASF – based on decisions supporting Abbott's business
requirements were not included in the disentanglement costs
summarized on pages 16-20.
2
{Page}
DUE DILIGENCE CONCLUSIONS
- During the due diligence process, BASF provided documents leading
to the following seven conclusions:
1. BASF-Pharma "operates largely as an independent company"
consisting of a "fully separated IT System" and operated on a
"near stand-
_____________
dt 1364133
;
Abbott Labs
As referenced in this Agreement:
Abbott Laboratories – SEQUENCE}3
{FILENAME}a2075593zex-2_1.txt
{DESCRIPTION}FOURTH AMENDMENT OF PURCHASE AGREEMENT
{TEXT}
{Page}
AGREEMENT
This Agreement dated March 11, 2002 ("Agreement") is by and between BASF
Aktiengesellschaft ("Seller") and Abbott Laboratories ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser and Seller are parties to that certain Purchase
Agreement dated as of December 14, 2000 (Number 194 of the Roll of Deeds for
2000 for
_____________
Abbott Laboratories
– such other addresses as shall
be specified by the parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Fax: 49-621-60-20410
{Page}
If to Purchaser: Abbott Laboratories
D-364, Bldg. AP6D
100 Abbott Park Road
Abbott Park, IL 60064-6020
Fax: 847-938-6277
Attn: General Counsel
8. ENTIRE AGREEMENT; WRITTEN FORM.
(a) Except with regard
_____________
ABBOTT LABORATORIES
– for this study.
- The above clinical cost estimate reflects external costs only. We are
in the process of preparing internal cost estimates for this clinical
study.
{Page}
Exhibit 3
Confidential
ABBOTT LABORATORIES
TOTAL WORLDWIDE PROTIUM -- NPV IMPACT PER THE BASF CONTRACT
($MM)
{Table}
{Caption}
Last 9 Mo
2001 2002 2003 2004 2005 2006
--------- ---- ---- ---- ---- ----
{S} {C} {C} {C} {C} {C} {C}
TOTAL
_____________
Abbott Laboratories
– POWER OF ATTORNEY
I, the undersigned
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
hereby grant a substitute power of attorney on behalf of
Abbott Laboratories
Abbott Park, Illinois, USA
-hereinafter referred to as the "Company"-
to
Ansgar C. Rempp
Jens U. Boeck
and Ercan Acikel
each with business address at
Jones, Day, Reavis & Pogue
_____________
Abbott Laboratories
– July, 2001 "OFFICIAL SEAL"
SONIA ARCHER
/s/ Sonia Archer Notary Public, State of Illinois
------------------------------------- My Commission Expires 08/26/03
Notary Public ----------------------------------
{Page}
POWER OF ATTORNEY
We, the undersigned company
Abbott Laboratories
Abbott Park, Illinois, USA
hereinafter referred to as the "Company"
hereby grant powers of attorney to
James L. Tyree
with business address at
Abbott Laboratories
Abbott Park, Illinois, USA
_____________
dt 1333875
;
Abbott Labs
As referenced in this Agreement:
Abbott Laboratories – SEQUENCE}3
{FILENAME}a2075593zex-2_1.txt
{DESCRIPTION}FOURTH AMENDMENT OF PURCHASE AGREEMENT
{TEXT}
{Page}
AGREEMENT
This Agreement dated March 11, 2002 ("Agreement") is by and between BASF
Aktiengesellschaft ("Seller") and Abbott Laboratories ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser and Seller are parties to that certain Purchase
Agreement dated as of December 14, 2000 (Number 194 of the Roll of Deeds for
2000 for
_____________
Abbott Laboratories
– such other addresses as shall
be specified by the parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Fax: 49-621-60-20410
{Page}
If to Purchaser: Abbott Laboratories
D-364, Bldg. AP6D
100 Abbott Park Road
Abbott Park, IL 60064-6020
Fax: 847-938-6277
Attn: General Counsel
8. ENTIRE AGREEMENT; WRITTEN FORM.
(a) Except with regard
_____________
ABBOTT LABORATORIES
– for this study.
- The above clinical cost estimate reflects external costs only. We are
in the process of preparing internal cost estimates for this clinical
study.
