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Chemfirst Inc – ‘11-K’ for 12/31/99

On:  Wednesday, 6/28/00, at 12:03pm ET   ·   For:  12/31/99   ·   Accession #:  950134-0-5338   ·   File #s:  1-12547, 333-35221   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 5/1/02 by the SEC on 5/1/02. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/00  Chemfirst Inc                     11-K®      12/31/99    2:42K                                    RR Donnelley

Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Form11-Kfor Fiscal Year End December 31, 1999         22     90K 
 2: EX-23.1     Consentofindependent Public Accountants                1      6K 


11-K   —   Form11-Kfor Fiscal Year End December 31, 1999
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
20Item 27a -. Schedule of Assets Held for Investment Purposes
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SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the period ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________ to ____________ ChemFirst Inc. Commission file number 333-157-89 ---------- CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 700 North Street Post Office Box 1249 Jackson, Mississippi 39215-1249 CHEMFIRST INC. 700 North Street Post Office Box 1249 Jackson, Mississippi 39215-1249
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Financial Statements and Schedule December 31, 1999 and 1998 (With Independent Auditors' Report Thereon)
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Index to Financial Statements and Schedule Independent Auditors' Report Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999, 1998, and 1997 Notes to Financial Statements Supplemental Schedule: I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1999 All other schedules are omitted because they are not required under Department of Labor Regulations.
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INDEPENDENT AUDITORS' REPORT The Employee Benefits Committee ChemFirst Inc.: We have audited the financial statements of ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan (the Plan) as listed in the accompanying index. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years ended December 31, 1999, 1998, and 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999 is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the December 31, 1999 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the December 31, 1999 basic financial statements taken as a whole. June 21, 2000
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998 [Download Table] 1999 1998 ------------ ------------ Investments: Mutual funds, at fair value (cost $34,636,243 and $35,298,195, respectively) $ 38,986,147 37,976,352 Participant loans, at cost which approximates fair value 1,636,526 2,113,205 ChemFirst Inc. common stock, at fair value (cost $7,354,499 and $7,968,854, respectively) (note 1(a)) 8,882,843 9,207,944 Placer Dome Inc. common stock, at fair value (cost $473,268 and $547,614, respectively) 1,706,090 2,040,317 Mississippi Chemical Corporation common stock, at fair value (cost $704,190 and $952,218, respectively) (note 1(a)) 192,660 574,518 ------------ ------------ Total investments 51,404,266 51,912,336 ------------ ------------ Receivables: Employers' contributions 163,114 374,399 Participants' contributions 9,921 273,037 ------------ ------------ Total receivables 173,035 647,436 ------------ ------------ Net assets available for benefits $ 51,577,301 52,559,772 ============ ============ See accompanying notes to financial statements. 2
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1999, 1998, and 1997 [Enlarge/Download Table] YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 1999 1998 1997 ------------ ------------ ------------ Contributions (note 6): Participants $ 2,832,024 3,062,823 2,538,650 Employers 1,543,179 1,879,664 1,582,170 ------------ ------------ ------------ Total contributions 4,375,203 4,942,487 4,120,820 ------------ ------------ ------------ Net investment income: Interest income 258,014 205,011 180,292 Dividend income: ChemFirst Inc. common stock 185,197 187,617 185,331 Placer Dome Inc. common stock 8,573 -- -- Mississippi Chemical Corporation common stock 11,793 19,408 32,507 Mutual funds 3,181,387 2,568,072 3,667,340 ------------ ------------ ------------ Total dividend income 3,386,950 2,775,097 3,885,178 ------------ ------------ ------------ Realized gains (losses) on investments, net (note 5): Mutual funds 1,202,623 414,069 609,712 ChemFirst Inc. common stock 449,756 440,434 916,031 Placer Dome Inc. common stock 147,297 220,096 544,213 Mississippi Chemical Corporation common stock (66,901) (47,487) (73,169) ------------ ------------ ------------ Net realized gains 1,732,775 1,027,112 1,996,787 ------------ ------------ ------------ Unrealized appreciation (depreciation) of investments, net (note 8) 1,567,291 (4,168,548) (297,879) Advisory fees (71,502) (79,692) (133,698) ------------ ------------ ------------ Net investment income (loss) 6,873,528 (241,020) 5,630,680 ------------ ------------ ------------ Rollovers (note 7) 88,799 770,718 522,231 Transfers of ESOP participant account balances (note 1(b)) -- -- 3,432,074 Withdrawals and terminations, net of forfeitures (6,045,915) (4,436,651) (2,903,167) Transfer of Callidus Technology, Inc. participant account balances (note 1(a)) (6,274,086) -- -- Transfer of fertilizer business participant account balances (note 1(a)) -- -- (2,826,097) ------------ ------------ ------------ Net increase (decrease) in assets available for benefits (982,471) 1,035,534 7,976,541 Net assets available for benefits: Beginning of period 52,559,772 51,524,238 43,547,697 ------------ ------------ ------------ End of period $ 51,577,301 52,559,772 51,524,238 ============ ============ ============ See accompanying notes to financial statements. 3
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (1) DESCRIPTION OF PLAN The following description of ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for more complete information. (a) CHANGE IN ORGANIZATION OF PLAN'S SPONSOR In December 1996, First Mississippi Corporation contributed all of its assets and subsidiaries, other than those relating to its fertilizer business, to ChemFirst Inc. (the Company or ChemFirst), which at the time was a wholly-owned subsidiary of First Mississippi Corporation. First Mississippi Corporation then spun off ChemFirst Inc. in a tax-free distribution of ChemFirst's common stock to First Mississippi Corporation's shareholders. This distribution occurred immediately before and in connection with the merger of First Mississippi Corporation with a wholly-owned subsidiary of Mississippi Chemical Corporation (MCC) on December 24, 1996. The merger consideration consisted of 0.3340026 shares of MCC stock in exchange for each share of First Mississippi Corporation stock. Cash was paid in settlement of fractional shares. In addition, First Mississippi Corporation debt was refinanced and increased to approximately $150,000,000 and then assumed by MCC. After the refinancing and payment of certain expenses, cash of approximately $50,000,000 was transferred to ChemFirst. These transactions were accounted for as a disposal of the fertilizer business of First Mississippi Corporation and a name change to ChemFirst Inc. The name of the Plan was also changed and the Plan's fiscal year was changed from June 30 to December 31. Effective December 31, 1999, the Company sold its wholly owned subsidiaries, Callidus Technology, Inc. and Plasma Energy Corporation. In connection with the spin-offs, certain participant accounts were transferred from the Plan. (b) GENERAL The ChemFirst Inc. 401(k) Savings Plan became effective July 1, 1974. The ChemFirst Inc. Employee Stock Ownership Plan became effective January 1, 1978. The two plans were merged and restated as the ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan effective January 1, 1997. The 401(k) Savings Plan is the surviving plan. The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan currently covers substantially all employees of the Company and its subsidiaries. (c) PARTICIPATION Effective January 1, 1998, an employee becomes a participant in the Plan on the first day of employment. Prior to January 1, 1998, an employee was eligible to participate in the Plan on (Continued) 4
