Document mmeOqRvjM4dyzdKv0LgkryXvQ

mAINTIFF*$Sgf 4 WRG-1562 ' 1972 VOL. I MOODY'S. INDUSTRIAL MANUAL Robert H. messner, Publisher HENRY PORRECA, Ass't Publisher ROY h. krause, Editor-in-Chief Editorial Board THOMAS I. CIACCIO KENNETH W. CLIFFORD ALFRED G. ELLINGHAM ALBERT C. ESOKAIT ROBERT P. HANSON BOHDAN J. KEKISH JOSEPH B. LEICH WILLIAM H. MOORE ROBERT F. PEABODY FRANK R. PLATAROTE MOODY'S INVESTORS SERVICE, INC. 99 CHURCH STREET, NEW YORK, N. Y. 10007 (212) 267-8800 SEE FOLLOWING PAGE FOR COMPLETE LIST OF OFFICES Copyright 1972 bv MOODY'S INVESTORS SERVICE, INC. New York All rights reserved. i- H '% . i :j A1 '- fVrs.-SVA'f i'i v ,-e J a : 3! v! 700 MOODY'S INDUSTRIAL MANUAL Weld Sc Co., NYC, and Hill, Samuel & Co. Ltd., London, Eng. The debs, are not being offered in the U. S. or its territories or to citizens thereof or persons (including corpo rations) resident therein. TAX STATUS--Free of present or future U. S. non-resident alien withholding tax. In opinion of counsel, such aliens are not subject to U. S. Federal income tax on capital gains realized on debs. U. S. persons are subject to U. s. Into Equalization tax on acquisition of debs e Capital Stock: Bristol-Myers InternalloFinance Co. common; par $100. All " by Bristol-Myers Co. W. R. GRACE & CO. CAPITAL STRUCTURE LONG TERM DEBT Issue 1. Term loans _____________________________ 2. Conv. subord. deb. 41,is,1990 ________ 3. Conv. subord. deb. 6(is, 1996 _______ 4. Miscellaneous debt _________________ 5. W. R. Grace Overseas Devel. Corp. Guar. SJT. Deb. 5%s, 1980 ------------ 6. W. R. Grace Overseas Devel. Corp. Guar. Conv. S.F. Deb. 5s, 1986 ___ 7. Other subsidiaries debt ________ Rating E~ Ba Ba E~ ------ ____ E__ Amount Outstanding $219,178,000 64.681.000 100,000,000 19.949.000 16.850.000 Times Charges Earned 1971 1970 3.39 G2.95 15.000.000 64.096.000. Interest Dates M&S 1 M&N15 M&N15 j A&O 1 l---------- Call Price E------[H1021'a gjl06Va gji04*' 0102 E----- 1970 B- CAPITAL STOCK Par Issue Value 1. 6% cum. preferred__________________ $100 2. 8% cum. class Apreferred______________ 100 3. 8% non-cum.class Bpreferred_____ 100 4. Common _____________________________ 1 Amount Earned per Sh. Outstanding 1971 1970 27,217 shs. $1,819.71 $1,874.95 47,494 shs. 1,039.37 1,076.30 36,682 shs. 1,335.36 1,383.13 25,204,526 shs. E1.83 E1.99 Divs. per Sh. 1971 1970 $6.00 $6.00 8.00 8.00 8.00 8.00 1.50 1.50 Call Price Price Range 1971 j|70 -03....... E__ e......... a..::-. E------- E____ !- 35 Va- 25 311,4- 20% EPrivately placed. [5] Subject to change; see text. [I Issued in Nov. 1971. GO As reported on average shares; before extraordinary Items 3* after: 1971, $1.60; 1970, $1.18. For other earned per shares see under "Income Accounts" and "Financial Sc Operating Data" below. fore extraordinary items. HI8TORY In Jan. 1967, company sold its 50% interest In Oct. 1971 acquired 22.23% interest in : in Pan American-Grace Airways, Inc. to Western Mines Ltd. for 129,032 common *' Incorporated under Connecticut laws June Braniff Airways, Inc. for $15,000,000. shares. 20, 1899, as successor to a business formed in 1854 in Peru. Initially company was engaged in trade, shipping and finance. Later developed manu facturing in Latin America and chemical op In Jan., 1967, acquired Leaf Brands, Inc.. Leaf Confections Ltd., Leaf Ltd. and Leaf Belgium N. V. for 280,000 common shares. On Mar. 2, 1967, merged Sea-Pak Corp., in exchange for 250,264 common shares at In Nov. 1971 acquired Wayne Candies, Inc. for 59,496 common shares. Additional 59,49$' shares may be issued under agreement ' r; In Nov. 1971 sold P-A-G division to CargilL : Inc. for cash. ;; erations are now principal business. In September, 1953, company acquired con trolling interest in Davison Chemical Corp. (Md.), manufacturers of agricultural and in dustrial chemicals and in May, 1954, company was merged. Under the merger plan 1.4 common shares were exchanged for each share of Davison common. Holders of Davison $50 par preferred stock received $50 of 4*,4% convertible sub ordinate debentures and $5 in cash. On Nov. 1, 1954 merged Dewey & Almy Chemical Co. by share for share exchange. In July 1959, purchased assets of Hatco Chemical Co., manufacturer of plasticizers and jet lube materials, for 126,000 shares. In Jan. 1960, acquired for cash 53% stock interest in Cosden Petroleum Corp., an in tegrated oil company and producer of petro chemicals. Cosden sold its assets in 1963 to American Petrofina, Inc. (see general index). Company received