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Chemfirst Inc · 11-K · For 12/31/97

Filed On 6/26/98   ·   Accession Number 950134-98-5522   ·   SEC Files 1-12547, 333-35221

This Filing's "Filed As Of" Date was Corrected by the SEC on 5/1/02.

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

 6/26/98  Chemfirst Inc                     11-K®      12/31/97    2:47K                                    Bowne of Dallas I..01/FA

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 Period End December 31, 1997              26    104K 
 2: EX-23.1     Consentofindependent Public Accountants                1      6K 


11-K   —   Form11-Kfor Period End December 31, 1997
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
23Item 27a -. Schedule of Assets Held for Investment Purposes
24Item 27d -. Schedule of Reportable Transactions
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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, 1997 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 Schedules December 31, 1997 and 1996 and June 30, 1996 and 1995 (With Independent Auditors' Report Thereon)
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CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Index to Financial Statements and Schedules Independent Auditors' Report Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996 Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 1997 the six months ended December 31, 1996 and the years ended June 30, 1996 and 1995 Notes to Financial Statements Supplemental Schedules: I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 II. Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 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 and supplemental schedules of ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan (the Plan) as listed in the accompanying index. These financial statements and supplemental schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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, 1997 and 1996 and the changes in net assets available for benefits for the year ended December 31, 1997, the six months ended December 31, 1996 and each of the years in the two-year period ended June 30, 1996, 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 schedules referred to above are not a required part of the basic financial statements but are supplementary information required by Regulation S-X or by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the December 31, 1997 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the December 31, 1997 basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK LLP ---------------------------------- KPMG Peat Marwick LLP May 21, 1998
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CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Statements of Net Assets Available for Benefits December 31, 1997 and 1996 [Enlarge/Download Table] 1997 1996 ---- ---- Investments: Mutual funds, at fair value (cost $30,547,600 and $26,627,157, respectively) $ 32,487,121 28,015,051 Participant loans, at cost which approximates fair value 2,026,549 1,811,942 ChemFirst Inc. common stock, at fair value (cost $7,223,665 and $2,987,903, respectively) (note 1(a)) 13,151,307 6,641,672 Getchell Gold Corporation common stock, at fair value (cost $680,324 and $809,816, respectively) (note 1(a)) 2,299,203 4,299,266 Mississippi Chemical Corporation common stock, at fair value (cost $1,285,618 and $2,254,308, respectively) (note 1(a)) 1,000,374 2,302,273 -------------- --------------- Total investments 50,964,554 43,070,204 -------------- --------------- Receivables: Employers' and participants' contributions 558,914 316,110 Dividends -- 158,383 Due from participants 770 3,000 -------------- --------------- Total receivables 559,684 477,493 -------------- --------------- Net assets available for benefits $ 51,524,238 43,547,697 ============== =============== See accompanying notes to financial statements.
