Risk Factors

        See the section entitled "Risk Factors" beginning on page 12 for a discussion of factors you should carefully consider before deciding to invest in the exchange notes.

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Company Overview

        We are the largest producer of rock, or highway deicing, salt in North America and the United Kingdom, and operate the largest highway deicing salt mines in these regions. We are also the third largest producer of general trade salt in North America and the second largest in the United Kingdom, serving major retailers, agricultural cooperatives and food producers. In addition, we are the largest producer of sulfate of potash, or "SOP," in North America, which is used in the production of specialty fertilizers. Salt is one of the most widely used minerals in the world and has a wide variety of end-use applications, including highway deicing, food grade applications, water conditioning and various industrial uses. Our business also includes the following key characteristics:

        • We believe that our cash flows are not materially impacted by economic cycles due to the stable end-use markets of salt and the absence of cost-effective alternatives.

        • We operate eleven facilities in North America and the United Kingdom, including the largest rock salt mine in the world in Goderich, Ontario and the largest salt mine in the United Kingdom in Winsford, Cheshire.

        • We believe that we are among the lowest cost rock salt producers in our markets. Our cost advantage is due to the size and quality of our reserves, effective mining techniques and efficient production processes. In addition, our salt mines in North America are located near either rail or water transport systems, thereby minimizing shipping and handling costs, which constitute a significant portion of the overall delivered cost of salt.

        For the year ended December 31, 2002, and the nine months ended September 30, 2003, we sold approximately 11.0 million and 8.6 million tons of salt and other minerals, generating sales of $502.6 million and $398.5 million and net income of $77.6 million and $11.3 million, respectively.

        We operate through the following product lines:

Highway Deicing

        We are the largest producer of rock, or highway deicing, salt in North America. We also operate the largest highway deicing salt mine in the United Kingdom at Winsford, Cheshire and provide an estimated 55% of the United Kingdom's highway deicing salt requirements. We believe we are the only local supplier of highway deicing salt capable of meeting peak winter demand in the United Kingdom. In addition, our highway deicing product line includes the following characteristics:

        • We sell primarily to state, provincial, county and municipal highway departments for deicing applications for which demand depends largely on the number of snowfall days.

        • While subject to seasonal variations in demand, highway-deicing salt is not materially affected by an economic downturn, as it is an essential part of highway maintenance to ensure public safety and continued personal and commercial mobility.

        • Due to the lack of cost-effective alternatives and the steadily expanding highway infrastructure, the production of highway deicing salt in the United States has increased over time at a historical average of approximately 1% per annum during the thirty year period ending 2002, while prices have increased at a historical average of approximately 4% per annum during the same period.

General Trade Salt

        We are the third largest producer of general trade salt in North America and the second largest in the United Kingdom, serving major retailers, agricultural cooperatives and food producers. Our general trade salt product line includes the following key characteristics:

        • We offer a full range of salt products distributed to several end use markets, including consumer applications such as table salt, water conditioning, consumer ice control, food processing, agricultural applications and a variety of industrial applications.

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        • We believe we are the largest private label producer of water conditioning salt and the largest producer of salt-based agricultural products in North America based on tonnage.

        • We manufacture more than 70 private labels of table salt for grocers and major retailers and, in Canada, we market salt under the popular Sifto® brand name.

        • We are the market leader in the United Kingdom for evaporated salt used for water conditioning.

        • Our operations are generally not susceptible to economic cycles as a result of the non-discretionary need for, and low cost of, salt. During the thirty year period ending 2002, the production of general trade salt products in the United States has increased at a historical average of over 1% per annum, while prices for general trade products has increased at a historical average of approximately 5% per annum over the same period.

Sulfate of Potash

        We are the market leader in North American sales of SOP. Approximately 62% of our SOP sales in 2002 were made to domestic customers, which include fertilizer manufacturers, dealers and distributors. Our SOP product line includes the following key characteristics:

        • SOP is primarily used as a specialty fertilizer, providing essential potassium to high-value, chloride-sensitive crops, such as vegetables, fruits, tea, tobacco and turf grass. We believe that there are growth opportunities for SOP both domestically and internationally because of its favorable impact on crop yield and quality.