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 the first day of the month which coincided with or next followed the completion of six months of employment. Also effective January 1, 1998, the Plan is available to all regular employees, defined as employees (whether full-time or part-time) hired to fill a specific position on a permanent basis and for whom the employer annually budgets compensation and benefits. Prior to January 1, 1998, the Plan was available to all employee classifications except leased employees, temporary employees, and members of a legally recognized collective bargaining unit not expressly granted permission to participate. Temporary employees included co-op students and persons hired for a specific period of time, a specific project, or group of assignments. (d) CONTRIBUTIONS The 401(k) provisions of the Plan allow deferral of tax by the participants on their contributions and earnings thereon. Plan participants may elect to contribute from 1% to 15% of monthly base pay to the Plan, subject to regulatory limitations. The Company matches these 401(k) contributions up to 4% of monthly base pay. At December 31, 1999, 1998, and 1997, 626, 849, and 809 participants, respectively, were participating in the Plan. Additionally, the Company may elect to make a contribution to the Plan under the employee stock ownership provisions of the Plan. The contribution, if any, will be an amount determined and authorized by the Board of Directors of the Company and will be allocated by the ratio of each eligible participant's compensation to the total compensation of all eligible participants. (e) INVESTMENT OPTIONS Participants may elect to have their 401(k) contributions and allocated earnings thereon invested in any combination of the following investment programs: (i) Capital Preservation Fund - Seeks to provide maximum current income that is consistent with the preservation of capital. (ii) Short-term Stability Fund - Seeks to preserve capital and modestly out perform inflation over time. (iii) Mid-term Balanced Fund - Seeks income and long-term growth of principal and income through investment in U. S. and international stocks and bonds. (iv) Vanguard Index 500 Fund - Seeks long-term growth of capital and income from dividends. (v) Long-term Growth Fund - Seeks growth potential over the long-term by investing in stocks of larger U. S. corporations and international companies. (vi) Aggressive Growth Fund - Primarily invests in small to medium size companies, including emerging markets. (vii) T. Rowe Price International Stock Fund - Seeks long-term capital growth by investing primarily in established foreign companies that have strong performance records, as well as attractive long-term prospects. (Continued) 5
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (viii) ChemFirst Inc. common stock (includes Mississippi Chemical Corporation common stock subsequent to December 23, 1996 - see note 1(a)). (ix) Placer Dome Inc. (formerly Getchell Gold Corporation) common stock (as of October 20, 1995, participants could no longer elect to allocate new contributions to this investment program). Any contributions for which a participant does not make an investment election are deposited in the Short-term Stability Fund. Employee Stock Ownership Plan (ESOP) contributions are invested in ChemFirst Inc. common stock. In addition to the investment options listed above, the Employee Benefits Committee may authorize establishing additional investment options consisting of such other securities or professionally managed funds as may be determined by unanimous action of the Committee. Notice of any such action must be communicated in writing to each participant. The following is a summary of the number of participants whose 401(k) contributions are invested in each investment option: [Enlarge/Download Table] CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM AGGRESSIVE PRESERVATION STABILITY BALANCED INDEX 500 GROWTH GROWTH FUND FUND FUND FUND FUND FUND -------------- -------------- -------------- -------------- -------------- -------------- Number of participants: December 31, 1999 55 289 373 183 543 184 December 31, 1998 57 459 547 -- 746 234 December 31, 1997 34 458 487 -- 654 164 PLACER T. ROWE PRICE CHEMFIRST INC. DOME INC. INTERNATIONAL COMMON COMMON STOCK FUND STOCK STOCK --------------- ---------------- ------------- Number of participants: December 31, 1999 43 432 178 December 31, 1998 -- 439 184 December 31, 1997 -- 394 207 [Enlarge/Download Table] EMPLOYERS' CONTRIBUTIONS ---------------------------------------------------------------------------------------------- CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM AGGRESSIVE PRESERVATION STABILITY BALANCED INDEX 500 GROWTH GROWTH FUND FUND FUND FUND FUND FUND -------------- -------------- -------------- -------------- -------------- -------------- Number of participants: December 31, 1999 55 302 374 184 542 183 December 31, 1998 57 489 550 -- 744 235 December 31, 1997 35 485 487 -- 656 164 EMPLOYERS' CONTRIBUTIONS --------------------------------------------------- PLACER T. ROWE PRICE CHEMFIRST INC. DOME INC. INTERNATIONAL COMMON COMMON STOCK FUND STOCK STOCK --------------- ---------------- ------------- Number of participants: December 31, 1999 43 453 185 December 31, 1998 -- 445 201 December 31, 1997 -- 404 230 (f) LOANS The Plan provides for participant loans. A participant can borrow up to 50% of the participant's vested 401(k) account balance, not to exceed $50,000 less the participant's highest outstanding loan balance during the previous twelve months. The minimum loan amount is $1,000 per loan, and three loans per participant may be outstanding at any time. The interest rate charged on loan balances is equal to the prime rate plus 1%, and the interest charged is credited to the borrowing participant's account. Maturities cannot exceed five years, except for loans made to purchase a primary residence, in which case the maturity cannot exceed 10 years. The participant must pay a $50 set-up fee and a $2.50 monthly administrative fee for each loan. (Continued) 6
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (g) PARTICIPANT ACCOUNTS Individual accounts are maintained for each participant to reflect the participants' contributions, related matching contribution, and allocated earnings or losses thereon. The fund investment options selected by participants allocate income or loss based on participant shares held in a particular fund investment option. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. (h) VESTING Participants' 401(k) contributions and allocated earnings or losses thereon are fully vested at all times and are not subject to forfeiture for any reason. Employers' 401(k) contributions and allocated earnings or losses thereon fully vest after a participant completes three years of service or upon a participant's retirement, disability or death, whichever occurs first. (i) FORFEITURES A participant's forfeiture of their employers' 401(k) contributions may be used to pay plan expenses and/or to reduce employers' 401(k) contributions in the year in which the forfeitures are determined to occur. A participant's forfeiture of their ESOP account balances is used to reduce the Company's ESOP contributions in the year in which the forfeitures are determined to occur. (j) BENEFITS Benefits are generally payable on termination, retirement, death, or disability. Benefits may be paid by either (a) lump-sum payment, (b) deferred payment, or (c) installment payments, as requested by the participant. The benefit payment options available to participants depend on the reason for the separation from service. (k) ADMINISTRATIVE EXPENSES Administrative expenses, with the exception of advisory fees, are generally paid by the Company, but may be paid by the Plan. Advisory fees are for the management of the mutual funds in which plan assets are invested and are paid by the Plan. (Continued) 7
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. (b) DIVIDENDS Dividend income is recorded as of the dividend record date. (c) INVESTMENTS Investments in cash and participant loans are stated at cost, which approximates fair value. Investments in ChemFirst Inc., Placer Dome Inc. and Mississippi Chemical Corporation common stocks and mutual funds are stated at quoted market value. Investment transactions are accounted for on the trade date basis. The Plan does not require any collateral or other security from the trustee to support the investments. (d) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (e) INCOME TAXES In a determination letter dated April 19, 2000, the Internal Revenue Service held that the Plan is exempt from income taxes in accordance with applicable provisions of the Internal Revenue Code. It also held that participant income taxes on contributions and earnings are deferred until such amounts are received by the participant or a beneficiary. The Plan has been amended since the effective date of the April 19, 2000 determination letter. The amended Plan documents are being submitted to the Internal Revenue Service for a letter of determination that the Plan continues to qualify as exempt from Federal taxes. In the opinion of the Plan Administrator, the Plan has operated within the terms of the Plan and is qualified and exempt under the applicable requirements of the Internal Revenue Code. (Continued) 8