approximately $23.50 per share on approximately 1.5 million shares held by it. In 1962 sold Griswold & Co., 80% owned Insurance brokers to Marsh Sc McLennan. Also obtained majority interest in Vulcan Material Flastico S.A., Brazilian converter of plastic materials, and in Dec. acquired ma jority interest in C. J. Van Houten & Zoon, N V., European chocolate manufacturers. la Feb. 1963, acquired assets of Dawbam Brothers, Inc., Waynesboro, Va., manufac turer of plastic products, by exchange of 154,358 shares. (Sold assets in Nov. 1968.) In Apr. 1963. acquired Zonolite Co., Chicago, miners and processors of vermiculite, by ex change of 1.02 shares for each 4 shares. On May 14, 1963, acquired, for 21,221 shares, Raney Catalyst Co., Inc., So. Pittsburgh, Tenn. manufacturer of nickel catalysts. In May 1964 acquired, for approximately 1,392,159 shares, and merged DuBois Chemi cals Inc. In 1964 acquired Walnut Grove Products Co., Inc.; remaining 51% interest in Federa tion Chemicals Ltd.; Elm Coated Fabrics Co., Inc., Brooklyn, N. Y. In 1965, acquired RudyFatrick Seed Co., Kansas City, Mo.; Marco Chemical Corp., Linden, N. J.; Veratex Com., Detroit, Mich.; Dearborn Chemical Co., Chi cago, 111.; Teroson-Werke G.m.b.H., Ger many; Southbridge Plastic Products Co., Corinth. Miss.; and Rexolln Chemicals Aktiebolag, Sweden. Early in 1966, company sold assets of its Polymer Chemicals Division to Allied Chem ical Corp. and acquired Cresco Fertilizers Led., Australia and a 27% interest in The Ruberoid Co. rate of 0.442 shares for each share Sea-Pak common. Also in 1967 acquired Construction Chemi cals Co., Inc., Pontiac, Mich.; Pfister Associ ated Growers, Inc., Aurora, HL; Veratex Corp.; Joshua Meier Co., Inc., North Bergen, N. J.; American Breeders Service, Inc., De Forest, Wise.; Tennessee Zonolite Co., Nash ville, Tenn.; S. A. Rene Weil, Paris, France; Tanara S.P.A.. Italy. In Apr. 1968 acquired Golding Bros. Co. Inc. In 1968, company also acquired 51% inter est in Compagnie des Restaurants Jacques Borel, Paris, France and Welland Chemicals of Canada Ltd., and sold 51% of its interest in Koninklijke Fabrieken C. J. Van Houten & Zoon N.V., and 68% interest in Industrias Coia S.A. Also sold substantially all net assets of the Dawbarn Division. In Jan. 1969, company acquired John Meyer of Norwich, Inc., and Devcoa Inc. Also in 1969, company sold its 66% interest in Nuclear Fuel Services Inc. and its 53% interest in Miller Brewing Co. and acquired Societe Rollin S.A. and Solano Laboratories Inc. In May, 1969, acquired D. B. Kibler, Inc. for $10,125,000 5% notes. In Dec., 1969, sold Grace Line, Inc., Co. steamship subsidiary, to Admiralty Enter prises, Inc., parent Co. of Prudential Lines, for $44,500,000. Agreement calls for Grace Line to buy Prudential Lines for $17,000,000 and operate it. In Feb., 1970, acquired Fredonia Food Spe cialities, Inc. tor 83,334 com. shs. Additional shs. may be issued under agreement. In Mar.. 1970, acquired Pix of America, Inc., operators of 21 retail shoe stores in Fla. and Ga., for 245,000 com. shs. Additional shs. may be issued to Pix thru 1974 under agreement. In May, 1970, acquired Baker 8c Taylor Co., book wholesalers and F. A. O. Schwartz, toy store for an undisclosed number of com. shs. In May, 1970, acquired food and snack busi ness of Morton Foods, Inc., subsidiary of General Mills, for an undisclosed amount of cash. In May 1970, acquired book distributing and retail toy businesses of Parents' Magazine Enterprises, Inc. for 843.842 common shares. In July 1970. acquired Herman's Mer chandising Corp. and affiliated companies for 241.000 common shares. In Oct. 1970, acquired Lawrence Maid Foot wear, Inc. for 420,000 common shares. In Nov. 1970, acquired Far West Services, In Nov. 1971 acquired Appliance Industries. 1 Manufacturer of custom-styled automotive * accessories for 144,574 common shares and" Leonard Brooks Sporting Goods, Inc. for i 12,000 common shares. ,r In Dec. 1971 acquired Shasta Industries,' Inc. Manufacturer of travel trailer and motor homes for 476,700 common shares. ,7 In Dec. 1971 acquired Mr. Gasket Co., man- " ufacturer of automotive parts for 294,088 com mon shares. In Dec. 1971 sold its 50% interest in Gulf & Southern Steamship Co. to Lykes-Youngstown Corp. for $4,250,000. Proposed Acquisition: In Mar. 1972 Co. an nounced plans to acquire Pearce, Mayer & Greer, Inc. real estate financing and sales brokerage for undisclosed terms. Proposed Affiliation: In Mar. 1972 Co. and Ray Resources