{Page}
Exhibit 3
Confidential
ABBOTT LABORATORIES
TOTAL WORLDWIDE PROTIUM -- NPV IMPACT PER THE BASF CONTRACT
($MM)
{Table}
{Caption}
Last 9 Mo
2001 2002 2003 2004 2005 2006
--------- ---- ---- ---- ---- ----
{S} {C} {C} {C} {C} {C} {C}
TOTAL
_____________
Abbott Laboratories
– POWER OF ATTORNEY
I, the undersigned
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
hereby grant a substitute power of attorney on behalf of
Abbott Laboratories
Abbott Park, Illinois, USA
-hereinafter referred to as the "Company"-
to
Ansgar C. Rempp
Jens U. Boeck
and Ercan Acikel
each with business address at
Jones, Day, Reavis & Pogue
_____________
Abbott Laboratories
– July, 2001 "OFFICIAL SEAL"
SONIA ARCHER
/s/ Sonia Archer Notary Public, State of Illinois
------------------------------------- My Commission Expires 08/26/03
Notary Public ----------------------------------
{Page}
POWER OF ATTORNEY
We, the undersigned company
Abbott Laboratories
Abbott Park, Illinois, USA
hereinafter referred to as the "Company"
hereby grant powers of attorney to
James L. Tyree
with business address at
Abbott Laboratories
Abbott Park, Illinois, USA
_____________
dt 1380973
;
|
TOTAL
As referenced in this Agreement:
Total
-----
{S – dependence on
BASF. These investments were unexpected, given BASF's provided
documentation. These costs are summarized on pages 16-20.
15
{Page}
ESTIMATED DISENTANGLEMENT
COSTS BY GEOGRAPHY ($000)
{Table}
{Caption}
Total
-----
{S } {C}
US application disentanglement 6,222
US infrastructure 6,257
Total US 12,479
Ex-US application 3,647
Ex-US infrastructure 8,877
Total Ex-US 12,524
_____________
Total
---- -----
{S – infrastructure 8,877
Total Ex-US 12,524
Grand Total 25,003*
{/Table}
* Proposed amount to be reimbursed by BASF.
16
{Page}
US APPLICATION
DISENTANGLEMENT COSTS ($000)
{Table}
{Caption}
Item Total
---- -----
{S } {C}
Order processing and EDI 341
HR and Financial systems 872
CAT extraction from Mount Olive 4,486
R & D server relocation 400
Transfer SPRINT data to US 100
_____________
Total
---- -----
{S – 486
R & D server relocation 400
Transfer SPRINT data to US 100
Disentanglement travel expenses 23
Total 6,222
{/Table}
17
{Page}
US INFRASTRUCTURE
DISENTANGLEMENT COSTS ($000)
{Table}
{Caption}
Item Total
---- -----
{S } {C}
Wide area network 172
(routers, switches, phone systems, firewalls)
Disentangle from BASF Novell security 2,991
(including Notes disentanglement)
Oracle and MDL licenses 2,429
(difference between Abbott
_____________
Total
---- -----
{S – 429
(difference between Abbott and BASF licenses)
Desktop migration 665
(transition from BASF owned lease)
Total 6,257
{/Table}
18
{Page}
EX-US APPLICATION
DISENTANGLEMENT COSTS ($000)
{Table}
{Caption}
Item Total
---- -----
{S } {C}
Ludwigshafen data center 3,408
MSS sales system 54
Netherlands migration from MUCCS 44
Spain H/R disentanglement 51
Italy AS/400 90
Total 3,647
{/Table}
19
{
_____________
Total
---- -----
{S – 54
Netherlands migration from MUCCS 44
Spain H/R disentanglement 51
Italy AS/400 90
Total 3,647
{/Table}
19
{Page}
EX-US INFRASTRUCTURE
DISENTANGLEMENT COSTS ($000)
{Table}
{Caption}
Item Total
---- -----
{S } {C}
Wide area network 2,422
(routers, switches, phone systems, firewalls)
Disentangle from BASF Novell security 6,329
(including Notes disentanglement)
Oracle licenses 126
(difference between Abbott and BASF
_____________
dt 1394438
;
 Jones Day
As referenced in this Agreement:
Jones, Day, Reavis & Pogue – the Knoll employees during the participation period in
Seller's Group Pension Arrangement.