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CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Statements of Changes in Net Assets Available for Benefits Year ended December 31, 1997, six months ended December 31, 1996 and years ended June 30, 1996 and 1995 [Enlarge/Download Table] Year ended Six months ended Year ended June 30, December 31, December 31, ---------------------- 1997 1996 1996 1995 ----------- ----------------- ---------- ---------- Contributions (note 6): Participants $2,538,650 1,261,378 2,411,273 2,435,199 Employers 1,582,170 698,150 1,366,279 1,449,582 ---------- ---------- ---------- ---------- Total contributions 4,120,820 1,959,528 3,777,552 3,884,781 ---------- ---------- ---------- ---------- Investment income: Interest income 180,292 86,126 125,679 117,506 Dividend income: ChemFirst Inc. common stock (note 1(a)) 185,331 56,836 102,070 89,244 Mississippi Chemical Corporation common stock 32,507 -- -- -- Mutual funds 3,667,340 1,743,620 1,664,078 1,148,652 ---------- ---------- ---------- ---------- Total dividend income 3,885,178 1,800,456 1,766,148 1,237,896 ---------- ---------- ---------- ---------- Realized gains (losses) on investments, net (note 5): Mutual funds 609,712 789,885 578,166 26,673 ChemFirst Inc. common stock (note 1(a)) 916,031 1,441,326 861,525 599,385 Getchell Gold Corporation common stock (note 1(a)) 544,213 510,129 1,384,241 130,327 Mississippi Chemical Corporation common stock (73,169) -- -- -- ---------- ---------- ---------- ---------- Net realized gains 1,996,787 2,741,340 2,823,932 756,385 ---------- ---------- ---------- ---------- Unrealized appreciation (depreciation) of investments, net (note 8) (297,879) 696,374 969,120 6,170,323 Advisory fees (133,698) (21,489) (109,095) (148,168) ---------- ---------- ---------- ---------- Net investment income 5,630,680 5,302,807 5,575,784 8,133,942 ---------- ---------- ---------- ---------- (Continued)
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2 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Statements of Changes in Net Assets Available for Benefits [Enlarge/Download Table] Year ended Six months ended Year ended June 30, December 31, December 31, ---------------------- 1997 1996 1996 1995 ----------- ----------------- ---------- ---------- Rollovers (note 7) 522,231 351,534 240,514 65,847 Transfers of ESOP participant account balances (note 1(b)) 3,432,074 -- -- -- Transfers from PCS Phosphates, Inc. Employee Savings Plan (note 7) -- -- 133,944 -- Withdrawals and terminations, net of forfeitures (2,903,167) (1,563,277) (1,870,551) (1,596,682) Transfer of Getchell Gold Corporation participant account balances (note 1(a)) -- -- (3,084,813) -- Transfer of fertilizer business participant account balances (note 1(a)) (2,826,097) -- -- -- ------------ ------------ ------------ ------------ Net increase in assets available for benefits 7,976,541 6,050,592 4,772,430 10,487,888 Net assets available for benefits: Beginning of period 43,547,697 37,497,105 32,724,675 22,236,787 ------------ ------------ ------------ ------------ End of period $ 51,524,238 43,547,697 37,497,105 32,724,675 ============ ============ ============ ============ See accompanying notes to financial statements.
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CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1997 and 1996 (1) Description of Plan The following brief description of ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan (the Plan) is provided for general information purposes only. 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 and had engaged in no business activities during the previous five years. 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. Receipt of the MCC shares in exchange for First Mississippi Corporation stock resulted in a realized gain of $1,513,202 based on the excess of the fair value of the shares on the date of the exchange over their apportioned cost. In connection with the spin-off, some of the participant accounts of employees of the fertilizer business, which was acquired by Mississippi Chemical Corporation, were transferred from the Plan during 1997. (Continued)