        • We believe we are the low cost producer of SOP in North America. We leverage our abundant mineral resources and unique low cost manufacturing process to achieve margins that are attractive compared to other fertilizer products.

        We believe that SOP requires more intense focus and active marketing efforts to sell the benefits of utilizing this product compared to other fertilizer products. In addition, we believe that SOP, as a specialty fertilizer was a non-core product of IMC Global and did not receive sufficient focus to realize its market potential. As we continue our market development of our SOP product line, we believe that we can take advantage of the significant growth opportunities arising from SOP's superior performance over commodity potash. See "Business—Specialty Potash Segment."

Recent Developments

        On December 17, 2003, the Company completed an initial public offering of 16,675,000 shares of its common stock, par value $.01 per share, at an initial public offering price of $13.00 per share. In connection with the offering, the Company changed its name from Salt Holdings Corporation to Compass Minerals International, Inc. The shares were sold by certain stockholders of the Company and the Company did not receive any proceeds from the sale of the shares. Apollo Management V, L.P., or "Apollo," and IMC Global each sold more than one-half of their beneficial holdings of the Company's common stock, which reduced Apollo's beneficial ownership of the Company's common stock from 87.73% to 35.97% and reduced IMC Global's beneficial ownership of the Company's common stock from 5.76% to 2.36%. Certain members of management, including the president and chief executive officer, also sold approximately 10% of their holdings of the Company's common stock in the initial public offering. There was no change in the Company's management as a result of the initial public offering and the initial public offering does not constitute a change of control under the indenture governing the notes.

        The Company intends to pay quarterly cash dividends on its common stock at an initial annual rate of $0.75 per share. The declaration and payment of future dividends to holders of the Company's common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors our board of directors deems relevant.

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RISK FACTORS

         You should carefully consider the following risks and all of the information set forth in this prospectus before participating in the exchange offer. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Relating to the Exchange Notes and the Exchange Offer

If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

        We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be a smaller market for the remaining outstanding notes not tendered in the exchange offer. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes.

        As of September 30, 2003, we had $601.6 million of outstanding indebtedness, including approximately $78.5 million under our senior credit facilities, $17.5 million under our revolving credit facility, $328.0 million of Compass Mineral Group's senior subordinated notes, $73.3 million of our senior discount notes, $104.3 million of our outstanding notes and a stockholders' deficit of $174.9 million. In addition, our outstanding indebtedness does not include $10.1 million of our Settlement Notes, including interest, currently held by a wholly owned subsidiary subject to reissuance if expected future levels of equity returns are not achieved (see Note 11 to our combined and consolidated financial statements). As a result, we are a highly leveraged company.

        This level of leverage could have important consequences for you, including the following:

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it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures and debt service requirements;



•

it may limit our flexibility in planning for, or reacting to, changes in our business;



•

we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;



•

it may make us more vulnerable to a downturn in our business or the economy;

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•

it will require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, including the exchange notes, thereby reducing the availability of cash flow for other purposes; and



•

it may materially and adversely effect our business and financial condition if we are unable to service our indebtedness or obtain additional financing, as needed.

        In addition, the indenture governing the notes, the indenture governing the senior discount notes and our senior credit facilities contain financial and other restrictive covenants discussed below that may limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt. See "—Restrictive covenants in the agreements governing our indebtedness and certain indebtedness of Compass Minerals Group may restrict our ability to pursue business strategies. A default under our senior credit facilities may also prohibit us from making any payments on the exchange notes," "Description of Other Indebtedness" and "Description of the Exchange Notes."

Despite our substantial indebtedness we may still incur significantly more debt. This could exacerbate the risks described above.

        The terms of the indenture governing the notes, the indenture governing the senior discount notes and our senior credit facilities permit us and our subsidiaries to incur significant additional indebtedness in the future. As of September 30, 2003, we had approximately $108.5 million available for additional borrowing under the revolving credit facility, subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. All borrowings under our senior credit facilities are effectively senior to the exchange notes.

We are a holding company with no operations of our own and depend on our subsidiaries for cash. Our ability to access the cash flow of our subsidiaries may be contingent upon our ability to refinance the debt of our subsidiaries.