2
{Page}
BEGLAUBIGTE ABSCHRIFT
POWER OF ATTORNEY
I, the undersigned
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
hereby grant a substitute power of attorney on behalf of
Abbott Laboratories
Abbott Park, Illinois, USA
-hereinafter referred to as the "Company"-
to
Ansgar C. Rempp
_____________
Jones, Day, Reavis & Pogue – on behalf of
Abbott Laboratories
Abbott Park, Illinois, USA
-hereinafter referred to as the "Company"-
to
Ansgar C. Rempp
Jens U. Boeck
and Ercan Acikel
each with business address at
Jones, Day, Reavis & Pogue
Frankfurt, Germany
according to the power of attorney dated February 23, 2001 granted to me by
the Company (the "Original Power of Attorney"), a copy of which is attached
_____________
Jones, Day, Reavis & Pogue – business address at
Abbott Laboratories
Abbott Park, Illinois, USA
Brian J. Smith
with business address at
Abbott Laboratories
Abbott Park, Illinois, USA
Charles N. Bensinger III
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
and
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
to individually represent the Company in connection with the transactions
contemplated
_____________
Jones, Day, Reavis & Pogue – at
Abbott Laboratories
Abbott Park, Illinois, USA
Charles N. Bensinger III
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
and
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
to individually represent the Company in connection with the transactions
contemplated by the purchase agreement dated as of December 14, 2000 (the
"Purchase Agreement") between BASF
_____________
dt 1381933
|
| Preview
Full Doc
| 2006 |
Analyst Conference Call Script
Analyst Conference Call Script (20K)
Doc #1920540: Click preview link for longer preview.
1st Quarter 2006 Analyst Conference Call
May 4, 2006, 8.30 a.m. (CEST)
Mannheim
Analyst Conference Call Script
Dr. Kurt Bock
Analyst Conference Call Script, May 4, 2006
2
Ladies and Gentlemen,
Welcome to today?s conference call on our first quarter 2006 results.
[?Income Statement Highlights I?]
At 12.5 billion euros, first-quarter sales were 24% higher than in the same period of 2005. EBIT before special items . . .
1920540
|
BASF
As referenced in this Analyst Conference Call Script:
BASF. – we expect to post significantly higher sales and higher EBIT before special items compared with the previous years strong level, which as you all know was a record year for BASF.
As we have stated in the past, we are focused on investing in organic growth, shaping our business through acquisitions and remaining committed to our
Analyst Conference Call Script,
_____________
BASF – cash position gives us the flexibility to pursue this strategy.
Let me conclude with some comments on a number of current projects designed to further strengthen our business and position BASF for profitable growth in the future.
[Investment Project: Yuzhno Russkoye]
Yuzhno Russkoye
On April 27, 2006 BASF and Gazprom signed an agreement to extend their successful partnership along the entire
_____________
BASF – a number of current projects designed to further strengthen our business and position BASF for profitable growth in the future.
[Investment Project: Yuzhno Russkoye]
Yuzhno Russkoye
On April 27, 2006 BASF and Gazprom signed an agreement to extend their successful partnership along the entire value chain. The partnership entails natural gas exploration and production in Russia, long-distance transportation and storage
_____________
BASF – in a Wintershall subsidiary with interests in exploration and production in Libya. With respect to marketing the gas, WINGAS will focus on marketing and selling gas in Germany. Gazprom and BASF will participate with a share of 50% each in a company which will be responsible for expanding gas marketing activities in Europe, outside of Germany.
Let me now give you
_____________
BASF – outside of Germany.
Let me now give you an update on our acquisition projects Degussa Construction Chemicals, Johnson Polymer and Engelhard.
[Acquisition Project: Degussa]
As we announced on February 28, BASF reached an agreement with Degussa to acquire Degussas construction chemicals business. This is an attractive
Analyst Conference Call Script, May 4, 2006
10
business for us, allowing forward integration into
_____________
dt 1647737
;
| |
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| 2006 |
Annual Information Form
Annual Information Form (162K)
Doc #1072066: Click preview link for longer preview.
Exhibit 99.1
March 1, 2006
NOVA Chemicals Corporation
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
Page
TRADEMARKS
2
FORWARD-LOOKING
INFORMATION
3
THE CORPORATION
4
HISTORICAL DEVELOPMENT
4
ANTICIPATED DEVELOPMENTS IN 2006
7
SUBSIDIARIES OF NOVA CHEMICALS
7
BUSINESS
8
General
. . .
1072066
|
BASF
As referenced in this Annual Information Form:
BASF – expansion and modernization project at this
facility that resulted in approximately 450 mmlbs per year of additional
production capacity. Approximately 220 mmlbs per year of this capacity
is committed to BASF Corporation as part of a capacity reservation
arrangement made to partly finance the modernization project.