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2 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements On October 20, 1995, First Mississippi distributed its shares of Getchell Gold Corporation to the First Mississippi shareholders in a spin-off transaction. In connection with the spin-off, the participant accounts of employees of Getchell Gold Corporation were transferred from the Plan during the year ended June 30, 1996. (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) Eligibility An employee is eligible to participate in the Plan on the first day of the month which coincides with or next follows the completion of six months of employment. Beginning January 1, 1998, an employee will become a participant in the Plan on the first day of employment. The Plan is 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 include 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, 1997 and 1996 and at June 30, 1996 and 1995, 809, 925, 924 and 990 participants, respectively, were participating in the Plan. (Continued)
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3 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements 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 - This fund was established in 1995 and consists primarily of investments in money market instruments. (ii) Short-term Stability Fund - Consists primarily of investments in fixed income mutual funds. (iii) Mid-term Balanced Fund - Consists primarily of investments in fixed income and equity mutual funds. (iv) Long-term Growth Fund - Consists primarily of investments in equity mutual funds. (v) Aggressive Growth Fund - This fund was established in 1996 and consists primarily of investments in small cap and emerging market mutual funds. (vi) ChemFirst Inc. common stock (includes Mississippi Chemical Corporation common stock subsequent to December 23, 1996 - see note 1(a)). (vii) Getchell Gold Corporation common stock (as of October 20, 1995, participants could no longer elect to allocate new contributions to this investment program - see note 1(a)). 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. (f) Loans The Plan also 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. (Continued)
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4 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements 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. 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] Participants' contributions ---------------------------------------------------------------------- Capital Short-term Mid-term Long-term Aggressive Preservation Stability Balanced Growth Growth Fund Fund Fund Fund Fund ------------ ---------- -------- --------- ---------- Number of participants: December 31, 1997 34 458 487 654 164 ===== ====== ===== ===== ===== December 31, 1996 30 596 507 657 44 ===== ====== ===== ===== ===== June 30, 1996 27 684 500 635 - ===== ====== ===== ===== ===== June 30, 1995 11 725 577 618 - ===== ====== ===== ===== ===== Participants' contributions --------------------------------- Getchell Gold ChemFirst Inc. Corporation common stock common stock ------------- ------------- Number of participants: December 31, 1997 394 207 ====== ====== December 31, 1996 401 260 ====== ====== June 30, 1996 384 293 ====== ====== June 30, 1995 352 169 ====== ====== Employers' contributions ---------------------------------------------------------------------- Capital Short-term Mid-term Long-term Aggressive Preservation Stability Balanced Growth Growth Fund Fund Fund Fund Fund ------------ ---------- -------- --------- ---------- Number of participants: December 31, 1997 35 485 487 656 164 ===== ====== ===== ===== ===== December 31, 1996 31 622 510 666 44 ===== ====== ===== ===== ===== June 30, 1996 27 695 502 640 - ===== ====== ===== ===== ===== June 30, 1995 11 741 575 619 - ===== ====== ===== ===== ===== Employer's Contributions --------------------------------- Getchell Gold ChemFirst Inc. Corporation common stock common stock ------------- ------------- Number of participants: December 31, 1997 404 230 ====== ====== December 31, 1996 414 286 ====== ====== June 30, 1996 411 321 ====== ====== June 30, 1995 392 191 ====== ====== (Continued)