Corp. (see alphabetical index) agreed in principle to combine thru ex change of 0.261 Co. com. sh. for each sh. of Ray Resources. Co. said it had not yet been, determined whether the transaction would take form of a merger or an acquisition. Ray Resources' obligation to proceed with transaction would be conditioned upon its shareholders' receiving Co. stock having a value, around the time of closing, equiva lent to $7.50 for each sh. of Ray Resources to be exchanged. Based on these terms, and 2,062.550 shs. of Ray Resources stock outstg-. transaction would be valued at a minimum of S15.500,000. The plan is subject to approval of Ray Resources holders and directors of both Cos. vi Peruvian Sugar Operations Expropriated: During 1969 the Peruvian Government, under its Agarian Reform Law, assumed control of certain subsidiaries' sugar lands and mills in Peru. The results of operations of these properties since the assumption of control by the government have been excluded from the Consolidated Statement of Income and Retained Earnings. The net asset value of these properties as of the date that control was assumed has been charged to '`Extra ordinary items" in 1969. A claim has been filed with the Peruvian Government for com- gensation in the form of Agarian Reform onds. Proceeds on these bonds will be rec ognized upon realization. Peru has ruled that Co. is to be com pensated for the agricultural portions of itj Paramonga agro-industrial complex that were expropriated. 'A decree published Feb. 11, 1970 left unclear the status of an im portant electric power plant that served not M In May 1966 acquired Transparent Paper Inc. for 499,968 common shares. only the sugar estates, but also Co.'s paper Products Ltd., Montreal, Can. In June, 1966 acquired Nalley's, Inc., Ta coma, Wash, for 453,857 common shares at rate of one common share for each 1.8755 shares Nalley's common. In Sept., 1966 acquired 53% interest in Miller Brewing Co., Milwaukee, Wise., in exchange for $18,069,000 cash and 402,801 com mon shares. (Sold in May 1969.) Also in 1966 acquired Ideal Roller Sc Man ufacturing Co., Chicago, 111.; Concrete Prod ucts, Inc., Brunswick, Ga.; Miller Products Co.: Western Mineral Products Co., Minne apolis, Minn.; and, increased its interest in International Mining Co.. La. PAZ, Bolivia1 In Dec. 1970, acquired Fan Coach Inc. for 145,560 common shares and Lachman-Rose Co., Inc. for 175,000 common shares. In Jan. 1971, acquired Elston T. Killam Associates Inc. for 161,494 common shares. In Feb. 1971, acquired 80% interest in Barilla G.e.R. Filli S.P.A., Italy. In May 1971 transferred all assets of Spe cialty Products Group to a newly formed subsidiary, Chemed Corp. In June 1971 acquired Elmex Corp. toy wholesalers for 154.130 common shares. Addi tional 152,589 shares may be issued under agreement. mill, distillery and chemical plant. In July 1970, Peruvian Government is sued General Industry Law which provides, among other things, that foreign ownership of industrial companies in Peru be reduced to a minority position and in certain cases divested, within an agreed period. According ly, all of Peruvian subsidiary companies were deconsolidated at June 30, 1970 and Co.'s equity in book value of underlying net assets at that date has been included in "In vestments in and advances to unconsolidated Peruvian subsidiary companies." This carry ing value has been reduced in 1971 by certain related remittances. In Nov. 1971, Peruvian Govt, and Co. signed California Zonolite Co., Los Angeles, Calif.; In Sept. 1971 acquired Jet Containers, Inc. an agreement in principle for sale of Co. * Vermiculite-Northwest, Inc., Seattle Wash, Manufacturer of disposable containers, for existing Peruvian paper, chemical and al and Alimentos Kern de Guatemala, S A. 100.000 common shares. cohol operations to Govt, over a ten year '>?' MOODY'S INDUSTRIAL MANUAL 701 agreement also contemplates Bank Sale: Sale of Grace National Bank film, sheeting and coated fabrics for home E the Agrarian Reform bonds (80% owned), to Marine Midland Corp. (now furnishings, sporting goods, ladies' accessor f.^vJJ_ S_S__r_e__d__to abl ove) to be issued to Co. in a .