(3)
This represents an equity
position in the Lyondell Channelview, Texas facility and the long-
_____________
BASF – geographically
dislocated, the Corporation may use a series of swap
arrangements with other producers to position the styrene monomer where
NOVA Chemicals needs it.
In
August 2002, NOVA Chemicals and BASF Corporation signed a long-term
styrene monomer supply contract. This contract gives both producers secure
supply of styrene monomer to their downstream businesses at producer economics
in both North America
_____________
dt 1708189
;
Du Pont
As referenced in this Annual Information Form:
E.I. du Pont de Nemours – or its
predecessor
Principal Occupation
During the Preceding Five Years(1)
JERALD ALLEN
BLUMBERG(2)(3)(4)
Colorado, U.S.A.
Since February 15,
2000
Retired Executive Vice
President of E.I. du Pont de Nemours and Company (science company)
DR. FRANK PETER
BOER(3)(5)
Florida, U.S.A.
Since February 21,
1991
President and Chief
Executive Officer, Tiger Scientific Inc. (science and technology, consulting
_____________
dt 1703520
;
|
Harvard
As referenced in this Annual Information Form:
Harvard University – the University of Manitoba with a B.A., was a member of the
Institute of Chartered Accountants of Manitoba from 1962-2000, and earned his
M.B.A. from the Harvard University Graduate School of Business Administration. Mr. Ludwick
is the retired President, Chief Executive Officer and Deputy Chairman of
Claridge Inc. Mrs. Rennie graduated with distinction from the
University of
_____________
dt 1702939
|
| Preview
Full Doc
| 2007 |
Annual Information Form
Annual Information Form (175K)
Doc #2748197: Click preview link for longer preview.
March 1, 2007
NOVA Chemicals Corporation
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
Page
TRADEMARKS
2
FORWARD-LOOKING INFORMATION
3
THE CORPORATION
4
HISTORICAL DEVELOPMENT
4
NOVA Chemicals Corporation
4
Development of NOVA Chemicals' Plastics and Chemical Businesses
5
. . .
2748197
|
BASF
As referenced in this Annual Information Form:
BASF – expansion and modernization project at this facility that resulted in approximately 450 mmlbs per year of additional production capacity. Approximately 220 mmlbs per year of this capacity is committed to BASF Corporation as part of a capacity reservation arrangement made to partly finance the modernization project.
(2)
NOVA Chemicals owns 50% of NOVA Innovene.
(3)
The Wingles, France facility is not
_____________
BASF – production. Where styrene monomer is geographically dislocated, the Corporation may use a series of swap arrangements with other producers to position styrene monomer where STYRENIX needs it. NOVA Chemicals and BASF Corporation are parties to a medium-term styrene monomer swap arrangement. This contract gives both producers secure supply of styrene monomer to their downstream businesses at producer economics in both
_____________
BASF – project at its Bayport styrene monomer facility that resulted in approximately 450 mmlbs per year of additional production capacity. Approximately 220 mmlbs per year of this capacity is committed to BASF Corporation as part of a capacity reservation arrangement made to partly finance the modernization project.
North American Solid Polystyrene
STYRENIX has a total of three SPS manufacturing facilities in North
_____________
dt 1708193
;
Du Pont
As referenced in this Annual Information Form:
E.I. du Pont de Nemours – or its predecessor
Principal Occupation
During the Preceding Five Years(1)
JERALD ALLEN BLUMBERG(2)(3)(4)
Colorado, U.S.A.
Since February 15, 2000
Retired Executive Vice President of E.I. du Pont de Nemours and Company (science company)
DR. FRANK PETER BOER(3)(5)
Florida, U.S.A.
Since February 21, 1991
President and Chief Executive Officer, Tiger Scientific Inc. (science and technology, consulting
_____________
dt 1703529
;
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Harvard
As referenced in this Annual Information Form:
Harvard University – the University of Manitoba with a B.A., was a member of the Institute of Chartered Accountants of Manitoba from 1962-2000, and earned his M.B.A. from the Harvard University Graduate School of Business Administration. Mr. Ludwick is the retired President, Chief Executive Officer and Deputy Chairman of Claridge Inc.
The Board of Directors approves, on the recommendation of
_____________
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| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (1,138K)
Doc #2367890: Click preview link for longer preview.
Fifth Third Funds Annual Report
July 31, 2002
[LOGO]
STOCK AND BOND MUTUAL FUNDS
Annual Report to Shareholders
July 31, 2002
NOTICE OF DELIVERY OF PROSPECTUSES,
SEMI-ANNUAL REPORTS AND ANNUAL REPORTS
In order to reduce expenses of the Fifth Third Funds incurred in connection
with the mailing of prospectuses, . . .