        We have no operations of our own and derive substantially all of our revenue and cash flow from our subsidiaries. None of our subsidiaries guaranteed these notes. Creditors of our subsidiaries (including trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result, these notes will effectively be subordinated to the prior payment of all of the debts (including trade payables) of our subsidiaries.

        As of September 30, 2003, the aggregate amount of indebtedness and other liabilities of our subsidiaries was approximately $619.2 million, or approximately 78% of our total indebtedness and other liabilities. Further, approximately $108.5 million was available to our subsidiaries for additional borrowing under the revolving credit facility. Our subsidiaries who have their debt accelerated may not be able to repay such indebtedness. As a result of general economic, financial, competitive and other factors we can also not assure you that our assets and our subsidiaries' assets will be sufficient to fully repay the exchange notes and our other indebtedness. See "Description of Other Indebtedness."

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the exchange notes.

        Although our operations are conducted through our subsidiaries, none of our subsidiaries are obligated to make funds available to us for payment on the exchange notes. Accordingly, our ability to make payments on the exchange notes is dependent on the earnings and the distribution of funds from our subsidiaries. The terms of our senior credit facilities and the indenture governing the senior subordinated notes of Compass Minerals Group significantly restrict our subsidiaries from paying dividends and otherwise transferring assets to us. Furthermore, our subsidiaries will be permitted under

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the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. The terms of our senior credit facilities also restrict our subsidiaries from paying dividends to us in order to fund cash interest on the exchange notes after June 1, 2008, if we do not maintain an adjusted senior indebtedness leverage ratio of 5.25 or less (as of September 30, 2003) or if a default or event of default has occurred and is continuing under our senior credit facilities. As of September 30, 2003, our adjusted senior indebtedness leverage ratio was 3.02. We cannot assure you that we will maintain this ratio. This ratio is not necessarily comparable to other similarly titled ratios of other companies due to inconsistencies in the method of calculation and we encourage you to read our amended and restated credit agreement contained in the exhibits to the registration statement of which this prospectus is a part.

        We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on these exchange notes when due. See "Description of Other Indebtedness."

Your right to receive payments on the exchange notes is junior to our existing senior indebtedness and possibly all of our future borrowings.

        The exchange notes rank behind all of our existing senior indebtedness, including the senior credit facilities and the senior discount notes, and all of our future indebtedness except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the exchange notes. As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of our senior indebtedness will be entitled to be paid in full before any payment may be made with respect to the exchanges notes.

        In addition, all payments on the exchange notes will be blocked in the event of a payment default on senior indebtedness and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior indebtedness.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us, holders of the exchange notes will participate with trade creditors and all other holders of our subordinated indebtedness in the assets remaining after we have paid all of our senior indebtedness. However, because the indenture governing the exchange notes requires that amounts otherwise payable to holders of the exchange notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the exchange notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we may not have sufficient funds to pay all of our creditors and holders of exchange notes may receive less, ratably, than the holders of our senior indebtedness.

        Assuming we had completed this offering on September 30, 2003, the exchange notes would have been subordinated to $169.3 million of senior indebtedness and approximately $108.5 million would have been available for borrowing as additional senior indebtedness under our revolving credit facility. The terms of indenture, the indenture governing the senior discount notes and our senior credit facilities permit us and our subsidiaries to incur significant additional indebtedness, including senior indebtedness, in the future.

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Restrictive covenants in the agreements governing our indebtedness and certain indebtedness of Compass Minerals Group may restrict our ability to pursue our business strategies. A default under our senior credit facilities may also prohibit us from making any payments on the exchange notes.

        Our senior credit facilities, the indenture governing the notes, the indenture governing the senior discount notes and the indenture governing the senior subordinated notes of Compass Minerals Group limit our ability and the ability of our restricted subsidiaries, among other things, to:

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incur additional indebtedness or contingent obligations;



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pay dividends or make distributions to our stockholders;



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repurchase or redeem our stock;



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make investments;



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grant liens;



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make capital expenditures;



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enter into transactions with our stockholders and affiliates;



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sell assets; and



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acquire the assets of, or merge or consolidate with, other companies.