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5 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (g) Participant Accounts Participant accounts are maintained individually and in the aggregate for each investment option. Each participant's account is credited with its investment earnings and the portion of the employers' contributions allocated to it. Participant benefits are provided solely from each individual participant's account. (h) Vesting Participants' 401(k) contributions and allocated earnings thereon are fully vested at all times and are not subject to forfeiture for any reason. Employers' 401(k) contributions and allocated earnings thereon fully vest after a participant completes three years of service or upon a participant's retirement, disability or death, whichever occurs first. Prior to January 1, 1997, participants' ESOP account balances vested 10% after 1 year of service, 25% after 2 years of service and 100% after 3 years of service. Beginning January 1, 1997, participants' ESOP account balances fully vest after a participant completes three years of service. (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) 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)
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6 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (2) Summary of Significant Accounting Policies The following are the significant accounting policies followed by the Plan: (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., Getchell Gold Corporation and Mississippi Chemical Corporation common stocks and mutual funds are stated at quoted market value. Investment transactions are accounted for on the trade date. 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 the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (e) Income Taxes In determination letters dated April 22, 1998, 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. (Continued)
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7 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements The Plan has been amended since the effective date of the April 22, 1998 determination letters. The amended Plan documents have been 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. (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. (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, 1997 and 1996, no acquisition loans had been incurred by the Plan. (Continued)
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8 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (5) Investment Sales A summary follows of net realized gains on sales of investments for the year ended December 31, 1997, the six months ended December 31, 1996 and the years ended June 30, 1996 and 1995: [Download Table] Proceeds Carrying Net realized from sales value gains ----------- ----------- ------------ 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 =========== =========== =========== December 31, 1996 Common stock $ 1,199,418 456,827 742,591 Mutual funds 18,779,705 17,989,820 789,885 ----------- ----------- ----------- $19,979,123 18,446,647 1,532,476 =========== =========== Gain recognized on exchange for MCC shares (note 1) 1,208,864 ----------- $ 2,741,340 =========== June 30, 1996 Common stock $ 4,995,315 2,749,549 2,245,766 Mutual funds 10,885,936 10,307,770 578,166 ----------- ----------- ----------- $15,881,251 13,057,319 2,823,932 =========== =========== =========== June 30, 1995 Common stock $ 2,810,662 2,080,950 729,712 Mutual funds 5,636,596 5,609,923 26,673 ----------- ----------- ----------- $ 8,447,258 7,690,873 756,385 =========== =========== =========== (Continued)
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9 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (6) Participants' and Employers' 401(k) and ESOP Contributions A summary follows of contributions by company: [Download Table] Participants' Employers' contributions contributions ------------- ------------- Year ended 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 Processing Corporation 9,881 6,681 Callidus Technologies, Inc. 605,443 399,068 ------------ ------------- $ 2,538,650 1,582,170 ============ ============= Six months ended December 31, 1996: ChemFirst Inc. $ 162,212 95,460 First Chemical Corporation 328,446 177,827 Plasma Energy Corporation 41,900 21,893 Quality Chemicals, Inc. 171,448 102,812 FirstMiss Steel Inc. 70,359 41,972 AMPRO Fertilizer, Inc. 99,177 44,871 EKC Technology, Inc. 82,908 35,873 Plasma Processing Corporation 41,056 23,678 Callidus Technologies, Inc. 263,872 153,764 ------------ ------------- $ 1,261,378 698,150 ============ ============= Year ended June 30, 1996: First Mississippi Corporation $ 307,472 185,292 First Chemical Corporation 603,108 339,862 Getchell Gold Corporation 133,022 68,514 Plasma Energy Corporation 82,786 42,062 Quality Chemicals, Inc. 334,447 198,847 FirstMiss Steel Inc. 137,734 83,246 AMPRO Fertilizer, Inc. 160,017 75,243 (Continued)