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (f) SALES OF INVESTMENTS The cost of stock and mutual fund shares sold is determined based on the average cost of the shares. The cost of other investments is determined based on the individual cost of each issue. (g) PAYMENT OF BENEFITS Benefits are recorded when paid. (3) VOTING RIGHTS All common stock allocated to participants' accounts carries with it full voting privileges and any other rights that the stock might have. The Trustee votes such stock in accordance with the written instructions of the participants. Unallocated stock is voted by the Trustee as instructed by the Employee Benefits Committee. (4) ACQUISITION LOANS The Trustee may incur acquisition loans from time to time to finance the acquisition of ChemFirst Inc. common stock (ESOP financed shares) or to repay a prior acquisition loan. Acquisition loans are to be for a specific term, bear a reasonable rate of interest and are not payable on demand except in the event of default. An acquisition loan may be secured only by a pledge of the shares acquired. Financed shares are allocated to the participants only as payments are made on the acquisition loan. As of December 31, 1999 and 1998, no acquisition loans had been incurred by the Plan. (Continued) 9
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (5) INVESTMENT SALES A summary follows of net realized gains on sales of investments for the years ended December 31, 1999, 1998, and 1997: [Download Table] PROCEEDS CARRYING NET REALIZED FROM SALES VALUE GAINS ------------ ------------ ------------ December 31, 1999 Common stock $ 2,416,388 1,886,236 530,152 Mutual funds 17,664,528 16,461,905 1,202,623 ------------ ------------ ------------ $ 20,080,916 18,348,141 1,732,775 ============ ============ ============ December 31, 1998 Common stock $ 2,016,554 1,403,511 613,043 Mutual funds 9,812,895 9,398,826 414,069 ------------ ------------ ------------ $ 11,829,449 10,802,337 1,027,112 ============ ============ ============ December 31, 1997 Common stock $ 3,621,693 2,234,618 1,387,075 Mutual funds 12,774,245 12,164,533 609,712 ------------ ------------ ------------ $ 16,395,938 14,399,151 1,996,787 ============ ============ ============ (Continued) 10
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (6) PARTICIPANTS' AND EMPLOYERS' 401(k) AND ESOP CONTRIBUTIONS A summary follows of contributions by company for the years ended December 31, 1999, 1998, and 1997: [Download Table] PARTICIPANTS' EMPLOYERS' CONTRIBUTIONS CONTRIBUTION -------------- -------------- December 31, 1999 ChemFirst Inc. $ 413,399 219,899 First Chemical Corporation 922,085 452,340 Quality Chemicals, Inc. 392,711 234,485 FirstMiss Steel Inc. 143,605 95,006 EKC Technology, Inc. 358,466 184,177 Callidus Technologies, Inc. 601,758 357,272 -------------- -------------- $ 2,832,024 1,543,179 ============== ============== December 31, 1998 ChemFirst Inc. $ 406,543 246,998 First Chemical Corporation 951,337 530,221 Plasma Energy Corporation 24,789 12,902 Quality Chemicals, Inc. 408,413 289,504 FirstMiss Steel Inc. 171,030 112,591 EKC Technology, Inc. 347,205 195,407 Callidus Technologies, Inc. 753,506 492,041 -------------- -------------- $ 3,062,823 1,879,664 ============== ============== December 31, 1997 ChemFirst Inc. $ 332,091 212,204 First Chemical Corporation 790,443 455,124 Plasma Energy Corporation 68,653 37,961 Quality Chemicals, Inc. 373,405 253,225 FirstMiss Steel Inc. 143,018 100,204 EKC Technology, Inc. 215,716 117,703 Plasma Procesing Corporation 9,881 6,681 Callidus Technologies, Inc. 605,443 399,068 -------------- -------------- $ 2,538,650 1,582,170 ============== ============== (Continued) 11