- PPPeenru*-v--i-a--n paper, chemical or other basic Marine Midland Banks, Inc.) for 360,000 shares of $5.50 no par cumulative convertible ies and upholstery. Also styling and market ing fashion apparel, specialty textiles, foot 'o'SEfilustrial enterprise with Co.'s resulting preferred stock of Marine Midland Corp. wear, and desk and office supplies. in such enterprise to be acquired by (convertible 2 to 12 years after sale into one Also operates a chain of retail shoe stores J." Snivian Govt, during last five of fifteen share of $4.50 no par cumulative preferred and operates sporting goods stores in N.Y.C., H tears following date the investment is made. stock and a warrant to purchase one share Phil, and Delaware Valley areas. >: t price and other specific terms of sale of Midland Corp. common at $40 a share), Chemed Corp.: On Apr. 30, 1971 assets of gf- *?ro's existing paper, chemical and alcohol was oonsumated in August 1965. Specialty Products Group were transferred S;r derations as well as of its future equity Strived from the investment of its Agrarian y |gonn bonds remain to be determined, SUBSIDIARIES s*As of Dec. 31, 1971, the company owned J;voting control of the following (except noted. ^ s A_ " American Breeders Service, Inc. (Del.) Antilles Chemical Co. (Del.) xoplicon Inc. (Mass. 32.65%) : strolled Decisions Systems, Inc. (Mass. 45%%) ; Arf-Zonolite Co. (111. 66%%) ' arrow Inter-America Corp. (W. Va.) Seltronix Systems Inc. (N. Y. 80%) IBBignall Dental Supply Co. (Mich.) Sob Wolf Associates, Inc. (Del.) .I f -' CITC Industries. Inc. (N. Y.) Chemed Corp. (Del. 96.10%) I - - Chemical Sc Pigment Co. (Cal. 47%%) &' Chester W. Krone, Inc. (Fla.) Chester W. Krone, Inc. (Cal.) V- '-J Cornelius Wax Refining Corp. (N. J.) i;:?.- mDearborn Chemical Co. of Cuba (HL) Joint Venture: New $35,000,000, 250,000,000 lbs. per year oxo-alcohoi plant went on stream in Puerto Rico in 1971. Plant is operated by Oxochem Enterprise, a joint ven ture formed in 1968 between subsidiaries of Co. and Commonwealth Oil Refining Co. Inc. (see general index). Proposed Joint Venture: In Dec. 1971 Ecstall Mining Ltd., subsidiary of Texas Gulf Sul phur Co. Arrow Inter-American Corp., a Co. subsidiary, and Peregrine Exploration Ltd., reached an agreement in principle forming a joint venture to pool, explore and develop, it warranted, their various mineral claims near Robb Lake in the Liard mining division of northern British Columbia. The initial in terests of the parties in the joint venture, subject to revision under certain circum stances, will be Ecstall 40%, Arrow 40%, and Peregrine 20%, with Ecstall and Arrow each paying 50% of the costs incurred prior to any production. A formal agreement between the parties is anticipated before the end of the month. to Chemed Corp. 100% owned subsidiary. In May 1971, 350,000 unissued shares of Chemed were sold to public, reducing Co.'s owner ship to 96%. Through six divisions (Dearborn Chemical, DuBois Chemicals, Vestal Laboratories, Figi's, Inc., Solano Laboratories, Inc. and The Veratex Corp.) manufactures and markets in dustrial and institutional cleaning compounds, floor care products, water and waste treat ment chemicals, disposable medical and den tal supplies, environmental sanitation prod ucts, and mail-ordar gifts, and provides medi cal diagnostic services. Also manufactures and distributes to in stitutional customers dishwashing detergents, bleaches, stain removers and rinse additives as well as oven cleaners, tarnish removers and other cleaning products. Natural Resources Group: Grace Petroleum Corp. subsidiary, together with Sinclair Oil Co. and Standard Oil Co. (N. J.) are asso ciated in an oil venture in Libya, where two potentially productive field, in which company's interest is 24.5% are being de S .% Devcoa Inc. (Cal.) rV-C Dewey & Almy Co. (Mass.) BUSINES8 veloped. Under agreement company may sell its share of oil produced to Esso. In all S. Dewey & Almy Inter-American Co. (DeL) DeZaan, Incorporated (N. Y. 100% owned by N. V. Cacaofabriek "De Zaan") BJElectro-Chemical Engineering Corp. (I1L) Elmex Corp. (Ohio) EMA Bond Inc. (Del. 50%) A major industrial company with inter national chmical, food, converted plastics and packaging, merchandise and retail opera tions and petroleum interests. Business of Grace is divided into five maor operating units which are described be- company has interests in 3 concessions in Libya. Production from wells in the Raguba Field averaged 98.175 bbls. a day in 1971, 121,364 bbls. a day in 1970, 127,850 bbls. a day in 1969 and 127,625 bbls. a day in 1968. Also participates with others in domestic Estalsa, S. A. (Del. 75%) BjFabricel-Alron, Inc. (DeL) ow: Chemical Group (which consists of In dustrial Chemicals, Agricultural Chemicals petroleum exploration and producing activi ties in