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10 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (6), Continued [Download Table] Participants' Employers' contributions contributions ------------- ------------- Year ended June 30, 1996, continued: EKC Technology, Inc. 161,603 73,043 Plasma Processing Corporation 103,875 63,533 Callidus Technologies, Inc. 387,209 236,637 ------------ ------------- $ 2,411,273 1,366,279 ============ ============= Year ended June 30, 1995: First Mississippi Corporation $ 231,904 152,847 First Chemical Corporation 603,924 375,042 Getchell Gold Corporation 402,943 206,238 Plasma Energy Corporation 77,110 45,319 Quality Chemicals, Inc. 328,803 198,853 FirstMiss Steel Inc. 122,452 93,402 AMPRO Fertilizer, Inc. 147,885 72,810 EKC Technology, Inc. 135,972 60,775 Plasma Processing Corporation 94,485 65,492 Callidus Technologies, Inc. 289,721 178,804 ------------ ------------- $ 2,435,199 1,449,582 ============ ============= (7) Rollovers and Transfers During the year ended December 31, 1997, the six months ended December 31, 1996 and the years ended June 30, 1996 and 1995, 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 Six months ended June 30, December 31, December 31, ---------------- 1997 1996 1996 1995 ------------ ---------------- ---- ---- ChemFirst Inc. (note 1 (a)) $ 2,224 4,529 76,919 - First Chemical Corporation 153,165 91,626 18,926 805 Getchell Gold Corporation - - - 41,957 Plasma Energy Corporation 39,948 - 30,813 - Quality Chemical, Inc. - - 5,088 - FirstMiss Steel, Inc. 59,897 61,844 3,006 3,895 EKC Technology, Inc. 9,669 - 34,857 4,216 Plasma Processing Corporation - - 77 - Callidus Technologies, Inc. 257,328 193,535 70,828 14,974 ---------- ------- ------- ------ $ 522,231 351,534 240,514 65,847 ========== ======= ======= ====== (Continued)
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11 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements In April 1996, ChemFirst Inc. obtained a 50% interest in FirstMiss Fertilizer, LP, an ammonia storage terminal facility. As a part of this acquisition, the Companies hired seven employees from the seller of the facility. A "plan-to-plan" transfer of these employees' account balances (including loan balances) aggregating $133,944 was completed between the PCS Phosphates, Inc. Employee Savings Plan and the Plan. (8) Unrealized Appreciation (Depreciation) of Investments During the year ended December 31, 1997, the six months ended December 31, 1996 and the years ended June 30, 1996 and 1995, unrealized appreciation (depreciation) of the Plan's investments was as follows: [Enlarge/Download Table] Year ended Six months ended Year ended June 30, December 31, December 31, ------------------------ 1997 1996 1996 1995 ------------ ---------------- ---- ---- Mutual funds $ 551,628 (496,629) 768,018 1,164,775 ChemFirst Inc. common stock (note 1(a)) 1,362,994 542,862 (1,328,202) 4,206,502 Getchell Gold Corporation common stock (1,869,383) 602,177 1,529,304 799,046 Mississippi Chemical Corporation common stock (343,118) 47,964 - - ------------ ---------- ---------- --------- $ (297,879) 696,374 969,120 6,170,323 ============ ========== ========== ========= (Continued)
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12 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (9) Investment Option Allocation The allocation of net assets available for benefits to investment option as of December 31, 1997 and 1996 follows: [Enlarge/Download Table] Capital Short-term Mid-term Long-term Preservation Stability Balanced Growth Fund Fund Fund Fund ------------ ------------ ----------- ----------- December 31, 1997: Mutual funds $ 1,001,211 4,844,715 8,284,373 17,001,744 Participant loans 74,449 829,329 761,443 421,755 ChemFirst Inc. common stock -- -- -- -- Getchell Gold Corporation common stock -- -- -- -- Mississippi Chemical Corporation common stock -- -- -- -- ----------- ----------- ----------- ----------- Total investments 1,075,660 