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BASF
As referenced in this Annual Report to Shareholders:
BASF – 19,904 Total Fina 2,879
6,110 Unibail Union Credit 383
12,898 Vivendi Universal 206
-------------------------------- --------
Total 12,553
-------------------------------- --------
Germany - 4.1%
--------------------------------
2,289 Allianz AG 338
13,367 BASF AG 515
17,017 Bayer AG 424
6,327 Bayerische Vereinsbank AG 128
5,050 Beiersdorf AG 530
8,183 Deutsche Bank AG 479
4,100 Deutsche Lufthansa AG (b)
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BASF – 64,793 Vivendi Universal 1,033
---------------------------- --------
Total 32,674
---------------------------- --------
Germany - 11.4%
----------------------------
3,400 Adidas AG 262
15,886 Allianz AG 2,344
7,100 Altana AG 352
55,380 BASF AG 2,134
60,240 Bayer AG 1,500
30,653 Bayerische Vereinsbank AG 622
2,560 Beiersdorf AG 269
9,570 Continental AG 166
78,087 DaimlerChrysler AG 3,
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3Com
As referenced in this Annual Report to Shareholders:
3Com Corp. – of Portfolio Investments (continued)
July 31, 2002
(Amounts in thousands except share amounts)
--------------------------------------------------------------------------------
{TABLE}
{CAPTION}
Shares or
Principal Security
Amount Description Value
--------- ------------------------------------- -------
{C} {S} {C}
Telecommunications - 5.2%
-------------------------------------
327,000 3Com Corp. (b) $ 1,475
200,000 AT&T Corp. 2,035
276,800 Crown Castle International (b) 637
350,000 JDS Uniphase Corp. (b) 886
35,000 Verizon Communications, Inc.
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Acxiom
As referenced in this Annual Report to Shareholders:
Acxiom Corp. – Republic Bancorp., Inc. 2,694
112,500 Texas Regional Bancshares, Inc. 3,712
------------------------------------ --------
Total 12,273
------------------------------------ --------
Business Equipment & Services - 7.5%
------------------------------------
150,000 ABM Industries, Inc. 2,475
100,000 Acxiom Corp. (b) 1,586
75,000 Administaff, Inc. (b) 563
75,000 Advo, Inc. (b) 2,582
100,000 Catalina Marketing Corp. (b) 2,874
125,000 Copart, Inc. (b)
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AES
As referenced in this Annual Report to Shareholders:
AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The
poorest performers during the period were Qwest Communications International,
Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/
Q. What is your outlook for large-company stocks going forward?
A. The U.S. economy should improve going forward; however, the recovery depends
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AES Corp. – 275
55,405 Southwest Airlines Co. 765
18,100 Union Pacific Corp. 1,062
80,300 United Parcel Service, Inc. 5,247
---------------------------------------- -------
Total 10,721
---------------------------------------- -------
Utilities - 2.7%
----------------------------------------
42,600 AES Corp. (b) 87
9,000 Allegheny Energy, Inc. 189
10,400 Ameren Corp. 454
24,360 American Electric Power Company, Inc. 802
29,700 Calpine Corp. (b) 148
10,200
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Affiliated
As referenced in this Annual Report to Shareholders:
Affiliated
Computer Services, Inc. – What stocks helped boost returns?
A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net
assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated
Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/
Q. What is your outlook for the stock market, and how will you position the Fund
in that environment?
A.
_____________
Affiliated Computer Services,
Inc. – from their low valuations.
Q. What were the Fund's top five holdings at the end of the period?
A. The top five holdings as of July 31, 2002 were Affiliated Computer Services,
Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare
Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc.