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (7) ROLLOVERS AND TRANSFERS During the years ended December 31, 1999, 1998, and 1997 assets and participant accounts were rolled over or transferred from other qualified employee benefit plans to the Plan as follows: [Download Table] YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 1999 1998 1997 ------------ ------------ ------------ ChemFirst Inc. $ -- 2,065 2,224 First Chemical Corporation 27,982 30,113 153,165 Plasma Energy Corporation -- -- 39,948 Quality Chemicals, Inc. 7,045 27,486 -- FirstMiss Steel Inc. 4,613 3,568 59,897 EKC Technology, Inc. 14,043 394,903 9,669 Callidus Technologies, Inc. 35,116 312,583 257,328 ------------ ------------ ------------ $ 88,799 770,718 522,231 ============ ============ ============ (8) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS During the years ended December 31, 1999, 1998, and 1997 unrealized appreciation (depreciation) of the Plan's investments was as follows: [Download Table] YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 1999 1998 1997 ------------ ------------ ------------ Mutual funds $ 1,671,748 738,636 551,628 ChemFirst Inc. common stock 289,254 (4,688,552) 1,362,994 Placer Dome Inc. common stock (259,881) (126,176) (1,869,383) Mississippi Chemical Corporation common stock (133,830) (92,456) (343,118) ------------ ------------ ------------ $ 1,567,291 (4,168,548) (297,879) ============ ============ ============ (Continued) 12
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (9) PLAN INVESTMENTS The following investments exceeded 5% of net assets available for benefits at December 31, 1999 and 1998: [Enlarge/Download Table] DECEMBER 31, 1999 -------------------------------------------------- SHARES OR FACE CURRENT AMOUNT COST VALUE --------------- --------------- --------------- Mutual funds: Frank Russell Fixed Income III 388,666 $3,147,872 3,247,809 Frank Russell Equity I 87,968 2,726,839 3,295,290 Vanguard Index 500 Fund 31,053 3,741,289 4,202,371 Frank Russell Equity Q 275,981 9,990,894 11,467,021 Charles Schwab Retirement Money 3,165,384 3,165,384 3,165,384 ChemFirst Inc. common stock* 406,069 7,354,499 8,882,843 [Enlarge/Download Table] DECEMBER 31, 1998 -------------------------------------------------- SHARES OR FACE CURRENT AMOUNT COST VALUE --------------- --------------- --------------- Mutual funds: Frank Russell Fixed Income III 443,452 $4,334,304 4,532,082 Frank Russell Equity I 126,513 3,754,867 4,449,467 Frank Russell Equity II 96,080 2,848,589 2,972,709 Frank Russell Equity Q 329,825 11,172,110 13,265,566 ChemFirst Inc. common stock* 466,225 7,968,854 9,207,944 *Nonparticipant-directed (10) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right. (Continued) 13
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (11) INVESTMENT OPTION ALLOCATION The allocation of net assets available for benefits to investment option as of December 31, 1999 and 1998 follows: [Enlarge/Download Table] CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM PRESERVATION STABILITY BALANCED INDEX 500 GROWTH FUND FUND FUND FUND FUND ------------ ------------ ------------ ------------ ------------ December 31, 1999 Mutual funds $ 3,165,384 4,466,150 7,823,507 4,202,371 17,245,721 Participant loans 75,245 693,775 865,090 (41,325) 305,195 ChemFirst Inc. common stock -- -- -- -- -- Placer Dome Inc. common stock -- -- -- -- -- Mississippi Chemical Corporation common stock -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Total investments 3,240,629 5,159,925 8,688,597 4,161,046 17,550,916 Contributions receivable 1,567 3,023 2,984 35 5,920 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 3,242,196 5,162,948 8,691,581 4,161,081 17,556,836 ============ ============ ============ ============ ============ December 31, 1998 Mutual funds $ 1,094,822 5,661,904 10,494,318 -- 19,363,718 Participant loans 91,793 816,991 803,780 -- 494,560 ChemFirst Inc. common stock -- -- -- -- -- Placer Dome Inc. common stock -- -- -- -- -- Mississippi Chemical Corporation common stock -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Total investments 1,186,615 6,478,895 11,298,098 -- 19,858,278 Contributions receivable 14,775 43,009 101,702 -- 194,283 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 1,201,390 6,521,904 11,399,800 -- 20,052,561 ============ ============ ============ ============ ============ [Enlarge/Download Table] AGGRESSIVE T. ROWE CHEMFIRST INC. PLACER DOME GROWTH PRICE INTL. COMMON INC. FUND STOCK FUND STOCK COMMON STOCK COMBINED ------------ ------------ ------------ ------------ ------------ December 31, 1999 Mutual funds 1,867,152 215,862 -- -- 38,986,147 Participant loans (40,728) (5,729) (212,410) (2,587) 1,636,526 ChemFirst Inc. common stock -- -- 8,882,843 -- 8,882,843 Placer Dome Inc. common stock -- -- -- 1,706,090 1,706,090 Mississippi Chemical Corporation