Rocky Mountains. Net gas production Fan Coach Co., Inc. (Ind.) and Converted Plastics Groups), Hatco Group, from this source was approximately 985.000 ... F. A. O. Schwarz (N. Y. 91.3%) Far West Services, Inc. (Cal. 100%) Chemed Corp., Natural Resources Group. cu. ft. per day in 1971 and 1,124,700 cu. ft. Consumer Products & Services Group and per day in 1970. First Twin Lakes Corp. (Fla.) :> Futura Footwear Corp. Figi's Inc. (Wise.) F.S.S. Land Corp (Cal.) New Enterprises Group. Relative contributtion to net sales by group as follows: Also participates with others in oil aud gas exploration in Louisiana Gulf Coast arc's 1971 01970 in U. S. and Kandik Basin, in exploration activities ia Yukon Territory, in .7.nth- Grace & Co. Central America (Del.) Hatco 14 12 west Territories and Alberta, Canada. Grace Electronic Chemicals, Inc. (DeL 51%) Chemed Corp.__ 6 5 Latin American Operations: Consists of Grace Industrial Chemicals Inc. (Del.) Nat. resources___ 4 9 Latin American Chemical, Ore Sc Mining, Grace Oil Corp. (Canada) (Del.) Consumer prod._ 35 32 Paper and Latin American Food Divisions. Grace Oil Corp (Italy) (Del.) Other activities .. 2 2 In 12 countries of Latin America, supervises Grace Ore Sc Mining Co. (Del.) subsidiaries which manufacture paper and WRG Enterprises, Inc. (N. Y.) Total -------------- 100 100 paper products, chemicals and processed W. R. Grace Land Corp. (N. Y.) [DRestated for acquisitions. foods and are engaged in mining and mineral B)W. R. Grace Overseas Development Corp. Grace operates chemical and other types of trading and marine resources operations. (Del.) plants throughout the world, has office and Consumer Products & Services Group: Op W. H. Grace Properties, Inc (N. Y. 80%) other service facilities in many locations and erates through Chocolate and Confectionery, Grace Petrochemicals, Inc. (Del.) has mining and petroleum properties in European Consumer Products, Frozen Foods Grace Petroleum Corp. (Del.) United States, Latin America and Libya. and Nalley's Fine Foods Divisions and Dev Hanover Square Corp. (Del.) Grace's general policy is to own its plant coa, Inc. Responsible for the operation and de Hatco Chemical Corp. (N. J.) properties and lease other facilities. velopment of consumer businesses in the Hatco Puerto Rico, Inc. (Del.) Industrial Chemical Group: Through eight United States, Europe and the Fr.r East. The Herman's Sports Corp- (N. J.) divisions (Construction Products, Davison group makes snack foods here and abroad, Hooton Chocolate Co. (N. J.) Chemical, Dewey and Almy Chemical, Euro produces ice cream in several countries in EJohn R. Corp- (Cal.) E. T. Killman Assoc. Inc. (N. J.) ichman-Rose Co. Inc. (Tex.) Minsur Inc. (Del.) pean, Hampshire Chemical, Pacific, Poly- Europe, bottles soft drinks in Holland, pro fibron and Polymers and Chemicals) it pro duces a range of grocery and confectionery cesses and markets a wide range of products, products in the United States, England, Bel including vermiculite and specialties for the gium, France and Spain, and has restaurant Numero Uno Footwear Corp. (17. Y.) construction industry; petroleum cracking and industrial feeding operations in France, "pttic Purchasing Corp. (N. Y. 100% owned by CITC Industries, Inc.) catalysts used to reduce crude oil to its various components; container sealing com Italy, Spain, many. Belgium, Denmark and Ger ElPackard Shirt Mfg. Corp. (Ind.) pounds; amino acid cheleating agents; plastic Also engaged in restaurant and food ser }* of America, Inc. (Fla.) separators for automotive batteries; supplies vice business with over 60 restaurants and :k t? Shoes of Atlanta, Inc. (Ga.) Rtoeess Evaluation Sc Development Corp. for the graphic arts industry; and specially ooffee shops in CaL, Ariz.. Ga., Hawaii, Mo., formulated polyvinyl acetate for the adhe N. Y. and Pa. -(Del.) sives industry. Its European and Pacific di Also engaged in wholesale distribution of Process Evaluation Sc Technical Services Corp. (Del.) gecreatives, Inc. (N. Y.) (80%) Reuben's, Inc. (Cal.) " Rocket Pictures, Inc. (CaL) Solano Laboratories (Cal.) njthern Oil. Resin & Fiberglass, Inc. (Fla.) visions produce and market abroad most of the domestic product lines and other special ty chemicals. Agricultural Chemicals Group: Produces fertilizers, pesticides, animal feeds, feed sup plements. and animal insemination programs. general books to university, school and pub lic libraries on a national scale, distribution of toys and housewares, retail toy bulsness, manufacture and sale of specialty parts and accessories for automotive after-market and development, leasing and sale of commercial properties. zPeed Food Stores, Inc. (O.) I P-Summit Laboratories, Inc. (Md.) Vermiculite Co. (Tex. 76%) Winds Co. (Ga. 99.46%) Converted Plastics Group: Consists of Cry- New Enterprises Group: Formed in Sept. ovac. Formed Plastics, PDC Systems and 1969 to provide a vehicle for launching new Jet Containers Divisions. ventures that do not fit Company's existing Cryovac Division provides complete pack operating groups. Group will enter new en ATOrol. Incorporated (111. 