(3.87%)./++/
------------
/++/ The
_____________
Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317
160,000 North Fork Bancorp. 6,498
215,000 SouthTrust Corp. 5,427
---------------------------------------- -------
Total 31,845
---------------------------------------- -------
Business Equipment & Services - 0.8%
----------------------------------------
40,000 Affiliated Computer Services, Inc. (b) 1,879
---------------------------------------- -------
Business Services - 4.1%
----------------------------------------
63,000 Cintas Corp. 2,765
192,000 Fastenal Co. (b) 7,309
---------------------------------------- -------
Total 10,074
---------------------------------------- -------
Computer Software & Services - 8.3%
----------------------------------------
355,
_____________
Affiliated Computer Services, Inc. – amounts)
--------------------------------------------------------------------------------
{TABLE}
{CAPTION}
Security
Shares Description Value
------ -------------------------------------- ------
{C} {S} {C}
Common Stocks - 100.1%
Banking - 1.3%
--------------------------------------
7,014 Wells Fargo Co. $ 357
-------------------------------------- ------
Business Equipment & Services - 6.3%
--------------------------------------
29,100 Affiliated Computer Services, Inc. (b) 1,367
16,300 Concord EFS, Inc. (b) 318
-------------------------------------- ------
Total 1,685
-------------------------------------- ------
Chemicals - 0.6%
--------------------------------------
3,165 Praxair, Inc. 166
-------------------------------------- ------
Computer Software & Services - 6.3%
--------------------------------------
14,775 Fiserv,
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Conference Call
Conference Call (53K)
Doc #224286: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}l03728aexv99w1.txt
{DESCRIPTION}EX-99.1 EARNINGS CALL TRANSCRIPT
{TEXT}
{PAGE}
Exhibit 99.1
LUBRIZOL CORPORATION
October 21, 2003
12:00 p.m. CDT
Moderator Ladies and gentlemen, thank you for standing by. Welcome to
Third Quarter Earnings Conference. At this time all
participant lines are in a listen-only mode. Later there will
be an opportunity for questions and instructions will be given
at that time. As a reminder the call is being recorded. I
would now like to turn the call over to Vice President for
Investor Relations, Joanne Wanstreet. Please go ahead.
J.Wanstreet Thank you for joining us today, October 21, 2003 for
discussion of our third quarter results which were released
this morning. This call's being Web cast by ccbn.com and will
be available for replay beginning about 6:00 p.m. eastern
standard time today and for the next 30 days. You can access
the replay through the investor relations page of our Internet
site www.lubrizol.com.
We want to remind everyone that this Web cast contains time
sensitive information that is accurate only as of today. Any
redistribution, retransmission or reproduction of this call
without written company consent is prohibited.
Participating in the call with me today are Charlie Cooley,
our Vice President and Chief Financial Officer and John Ahern,
our Controller. Charlie Cooley will discuss the quarter's
results and our outlook for the rest of the year. We will then
open the lines for questions and discussion.
Before I turn it over to Charlie I need to remind you that
some of the information to be furnished in today's session
will constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are those focused on future plans,
objectives or performance as opposed to historical items. We
remind you that actual results could differ materially from
results projected or referenced in these forward-looking
statements.
Some factors that could cause actual results to differ from
those in the forward-looking statements are contained in the
management discussion and analysis in our 2002 annual report
to shareholders that is part of our 10-K report. With that I
will turn it over to Charlie.
C. Cooley Thanks, Joanne. Good afternoon, everybody, and welcome to
Lubrizol's third quarter earnings teleconference. Let me
apologize in advance if you hear me cough during this
teleconference. It's because I'm working off a particularly
prolonged flu.
Before jumping into the numbers I'd like to make a few summary
comments about the quarter. The lubricant industry suffered
from very weak demand in the third quarter as we have
continued to see negative volume in our lubricant additives
business since the mid-first quarter. We believe, however,
that our market share in the third quarter was the same as the
second quarter. We also experienced continued high raw
material cost in the third quarter, but product pricing has
been stable.
We maintained double digit revenue growth in fluid
technologies for industry. Our recent acquisitions continued
to perform well and we focused on integrating our newly
acquired FTI businesses. In addition we managed well our STAR
expenses. STAR stands for selling, testing, administrative and
research.
{PAGE}
The quarter actually started out with a strong July. August,
however, was extremely weak across most of our transportation
market. Though September volumes were higher than August, the
lower than expected overall volume for the quarter together
with a downward revision in our fourth quarter expectations
led to last week's preannouncement.
This morning we announced that earnings for the quarter were
$0.47 per share, which included a restructuring charge of one
cent per share. The relevant comparison to last year's third
quarter would exclude this restructuring charge, so on this
basis, earnings of $0.48 compared to $0.71 in the strong third
quarter of 2002.
You may recall that volume in the third quarter of 2002 was up
13%, revenues were up 10% and net income was up 60% from the
third quarter of 2001. The main driver for lower third quarter
2003 earnings compared to the third quarter a year ago was
lower shipment volume. This lower shipment volume together
with higher raw material costs more than offset higher average
selling price and lower STAR expense. Price mix and currency
were favorable for the quarter.