common stock -- -- 192,660 -- 192,660 ------------ ------------ ------------ ------------ ------------ Total investments 1,826,424 210,133 8,863,093 1,703,503 51,404,266 Contributions receivable 270 29 159,207 -- 173,035 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits 1,826,694 210,162 9,022,300 1,703,503 51,577,301 ============ ============ ============ ============ ============ December 31, 1998 Mutual funds 1,361,590 -- -- -- 37,976,352 Participant loans 8,065 -- (99,418) (2,566) 2,113,205 ChemFirst Inc. common stock -- -- 9,207,944 -- 9,207,944 Placer Dome Inc. common stock -- -- -- 2,040,317 2,040,317 Mississippi Chemical Corporation common stock -- -- 574,518 -- 574,518 ------------ ------------ ------------ ------------ ------------ Total investments 1,369,655 -- 9,683,044 2,037,751 51,912,336 Contributions receivable 38,118 -- 255,549 -- 647,436 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits 1,407,773 -- 9,938,593 2,037,751 52,559,772 ============ ============ ============ ============ ============ (Continued) 14
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (11) CONTINUED The allocation of changes in net assets available for benefits by investment option for the years ended December 31, 1999, 1998 and 1997 follows: [Enlarge/Download Table] CAPITAL SHORT-TERM MID-TERM VANGUARD LONG-TERM PRESERVATION STABILITY BALANCED INDEX 500 GROWTH FUND FUND FUND FUND FUND ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1996 $ 1,272,866 6,375,793 8,170,290 -- 14,018,558 Participants' contributions 27,535 296,112 598,227 -- 1,194,152 Employers' contributions 15,707 167,968 351,338 -- 635,144 Net investment income (loss) 43,803 309,188 1,151,391 -- 3,291,070 Rollovers 57,265 36,916 108,041 -- 265,937 Transfers of ESOP participant account balances -- -- -- -- -- Withdrawals and terminations, net (1,183,496) (397,064) (371,589) -- (803,209) Transfers due to participants' selection of investment option 853,500 (465,569) (235,715) -- 456,777 Transfer of fertilizer business participant account balances (6,559) (609,596) (636,283) -- (1,457,836) ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1997 1,080,621 5,713,748 9,135,700 -- 17,600,593 Participants' contributions 53,841 298,347 693,491 -- 1,437,942 Employers' contributions 28,758 174,497 388,166 -- 760,335 Net investment income (loss) 39,933 335,018 1,387,388 -- 2,097,709 Rollovers 86,877 2,583 130,463 -- 320,812 Withdrawals and terminations, net (1,333,916) (561,337) (671,548) -- (921,472) Transfers due to participants' selection of investment option 1,245,276 559,048 336,140 -- (1,243,358) ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1998 1,201,390 6,521,904 11,399,800 -- 20,052,561 Participants' contributions 50,358 235,458 596,485 376,140 1,131,445 Employers' contributions (139,364) 143,952 342,345 177,848 628,418 Net investment income (loss) 81,618 144,879 922,308 574,033 3,725,730 Rollovers 736 948 13,095 19,043 43,968 Withdrawals and terminations, net (1,147,487) (1,290,113) (1,033,630) (157,589) (1,388,626) Transfer of Callidus Technology, Inc. participant account balances (427,896) (812,076) (1,582,193) (235,048) (2,091,701) Transfers due to participants' selection of investment option 3,622,841 217,996 (1,966,629) 3,406,654 (4,544,959) ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1999 $ 3,242,196 5,162,948 8,691,581 4,161,081 17,556,836 ============ ============ ============ ============ ============ AGGRESSIVE T. ROWE CHEMFIRST INC. PLACER DOME GROWTH PRICE INTL. COMMON INC. FUND STOCK FUND STOCK COMMON STOCK COMBINED ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1996 439,830 -- 8,971,094 4,299,266 43,547,697 Participants' contributions 176,995 -- 245,629 -- 2,538,650 Employers' contributions 89,384 -- 322,629 -- 1,582,170 Net investment income (loss) 81,471 -- 2,080,923 (1,327,166) 5,630,680 Rollovers 32,422 -- 21,650 -- 522,231 Transfers of ESOP participant account balances -- -- 3,432,074 -- 3,432,074 Withdrawals and terminations, net (12,473) -- (117,301) (18,035) (2,903,167) Transfers due to participants' selection of investment option 565,426 -- (517,162) (657,257) -- Transfer of fertilizer business participant account balances -- -- (115,654) (169) (2,826,097) ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1997 1,373,055 -- 14,323,882 2,296,639 51,524,238 Participants' contributions 296,482 -- 282,720 -- 3,062,823 