CONTROL OF THE COMPANY
As of February 25, 2003, certain affiliates of Thomas H. Lee
Company (“THL”) (“THL Entities”), JP
Morgan Partners (“JP Morgan”), Merrill Lynch &
Co. (“Merrill Lynch”) and Credit Suisse First Boston
(USA), Inc. (“CSFB” and, together with the THL Entities,
JP Morgan and Merrill Lynch, the “Equity Investors”)
owned (on a diluted basis) 19.5 percent of our issued and outstanding
common stock, with the THL Entities owning 12.7 percent of such
outstanding stock. These Equity Investors and certain members
of management entered into an Investor’s Agreement dated
January 21, 1998, as amended (the “Investor’s Agreement”).
The Investor’s Agreement provides that our Board of Directors
will comprise at least nine, but not more than ten directors,
four of whom will be appointed by the THL Entities, one of whom
will be appointed by DLJ Merchant Banking Partners II, L.P.,
one of whom will be Paul M. Montrone and one of whom will be
Paul M. Meister. Accordingly, the Equity Investors have significant
control over us and have the power to elect a majority of our
directors. The directors elected pursuant to the Investor’s
Agreement will have the authority to make decisions affecting
our capital structure, including the issuance of additional
capital stock, the implementation of stock repurchase programs
and the declaration of dividends, appoint new management and
approve any action requiring the approval of the holders of
our common stock, including adopting amendments to our certificate
of incorporation and approving mergers or sales of substantially
all of our assets. There can be no assurance that the interests
of the Equity Investors will not conflict with the interests
of our other shareholders. Sales or other dispositions of our
common stock by the Equity Investors as well as new requirements
of the New York Stock Exchange and under the Sarbanes-Oxley
Act of 2002 may affect or change the composition of our Board
of Directors.
CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report includes forward-looking statements. All
statements other than statements of historical facts included
in this Annual Report may constitute forward-looking statements.
We have based these forward-looking statements on our current
expectations and projections about future events. Although we
believe that our assumptions made in connection with the forward-looking
statements are reasonable, there can be no assurances that the
assumptions and expectations will prove to have been correct.
These forward-looking statements are subject to various risks,
uncertainties and assumptions including, among other things:
1.
our outstanding indebtedness and leverage, and the restrictions
imposed by our indebtedness;
2.
the effects of domestic and international economic,
political and business conditions on our businesses;
3.
the high degree of competition of certain of our businesses,
and the potential for new competitors to enter into these
businesses;
4.
the extent to which we undertake new acquisitions or
enter into strategic joint ventures or partnerships, and
the terms of any such acquisition or strategic joint venture
or partnership;
5.
future modifications to existing environmental laws
and regulations and governmental orders or decrees respecting
remediation or clean-up;
6.
discovery of unknown contingent liabilities, including
environmental contamination at or emanating from our facilities
and liability with respect to products we distribute and
manufacture;
7.
fluctuations in interest rates and in foreign currency
exchange rates;
8.
availability, or increases in the cost, of raw materials
and other inputs used to make our products;
9.
the loss of major customers or suppliers including any
provider of shipping services; and
10.
our ability to generate free cash flow or to obtain
sufficient resources to finance working capital and capital
expenditure needs.
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