90%) aging systems, including films, bags, pouches, vironments, new industries and new business - . TtUH"? Footwear Corp- (N. Y.) machinery and services, for the packaging es that offer high return on investment and . hiv!ed.Foods' toe. (Wash.) of meat, poultry and cheese by supermarkets unusual potential for profit growth. First sub $*?*** Corp. (Del.) and also for such consumer merchandise as sidiary of New Enterprises is Recreatives S^reet CorP- d>el.) toys, records, books, textiles and novelties. which manufactures an all-terrain vehicle. w5Jne Candies Properties, Inc. (Ind.) Formed Plastics Division makes clear plastic Shasta Industries and Fan Coach manufac to a^ipany also bas significant subsidiaries and foamed plastic trays and reusable con tures travel trailers and motor homes. Group lM,Vfgebtina, Australia, Austria, Bahama Is- tainers. PDC Systems Division designs and is investigating the fields of communications, rSSrj_}Blum, Bermuda, Bolivia, Brazil, supplies flexible packaging materials and pre-engineered metal structures, information trSpt ai, Colombia, Costa Rica, Cuba, Den- merchandising systems primarily for soft technology, other recreation-leisure business ju.*' Ecuador, Finland. France, West Ger- goods. Jet Containers Division manufactures es and service-oriented activities. p-- . tlreat Britain, Greece, Hong Kong, disposable plastic beverage containers and Capital Expenditures (in thousands): pbUblic of Ireland, Italy, Ivory Coast, Ja- dinnerware. Also manufactures cases used 1971 01970 NL,,rlechtenstein, Luxembourg, Mexico, for packaging such items as typewriters, Chemicals__ ____ $45,733 $46,399 ------ land il?nds' Netherlands Antilles, New Zea- power tools and postage meters. Hatco 7,408 10,778 ` Norv,'ay, Peru. Philippines, Portugal, Rico, Singapore, South Africa, Spain, '' :Switzerland, Republic of Togo and 'Kit. t?5**3 business expropriated1 by Cu- . . Wemment. Hatco Group: Consists of Elm Coated Fa brics, Hatco Chemical. Marco Chemical, Joshua Meier, Southbridge Plastics, Golding Bros., John Meyer of Norwich, Letisse and Fix of America Divisions and Bekaert Mat tress Ticking, N. V. Produces plasticizers Chemed Corp.___ Nat. resources __ Consumer prod. .. Other activities ___ 3.260 1.268 31.308 1.754 Total _________ $90,731 0Restated for acquisitions. 3.492 7,516 42.550 1.472 $112,207 aPPended statement. AAmffui-- owne"d by Chemed Corp- subsidiary, ; dae*-]*najP,,ealteess:SC.Ao.. owns 50% interest Productora (chemical additives to impart characteris tics such as flexibility and temperature re sistance to plastics), lubricants for jet en gines, polyester resins for marine, automotive and construction applications, and vinyl MANAGEMENT Officers: J. P. Grace, Chmn. Sc Chief Exec. Off. F. E. Larkin, Pres. & Chief Oper. Off. 702 MOODY'S INDUSTRIAL MANUAL A. T. Daignault, Exec. Vice-President R. D. Goodall, Exec. Vice-President G. W. Blackwood, Exec. Vice-Pres. R. M. Coquiliette, Exec. Vice-Pres. Alex Kaufman, Exec. Vlce-Pres. H. R. Logan, Exec. Vice-Pres. D. W. Robbins, Jr., Exec. Vice-Pres. C. H. Erhart, Jr., Exec. Vice-President T. E. Hanigan, Jr., Exec. Vice-President C. N. Graf, Exec. Vice-Pres. L. A. Larkin, Vlce-Pres., Sec. & Gen. Counsel B. L. Bowditch, Jr., Vice-Pres. & Trees. A. E. Bollengier, Vice-Pres. & Contr. D. A. Coape-Arnold, Vice-President H. R. Bloomquist, Vice-President B. H. Button, Vice-President J. P. Freeborn, Vice-President T. G. Gibian, Vice-President F. D. Flanagan, Vice-President O. B. Hander, Vice-President D. E. Grimm, Vice-President Leonard Kamsky, Vice-President K. A. Lawder, Vice-President W. H. Heller, Vice-President J. F. Kelsey, Vice-President John Hirsch, Vice-President M. C. Morrill, Vice-President Directors: A. S. Rupley, New York G. P. Gardner, Jr., Boston J. P. Grace. New York J. C. Griswold, New York J. M. Hiebert, New York A. A. Johnson F. E. Larkin. New York G. J. Leness, New