5,674,044 9,045,816 17,423,499 ----------- ----------- ----------- ----------- Receivables: Employers' and participants' contributions 4,191 39,704 89,884 177,094 Due from participants 770 -- -- -- ----------- ----------- ----------- ----------- Total receivables 4,961 39,704 89,884 177,094 ----------- ----------- ----------- ----------- Net assets available for benefits $ 1,080,621 5,713,748 9,135,700 17,600,593 =========== =========== =========== =========== December 31, 1996: Mutual funds $ 1,180,793 5,521,730 7,416,505 13,460,200 Participant loans 86,270 802,993 635,374 298,744 ChemFirst Inc. common stock -- -- -- -- Getchell Gold Corporation common stock -- -- -- -- Mississippi Chemical Corporation common stock -- -- -- -- ----------- ----------- ----------- ----------- Total investments 1,267,063 6,324,723 8,051,879 13,758,944 ----------- ----------- ----------- ----------- Receivables: Employers' and participants' contributions 2,803 41,776 75,712 150,033 Dividends -- 9,294 42,699 109,581 Due from participants 3,000 -- -- -- ----------- ----------- ----------- ----------- Total receivables 5,803 51,070 118,411 259,614 ----------- ----------- ----------- ----------- Net assets available for benefits $ 1,272,866 6,375,793 8,170,290 14,018,558 =========== =========== =========== =========== Aggressive Getchell Gold Growth ChemFirst Inc. Corporation Fund common stock common stock Combined ---------- ------------ ------------- -------- December 31, 1997: Mutual funds 1,355,078 -- -- 32,487,121 Participant loans (10,560) (47,303) (2,564) 2,026,549 ChemFirst Inc. common stock -- 13,151,307 -- 13,151,307 Getchell Gold Corporation common stock -- -- 2,299,203 2,299,203 Mississippi Chemical Corporation common stock -- 1,000,374 -- 1,000,374 ---------- ---------- ---------- ----------- Total investments 1,344,518 14,104,378 2,296,639 50,964,554 ---------- ---------- ---------- ----------- Receivables: Employers' and participants' contributions 28,537 219,504 -- 558,914 Due from participants -- -- -- 770 ---------- ---------- ---------- ----------- Total receivables 28,537 219,504 -- 559,684 ---------- ---------- ---------- ----------- Net assets available for benefits 1,373,055 14,323,882 2,296,639 51,524,238 ========== ========== ========== =========== December 31, 1996: Mutual funds 435,823 -- -- 28,015,051 Participant loans (3,537) (7,902) -- 1,811,942 ChemFirst Inc. common stock -- 6,641,672 -- 6,641,672 Getchell Gold Corporation common stock -- -- 4,299,266 4,299,266 Mississippi Chemical Corporation common stock -- 2,302,273 -- 2,302,273 ---------- ---------- ---------- ----------- Total investments 432,286 8,936,043 4,299,266 43,070,204 ---------- ---------- ---------- ----------- Receivables: Employers' and participants' contributions 10,735 35,051 -- 316,110 Dividends (3,191) -- -- 158,383 Due from participants -- -- -- 3,000 ---------- ---------- ---------- ----------- Total receivables 7,544 35,051 -- 477,493 ---------- ---------- ---------- ----------- Net assets available for benefits 439,830 8,971,094 4,299,266 43,547,697 ========== ========== ========== =========== (Continued)
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13 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN (9), continued The allocation of changes in net assets available for benefits to investment option for the year ended December 31, 1997, the six months ended December 31, 1996 and the years ended June 30, 1996 and 1995 follows: [Enlarge/Download Table] Capital Short-term Mid-term Long-term Aggressive Preservation Stability Balanced Growth Growth Fund Fund Fund Fund Fund ------------ ------------ ----------- ----------- ---------- Net assets available for benefits at June 30, 1994 $ -- 7,809,427 5,396,179 3,922,601 - Participants' contributions 1,531 613,583 710,626 959,697 - Employers' contributions 984 334,753 408,253 557,478 - Net investment income 130 610,578 775,668 898,740 - Rollovers -- 17,065 7,606 3,968 - Withdrawals and terminations, net -- (821,887) (160,543) (184,143) - Transfers due to participants' selection of investment option 47,591 (411,343) (380,394) 1,686,632 - ----------- ----------- ----------- ----------- - Net assets available for benefits at June 30, 1995 50,236 8,152,176 6,757,395 7,844,973 - Participants' contributions 17,006 449,340 642,829 1,112,762 - Employers' contributions 10,107 246,029 376,975 619,602 - Net investment income (loss) 24,936 342,115 905,231 1,711,315 - Rollovers 22,809 17,038 91,809 75,917 - Transfers from PSC Phosphates, Inc. Employee Savings Plan -- 54,483 1,976 76,826 - Withdrawals and terminations, net (38,828) (477,385) (231,066) (972,837) - Transfers due to participants' selection of investment option 876,729 (1,271,897) 333,714 1,741,434 - Transfer of Getchell Gold Corporation participant account balances (10,554) (900,488) (1,265,469) (655,993) - ----------- ----------- ----------- ----------- - Net assets available for benefits at June 30, 1996 952,441 6,611,411 7,613,394 11,553,999 - Getchell Gold ChemFirst Inc. Corporation common stock common stock Combined ------------ ------------- -------- Net assets available for benefits 4,506,912 601,668 22,236,787 at June 30, 1994 107,400 42,362 2,435,199 Participants' contributions 76,328 71,786 1,449,582 Employers' contributions 4,915,803 933,023 8,133,942 Net investment income -- 37,208 65,847 Rollovers (410,418) (19,691) (1,596,682) Withdrawals and terminations, net Transfers due to participants' (836,927) (105,559) -- selection of investment option ----------- ----------- ----------- Net assets available for benefits 8,359,098 1,560,797 32,724,675 at June 30, 1995 170,566 18,770 2,411,273 Participants' contributions 103,667 9,899 1,366,279 Employers' contributions (1,282,911) 3,875,098 5,575,784 Net investment income (loss) 32,941 -- 240,514 Rollovers Transfers from PSC Phosphates, Inc. 659 -- 133,944 Employee Savings Plan (81,791) (68,644) (1,870,551) Withdrawals and terminations, net Transfers due to participants' (1,031,066) (648,914) -- selection of investment option Transfer of Getchell Gold Corporation (90,726) (161,583) (3,084,813) participant account balances ----------- ----------- ----------- Net assets available for benefits 6,180,437 4,585,423 37,497,105 at June 30, 1996 (Continued)
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14 CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN (9), continued [Enlarge/Download Table] Capital Short-term Mid-term Long-term Preservation Stability Balanced Growth Fund Fund Fund Fund ------------ ------------ ----------- ----------- Net assets available for benefits at June 30, 1996 952,441 6,611,411 7,613,394 11,553,999 Participants' contributions 10,557 171,313 311,837 632,574 Employers' contributions 6,173 94,420 183,599 341,214 Net investment income 30,853 156,405 524,367 1,389,452 Rollovers 176,850 21,163 23,598 125,013 Withdrawals and terminations, net (201,484) (546,085) (323,320) (293,484) Transfers due to participants' selection of investment option 297,476 (132,834) (163,185) 269,790 ----------- ----------- ----------- ----------- 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 (note 1(a)) (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 =========== =========== =========== =========== Aggressive Getchell Gold Growth ChemFirst Inc. Corporation Fund common stock common stock Combined ----------- ------------ ------------- -------- Net assets available for benefits at June 30, 1996 -- 6,180,437 4,585,423 37,497,105 Participants' contributions 13,795 121,302 -- 1,261,378 Employers' contributions 6,150 66,594 -- 698,150 Net investment income 1,634 2,484,282 715,814 5,302,807 Rollovers -- 4,841 69 351,534 Withdrawals and terminations, net -- (130,623) (68,281) (1,563,277) Transfers due to participants' selection of investment option 418,251 244,261 (933,759) -- ----------- ----------- ----------- ----------- 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 (note 1(a)) -- (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 =========== =========== =========== =========== (Continued)
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CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements (10) Plan Investments The following investments exceeded 5% of net assets available for benefits at December 31, 1997 and 1996: [Enlarge/Download Table] December 31, 1997 ------------------------------------------- Shares or face Carrying amount Cost value ------- ---- -------- Mutual funds: Frank Russell Fixed Income III 360,401 $ 3,484,678 3,755,377 Frank Russell Equity I 109,715 3,151,841 3,347,410 Frank Russell Equity Q 320,713 10,482,126 11,513,590 ChemFirst Inc. common stock 465,533 7,223,665 13,151,307 December 31, 1996 ------------------------------------------- Shares or face Carrying amount Cost value ------- ---- -------- Mutual funds: Morley Stable Fund 207,873 $ 2,439,086 2,491,086 Frank Russell Income III 324,975 3,179,821 3,304,998 Frank Russell Equity I 99,291 2,770,706 3,012,501 Frank Russell Equity Q 275,650 8,417,440 9,079,908 ChemFirst Inc. common stock 287,207 2,987,903 6,641,672 Getchell Gold Corporation common stock 112,033 809,816 4,299,266 Mississippi Chemical Corporation common stock 95,928 2,254,308 2,302,273