Employers' contributions 152,763 -- 375,145 -- 1,879,664 Net investment income (loss) (19,335) -- (4,174,765) 93,032 (241,020) Rollovers 195,127 -- 34,856 -- 770,718 Withdrawals and terminations, net (158,278) -- (731,693) (58,407) (4,436,651) Transfers due to participants' selection of investment option (432,041) -- (171,552) (293,513) -- ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1998 1,407,773 -- 9,938,593 2,037,751 52,559,772 Participants' contributions 234,480 20,138 187,520 -- 2,832,024 Employers' contributions 118,692 9,631 261,657 -- 1,543,179 Net investment income (loss) 734,627 51,078 743,865 (104,610) 6,873,528 Rollovers 7,112 1,868 2,029 -- 88,799 Withdrawals and terminations, net (183,802) (8,665) (780,721) (55,282) (6,045,915) Transfer of Callidus Technology, Inc. participant account balances (246,832) (29,772) (822,241) (26,327) (6,274,086) Transfers due to participants' selection of investment option (245,356) 165,884 (508,402) (148,029) -- ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1999 1,826,694 210,162 9,022,300 1,703,503 51,577,301 ============ ============ ============ ============ ============ (Continued) 15
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999, 1998 and 1997 (12) SUBSEQUENT EVENT In February 2000, the Company sold its wholly owned subsidiary FirstMiss Steel, Inc. The former employees of FirstMiss Steel, Inc. have the option to transfer their account balances into other qualified plans. A determination has not yet been made on the ultimate effect this sale will have on Plan assets. 16
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Plan Sponsor: ChemFirst Inc. Plan Sponsor EIN: 64-0679456 Plan Number: 002 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1999 [Enlarge/Download Table] SHARES OR CURRENT FACE VALUE COST VALUE ------------------------------- ----------------- ----------------- Mutual funds: Baron Asset 0.7% 6,507 $ 324,849 382,421 Frank Russell Emerging Markets 4.7% 192,025 2,067,875 2,404,152 Frank Russell Equity I 6.4% 87,968 2,726,839 3,295,290 Frank Russell Equity II 5.0% 72,159 2,161,438 2,576,803 Frank Russell Equity Q 22.2% 275,981 9,990,894 11,467,021 Frank Russell Fixed Income I 2.4% 61,298 1,289,056 1,242,504 Frank Russell Fixed Income III 6.3% 338,666 3,147,872 3,247,809 Frank Russell International 2.5% 27,435 1,031,024 1,280,408 Frank Russell Real Estate Securities 1.5% 34,897 879,187 797,744 Managers Special Equity 0.8% 4,622 289,353 422,505 Morley Stable Value 3.9% 142,210 1,795,475 2,016,450 PBHG Growth 1.7% 18,600 488,304 881,281 Frank Russell Short Term Bond Fund 2.3% 66,955 1,228,418 1,207,196 Charles Schwab Retirement Money 6.1% 3,165,384 3,165,384 3,165,384 T. Rowe Price International Stock Fund 0.4% 11,343 183,607 215,862 Vanguard Index 500 Fund 8.1% 31,053 3,741,289 4,202,371 Warburg Pincus Emerging Markets 0.4% 14,395 125,379 180,946 ----------- ---------- 34,636,243 38,986,147 Participant loans, interest rates of 8.75% to 10.0%, maturities from 1 month to 10 years 3.2% 1,636,526 -- 1,636,526 *ChemFirst Inc. common stock 17.2% 406,069 7,354,499 8,882,843 Getchell Gold Corporation common stock 3.3% 158,706 473,268 1,706,090 Mississippi Chemical Corporation common stock 0.4% 31,137 704,190 192,660 ----------- ---------- $43,168,200 51,404,266 =========== ========== * ChemFirst Inc. is a party-in-interest. See accompanying independent auditors' report. Note - Percentages are determined by dividing the fair value of investments by net assets available for benefits. 17
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Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Date: June 27, 2000 /s/ J. Steve Chustz ------------------------- J. Steve Chustz Member, Employee Benefits Committee Date: June 27, 2000 /s/ William Kemp ------------------------- William Kemp Member, Employee Benefits Committee Date: June 27, 2000 /s/ George Simmons ------------------------- George Simmons Member, Employee Benefits Committee Date: June 27, 2000 /s/ R. Michael Summerford ------------------------- R. Michael Summerford Member, Employee Benefits Committee
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CHEMFIRST INC. 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN INDEX TO EXHIBITS [Download Table] EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1 Independent Auditors' Consent

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