York C. W. Miller, Milwaukee Roger Milliken, Spartanburg, S. C. J. H. Phipps, Tallahassee, Fla. M. G. Phipps, Palm Beach, Fla. W. W. Prince, Chicago J. A. Puelicher. Milwaukee, Wise. E. W. Pyne, New York O. C. Carmichael. Jr., South Bend, Ind. R. D. Goodall, New York G. S. Moore, New York P. F. Hellmuth, Boston L. J. McKay, New York F. E. Mackle, Jr.. Miami C. W. Owens C. W. Phalen E. L. Molloy R. M. Coquiliette C. N. Graf T. E. Hanigan, Jr. H. R. Logan Annual Meeting: May 10 or last busing- day preceding or first business day aft2 May 10. w General Counsel: L. A. Larkin. Auditors: Price Waterhouse & Co. No. of Stockholders: Feb. 15 1972: Pr. ferred, all classes, 539; common, 47,063. No. of Employees: Dec. 31, 1971, 66,400. General Office: 3 Hanover Sq., New York N. Y. 10004. INCOME ACCOUNTS COMPARATIVE CONSOLIDATED INCOME ACCOUNT. YEARS ENDED DEC. 31 (Taken from reports filed with Securities and Exchange Commission) Net sales1 (11197,1 1970 1969 1968 1967 $2,048,873,000 $1,917,559,000 $1,791,698,000 $1,738,364,000 $1,576,329,000 Operating revenues--------------------------- f Total sales & operating revenues. ECost of goods sold------------------------- 1 [2 Operating expensesJ Q] Selling, gen. Sc adm. expenses-------Depreciation and depletion------------ Subsidy on steamship operations____ Research & development exp._______ $2,048,873,000 1,463,535,000 396,290,000 57.715.000 20217.000 1.917.559.000 1.379.060.000 352.924.000 57,837,000 20,772.000 $1,791,698,000 1,288,718,000 327,430,000 63,172,000 19497,066 $1,738,364,000 1,246,522.000 306,727.000 65.810.000 cr23,514,000 19.415.000 $1,576,329,000 1,132,404,000 277,215,000 62.550.000 cr24,830.000 19.479.000 1966 $1278,682.000 $1,278,682,000 909.883.000 216.901.000 50.320.000 cr20,417,000 17.037.000 , 1965 ($919,677,000 t 83,393,000 41.906.000 crl6.561,000 15.943.000 Operating profit---------------------------Dividends & interest received---------Other income--------------------------------------- 110,816,000 13.382,000 6.169,000 106,966.000 16,113.000 4,627,000 93.181.000 17.088.000 3,522,000 123,404,000 15,104.000 7,450,000 109,511,000 13,310,000 2,944,000 104,958.000 11249.000 2,116,000 82.847,000 6326.000 3.629.000 Total income Interest paid Balance U. S. income taxes------------------------------1 Foreign & other Income taxes---------- , Deferred income taxes______________ Minority interest ------------------------------Frov. for foreign exchange Equity in earning of Grace Nat. Bk. . 130,167,000 37,747,000 92.620.000 37.553.000 3.188.000 2.352.000 127,706.000 41,929,000 85.777.000 28.562.000 2.094.000 3.839.000 113,791,000 44,375,000 69.416.000 25.390.000 876,000 5.387.000 2.632.000 145,958.000 41,597,000 104.361.000 10.541.000 23.738.000 1.733.000 6.580.000 4.008.000 125,765,000 38.991.000 86.774.000 7.871.000 20.286.000 2.882.000 5.586.000 2.718.000 118,323,000 32,025,000 86.298.000 3.169.000 16.331.000 4.071.000 3.186.000 942,000 92.802.000 24.511.000 68291.000 2.107.000 16.881.000 2.505.000 1.495.000 951,00*' 996,000 Net income SSExtraordinary items----------------------- 49,527,000 dr6,210,000 51,282,000 dr21,039,000 35,131,000 crl5,900,000 57,761,000 dr24.621,000 $47,481,000 cr3,996,000 $58,599,000 crl0,919,000 $45248,00? Net income to surplus Unappr. earn, surplus, begin of yr. Bother surplus credits 6% preferred dividends 8% Cl. A preferred dividends 8% Cl. B preferred dividends, Common dividends (cash)------------------ mother surplus debits_______________ 43.317.000 434,294,000 22.231.000 837.000 34.949.000 498.000 30.243.000 406,115,000 34.316.000 - 848,000 32.214.000 3,318,000 $51,031,000 314,278,000 71.818.000 854.000 29.948.000 210.000 $33,140,000 291,817,000 21.546.000 897,000 27.521.000 3,807,000 $51,477,000 247,355,000 21.400.000 224.000 385.000 303.000 25.458.000 2,045,000 $69,518,000 189,695,000 17.040.000 224.000 385.000 303.000 21.510.000 6,476,000 $45,348,000 149,546,000 22.784.000 224.000 385.000 303.000 18.991.000 fTtlUnamir. earn. surn.. end of yr. SUPPLEMENTARY P. Sc L. DATA Maintenance Sc repairs-------------------mTaxes, other than income-----------Rents___ Royalties $463,558,000 $51,619,000 64.159.000 27.641.000 8,609,000 $434,294,000 $46,921,000 66.753.000 23.386.000 4,884,000 $406,115,000 $53,768,000 86.542.000 19.014.000 8,532,000 $314,278,000 $53,596,000 106,139.000 11,674,000 8,593,000 $291,817,000 $56,789,000 96.455.000 113350.000 9,308,000 $247,355,000 $49,505,000 50,053,000 8238.000 6.738.000 $189,695,000 $39,121,000 30,012,000 5.735.000 