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Schedule I CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN  Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 [Enlarge/Download Table] Shares or face Carrying amount Cost value ------- ---- -------- Mutual funds: Baron Asset 0.7% 7,129 $ 283,034 345,825 Managers Special Equity 0.7% 5,502 302,565 336,572 Morley Stable Value 4.2% 171,519 2,035,978 2,176,302 PBHG Growth 1.0% 21,116 536,632 536,138 Charles Schwab Retirement Money 1.9% 1,001,211 1,001,211 1,001,211 Warburg Pincus Emerging Markets 0.3% 14,253 178,517 136,543 Frank Russell Fixed Income I 2.6% 63,330 1,315,049 1,362,237 Frank Russell Fixed Income II 2.5% 71,181 1,306,996 1,306,176 Frank Russell Fixed Income III 7.3% 360,401 3,484,678 3,755,377 Frank Russell Equity I 6.5% 109,715 3,151,841 3,347,410 Frank Russell Equity II 5.0% 77,976 2,301,467 2,570,102 Frank Russell International 2.3% 34,150 1,255,913 1,181,586 Frank Russell Emerging Markets 4.0% 174,003 2,180,055 2,051,498 Frank Russell Real Estate Securities 1.7% 28,080 731,538 866,554 Frank Russell Equity Q 22.3% 320,713 10,482,126 11,513,590 ------------ ------------- 30,547,600 32,487,121 Participant loans, interest rates from 7.25% to 10.0%; maturities from 1 to 10 years 3.9% 2,026,549 2,026,549 2,026,549 *ChemFirst Inc. common stock 25.5% 465,533 7,223,665 13,151,307 Getchell Gold Corporation common stock 4.5% 93,845 680,324 2,299,203 Mississippi Chemical Corporation common stock 1.9% 54,815 1,285,618 1,000,374 ------------ ------------- $ 41,763,756 50,964,554 ============ ============= * ChemFirst Inc. is a party-in-interest. See accompanying independent auditors' report.
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Schedule II CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN  Item 27d - Schedule of Reportable Transactions Year ended December 31, 1997 [Enlarge/Download Table] Purchases ------------------------------------------- Shares Identity of party involved Description of assets Number or units Cost -------------------------- --------------------- ------ -------- ---- Charles Schwab Trust Charles Schwab Retirement Company Money Fund 119 1,393,819 $ 1,393,819 " Frank Russell Equity Q mutual fund 144 136,560 4,916,563 " ChemFirst Inc. common stock 90 191,656 4,526,095 Sales ---------------------------------------------- Shares Selling Net gain Identity of party involved Number or units price or (loss) -------------------------- ------ -------- --------- --------- Charles Schwab Trust Company 56 2,960,941 $ 2,960,941 - " 227 91,497 3,228,318 376,440 " 127 62,981 1,594,020 916,031
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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 24, 1998 /s/ J. STEVE CHUSTZ --------------------------------- J. Steve Chustz Member, Employee Benefits Committee Date: June 24, 1998 /s/ WILLIAM KEMP --------------------------------- William Kemp Member, Employee Benefits Committee Date: June 24, 1998 /s/ GEORGE SIMMONS --------------------------------- George Simmons Member, Employee Benefits Committee Date: June 24, 1998 /s/ R. MICHAEL SUMMERFORD --------------------------------- R. Michael Summerford Member, Employee Benefits Committee Date: June 24, 1998 /s/ TOM TEPAS --------------------------------- Tom Tepas 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

Dates Referenced Herein   and   Documents Incorporated By Reference

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6/30/9420
6/30/95220
10/20/95910
6/30/9622111-K
12/23/9610
12/24/968S-8
12/31/9622210KT405, 11-KT
1/1/979128-K
For The Period Ended12/31/9712410-K
1/1/989
4/22/981314
5/21/984
6/24/9825
Filed On / Filed As Of6/26/98
Corrected On5/1/02
 
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