For the first nine months of the year GAAP earnings were $1.54
per share which included a restructuring charge of $0.10 per
share. Excluding the restructuring charge and last year's
required accounting change for the write off of goodwill,
earnings of $1.64 per share compared to $1.96 in the first
nine months of 2002.
Consolidated revenues for the quarter were $509.9 million,
about equal to the third quarter of 2002. The restructuring
charge for the quarter was $400,000 pretax which rounds to one
cent per share all for severance charges related to
restructuring activities at our Bromborough, England
manufacturing facility. As reported previously, annualized
savings from restructuring initiatives taken in 2003 are
projected to be approximately $4.5 million.
Now I'll walk through the various components of our financial
statements beginning with the components of revenue.
Consolidated shipment volume for the quarter was down 10% from
the third quarter of 2002. Setting aside the ongoing shift in
our viscosity modifier product line from liquid to a more
concentrated solid form, volume was down 9%. Acquisitions
contributed one percent to volume for the quarter.
By region comparing the third quarter 2003 to the third
quarter 2002 consolidated shipment volume was down 13% in
North America and Europe across a wide range of customers.
Shipment volume was down 3% in the Asia, Pacific and Middle
East regions at certain customers with weakness stemming from
economic and political conditions in certain parts of the
region. Volume was up 8% in Latin America.
Next I'll cover the other components of revenue for the third
quarter. Combined price mix was up 6% compared to the third
quarter of 2002. Sequentially price mix was down 1%; however
the decline was more weighted toward mix than price. Currency
added 3% to revenues for the quarter compared to the third
quarter a year ago and added one half percent to revenues for
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BASF
As referenced in this Conference Call:
BASF – namely Dock Specialty Resins for coatings as
well Brose and the product lines acquired from BASF which were
both added to our foam
{PAGE}
control platform in the past year. All
BASF – layoffs,
etc. related to PuriNOx?
C. Cooley No, Saul.
S. Ludwig Okay, next question, the BASF foam products, what was the size
of that business and when did that actually close?
dt 55223
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Lubrizol
As referenced in this Conference Call:
LUBRIZOL – FILENAME}l03728aexv99w1.txt
{DESCRIPTION}EX-99.1 EARNINGS CALL TRANSCRIPT
{TEXT}
{PAGE}
Exhibit 99.1
LUBRIZOL CORPORATION
October 21, 2003
12:00 p.m. CDT
Moderator Ladies and gentlemen, thank you
.lubrizol. – You can access
the replay through the investor relations page of our Internet
site www.lubrizol. com.
We want to remind everyone that this Web cast contains time
sensitive information that
Lubrizol' – turn it over to Charlie.
C. Cooley Thanks, Joanne. Good afternoon, everybody, and welcome to
Lubrizol' s third quarter earnings teleconference. Let me
apologize in advance if you hear me cough
.lubrizol. – and
22% below the second quarter of this year. Refer to our Web
site, www.lubrizol. com, on the investor conference call for
reconciliation to GAAP net income.
Net interest expense
Lubrizol
– running producing foam control and some
other FTI products that cannot be produced in our Lubrizol
facilities.
We're also in the process of merging our 2001 acquisition of
Ross
dt 21678
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Joanne Wanstreet;
| Charlie Cooley;
John Ahern
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Full Doc
| 2003 |
Conference Call
Conference Call (55K)
Doc #224294: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}l02245bexv99w1.txt
{DESCRIPTION}EX-99.1 TRANSCRIPT
{TEXT}
{PAGE}
Exhibit 99.1
LUBRIZOL CORPORATION
July 22, 2003
12:00 p.m. CDT
Moderator Ladies and gentlemen, thank you for standing by. Welcome to
the Second Quarter Earnings conference. At this time all
participants are in a listen-only mode. Later we will conduct a
question and answer session, and the instructions will be given
at that time. As a reminder, today's call is being recorded. I
would now like to turn the conference over to our host, Joanne
Wanstreet, Vice President of Investor Relations. Please go ahead.
J. Wanstreet Thank you for joining us today, July 22, 2003, for discussion of
our second quarter results, which were released this morning.
This call is being Web cast by CCBN.com and will be available for
replay beginning about 6:00 p.m. eastern time today and for the
next 30 days. You can access the replay through the investor
relations page of our Internet site, www.lubrizol.com.
We want to remind everyone that this Web cast contains
time-sensitive information that is accurate only as of today. Any
redistribution, retransmission, or reproduction of this call
without written company consent is prohibited.