5.940.000 H)Includes related portions of items shown interest transactions and $10,771,000 adjust under "supplementary p. & L data" below ment for cumulative effect of change to statement. equity method of accounting. [31971: Loss on sale or abandonments of 3970-69: Represents retained earnings of certain seed, fertilizer and chemical opera companies acquired in poolings of interest tions, $3,186,000 (after, $3,888,000 taxes); loss transactions. upon sale or abandonment of certain frozen 1968: Comprises: $6,546,000 retained earnings food operations $1,295,000 (after $1,052,000 of companies acquired in poolings of in taxes); loss upon divestment or certain Latin terests transactions and $15,000,000 with American and other properties, $1,226,000 (af drawal by Grace Line Inc. from special ter $869,000 taxes) and intraperiod tax effect funds for payment into its general funds of extraordinary items and other tax ad under authorization from the Maritime Ad justments of $503,000; total $6,210,000. ministration. 1970: Loss on sale or abandonment of operations and properties $15,718,000; adjust ment of 1969 expropriation of Peruvian sugar properties and divestment of certain other investments in Peru, $3,736,000: intraperiod tax effect of extraordinary items and other tax adjustments. $1,585,000; total. $21,039,000. 1967-66: Retained earnings of companies ac quired in pooling of interests transactions. 1965: Retained earnings of companies ac quired in poolings of interests transactions ($12,427,000) and gain on disposition of Grace National Bank ($10,357,000). Principal "other surplus debits" follow: 1971-69: Dividends paid by pooled com- 1969; Net gain on sale of interest in Miller Brewing Co., $53,953,000; Nuclear Fuel Ser i panles prior to combination. 1968-65: Surplus appropriated. vices, Inc., $2,980,000; certain Dawbam Divi sion properties, $3,515,000; investment tax and d]Includes payroll taxes (1971, $34,475,000). other credits, $2,047,000; Divestment and ex Sin 1971 Co. changed accounting method propriation of certain Latin American and for certain investments in less than majority other businesses, $36,595,000; abandonment of owned subsidiaries from cost to equity meth certain chemical facilities, $10,000,000 (net of od. related income taxes, $28,379,000). 1968: Provision for loss of $32,000,000 on sale of Grace Line Inc. and other credit, $7,379,000 (net of related income taxes of $3,138,000). 1967: Gain (net of related U. S. income taxes of $566,000 on sale of investment in Ruberoid Co., $1,700,000 and gain after tax on sale of subsidiary, Adretta-Werke Weber Sc Bandow G.m.b.H., $2,296,000. S3At Dec, 31, 1(971, $53,000,000 not restricted under loan agreements. Restated Earnings (Includes data will re spect to companies acquired in poolings of interests transactions and reflects account- ing change): ESales Bine. IGDNet Sc Oper. Bef. Ex. Per In- GEJPer Rev. Items Share come Share 1970.. $2,014,774 $54,207 $1.99 $33,168 $1.18 1966: Gain (net of related U. S. taxes of <1969.. $3,581,000) on disposition of investment in Pan 1968.. American-Grace Airways, Inc. 1967.. 2.100.820 45,416 1.65 61,087 225 2,067,677 70,333 2.63 45,711 1.68 1,905,803 66,845 2.50 70,841 2.65 Principal "other surplus credits" follow: [Din thousands. 1971: Comprises $11,461,000 retained earn (3On average shares and common equiva ings of companies acquired in poolings of lents as reported by company. Source & Disposition sands): Source of Funds: Inc. before extraord. items Exrtxaord. item__ Depr. Sc depl._____ Deferred inc. tax. Min. int. Eq. min. own. sub. Incr. lg. tm. debt . Disp. of oth. prop. and equip._____ Sub. stk. sold_____ of Funds 1971 $49,527 12,200 64,240 3488 2,352 dr101 111,891 7,159 7.000 (in thou ID 1970 $54207 1.900 63,773 2,096 3.837 drl91 12,375 9,047 Total _________ Application of Funds: Cash dividends__ Cap. expenditures. Deer, in l.t.d._____ Work. cap. expropriated__ Work. cap. bus. sold . . $257,456 $36,284 90.731 38,831 $147,0*4 $33,669 <142,207 32,053 14,212 15,339 Incr. in misc. inv.. oth. assets and goodwill _______ Other, net- 41,067 cr7,791 10,161 8,741 Total _________ Incr. work. cap. ._ Restated. $169,122 $88234 $236,3i dS79.338 Gonoral Notes (a) Approximate allocation of sales and rev enues for year ended Dec. 31, 1971 (in miUio dollars): Chemicals: Industrial _______ Agricultural ___ Conv. plastics .. Consumer Products: Food Sc food serivee Other service bus. Hatco: Amount 416 280 106 544 168 27 Intermed. Sc spec, cbem. 93