Participating in the call with me today are Charlie Cooley, our
Vice President and Chief Financial Officer, and John Ahern, our
Controller. Charlie Cooley will discuss the quarter's results and
our outlook for the rest of the year. We will then open the lines
for questions and discussion.
Before I turn it over to Charlie, I need to remind you that some
of the information to be furnished in today's session will
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are those focused on future plans, objectives, or
performance, as opposed to historical items.
We remind you that actual results could differ materially from
the results projected or referenced in these forward-looking
statements. Some factors that could cause actual results to
differ from those in the forward-looking statements are contained
in the management discussion and analysis in our 2002 annual
report to shareholders that is part of our 10-K report. With
that, I will turn it over to Charlie Cooley.
C. Cooley Good afternoon, and welcome to Lubrizol's Second Quarter Earnings
teleconference. Earnings for the quarter, excluding restructuring
charges, were in the upper end of our range of guidance. Currency
was a major positive factor this quarter. In addition, we're
particularly pleased that we've been able to pass through price
increases in response to higher material costs, even in this
lackluster economy. Furthermore, our industrial businesses
continued to perform well this quarter.
This morning we announced that earnings for the second quarter
were $0.57 per share, which included a restructuring charge of
$0.05 per share. The relevant comparison to last year's second
quarter would exclude this restructuring charge; and so on this
basis, earnings were $0.62 compared to $0.67 in the strong second
quarter of 2002. Currency, higher price mix, and acquisitions
positively affected earnings for the quarter, but these factors
were more than offset by lower volume from lubricant additives,
higher material costs, and a higher tax rate compared to the
second quarter last year.
For the first six months of the year earnings were $1.07 per
share, which included a restructuring charge of $0.09 per share.
Again, the relevant comparison to last year excludes the 2003
restructuring charge, as well as
{PAGE}
2002's write-off of goodwill related to a required accounting
change. On this basis, earnings were down $0.09 per share or 7%.
Consolidated revenues for the quarter were $514.7 million, which
was a new record for quarterly revenues. This quarter's
restructuring charge of $3.5 million pre tax, or $0.05 per share,
consisted of two parts. The first part relates to restructuring
activities at our Bromborough, England facility, which consisted
of equipment write-offs and severance costs of $2.8 million.
You will recall that we began restructuring this intermediate
production and blending facility in the first quarter. We
estimate that the Bromborough restructuring will be completed by
year end, with an additional cost of less than $0.5 million,
which is in line with the estimates I gave you at last quarter's
conference call.
The second part of the restructuring charge consisted of $700,000
for a voluntary separation program for about 60 people at our
India joint venture. Annualized savings from the combined
restructuring initiatives are projected to be approximately $4.5
million.
Now I'll walk through the various components of our financial
statements, beginning with the components of revenue.
Consolidated shipment volume for the second quarter was down 9%
from the second quarter of 2002. Volume for the quarter included
a shift in our viscosity modifier product line from liquid
polymers to a higher-value concentrated solid form. Setting aside
the impact of the viscosity modifier mix change, which
predominantly affected fluid technologies for transportation,
shipment volume was down 6% compared to second quarter of 2002.
Acquisitions, primarily Dock Resins, contributed one-half percent
of volume for the quarter, now that it's been more than a full
year since we closed the 2002 acquisition of Chemron. I'll
elaborate on volume when I discuss segment results.
By region, comparing the second quarter 2003 to the second
quarter 2002, consolidated shipment volume was down 9% in North
America, 10% in Europe/Africa zone, 9% in Asia Pacific Mid East,
and 2% in Latin America. All regions were affected by the shift
to solid viscosity modifiers, so the effects were mostly seen in
North America and Europe. SARS and a month-long truck strike in
India affected Asia Pacific volumes.
Now I'll turn to the other components of revenue for the second
quarter. Combined price mix was up 4.5% compared to the second
quarter of 2002. I mentioned that we've been successful with
price increases; however, we believe mix had the greater impact
on revenues. We've been reporting price and mix as one combined
factor since it's difficult to distinguish the two in those years
where we're in the process of a major product change.
Sequentially, price mix added 2.5% to revenue for the second
quarter. I'll have more to say about pricing in the section on
segment results.
224294
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BASF
As referenced in this Conference Call:
BASF. – week that we
acquired the well-known MASIL and MAZU brands of silicone
products from BASF. This small product line is a drop-in for our
existing manufacturing and sales
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