        In addition, our senior credit facilities require us to maintain financial ratios. These financial ratios include an interest coverage ratio and a consolidated indebtedness leverage ratio. Although we have historically always been able to maintain these financial ratios, we may not be able to maintain these ratios in the future. Covenants in our senior credit facilities may also impair our ability to finance future operations or capital needs or to enter into acquisitions or joint ventures or engage in other favorable business activities.

        If we default under our senior credit facilities, we could be prohibited from making any payments on the exchange notes. In addition, if we default under our senior credit facilities under certain circumstances the lenders could require immediate repayment of the entire principal. These circumstances include a change of control, default under agreements governing our other indebtedness, material judgments in excess of $5,000,000 or breach of representations and warranties. Any default under our senior credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under our other debt instruments that contain cross-acceleration or cross-default provisions. If the lenders under our senior credit facilities require immediate repayment, we will not be able to repay them and also repay the exchange notes in full. Our ability to comply See "Description of Other Indebtedness—The Senior Credit Facilities." We also encourage you to read our amended and restated credit agreement contained in the exhibits to the registration statement of which this prospectus is a part.

To service our indebtedness, including the exchange notes, we will require a significant amount of cash. The ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As a result, we cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. If we consummate an acquisition, our debt service

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requirements could increase. We may need to refinance all or a portion of our indebtedness, including the exchange notes on or before maturity. Depending on prevailing general economic and financial conditions, competition and other factors, we cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facilities and the exchange notes, on commercially reasonable terms or at all.

We may not have the ability to raise the funds necessary to finance any change of control offer required by the indenture governing the exchange notes.

        If we undergo a change of control (as defined in the indenture governing the exchange notes) we may need to refinance large amounts of our debt, including the exchange notes, the senior discount notes and borrowings under our senior credit facilities. If a change of control occurs, we must offer to buy back the exchange notes for a price equal to 101% of the accreted value of the exchange notes, plus any accrued and unpaid interest. We may not have sufficient funds available to make any required repurchases of the exchange notes and our other indebtedness with similar provisions upon a change of control. In addition, our senior credit facilities prohibit us from repurchasing the exchange notes until we first repay our senior credit facilities in full. If we fail to repurchase the exchange notes in that circumstance, we will go into default under the indentures governing the exchange notes and the senior discount notes, as well as our senior credit facilities. Any future debt which we incur may also contain restrictions on repayment upon a change of control. If any change of control occurs, we cannot assure you that we will have sufficient funds to satisfy all of our debt obligations. The buyback requirements also delay or make it harder for others to effect a change of control. However, certain other corporate events, such as a leveraged recapitalization that would increase our level of indebtedness, would not constitute a change of control under the indenture governing the exchange notes. See "Description of the Exchange Notes—Change of Control."

You will be required to pay U.S. federal income tax on accrual of original issue discount on the exchange notes even if we do not pay cash interest.

        The exchange notes will be issued at a substantial discount from their principal amount at maturity. Although cash interest will not accrue on the exchange notes prior to June 1, 2008, and there will be no periodic payments of cash interest on the exchange notes prior to December 1, 2008, original issue discount (the difference between the stated redemption price at maturity and the issue price of the exchange notes) will accrue from the issue date of the exchange notes. Consequently, purchasers of the exchange notes generally will be required to include amounts in gross income for United States federal income tax purposes in advance of their receipt of the cash payments to which the income is attributable. Such amounts in the aggregate will be equal to the difference between the stated redemption price at maturity (inclusive of stated interest on the exchange notes) and the issue price of the exchange notes. See "Material United States Federal Income Tax Consequences."

You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.

        The exchange notes will be new securities for which there is currently no established trading market and none may develop. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the exchange notes will depend on the number of holders of the exchange notes, the interest of securities dealers in making a market in the exchange notes and other factors. The initial purchasers of the outstanding notes have indicated to us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. However, the initial purchasers are under no obligation to do so. At their discretion, the initial purchasers could discontinue their market making efforts at any time without notice. Accordingly, we cannot assure you as to the development or liquidity of any market for the exchange notes. If an active trading market does not develop, the

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market price and liquidity of the exchange notes may be adversely affected. If the exchange notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, our performance and business prospects and other factors.

The market price for the exchange notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. Although we have not experienced any substantial disruptions or volatility with respect to our non-investment grade debt, including the outstanding notes, the market for the exchange notes, if any, may be subject to disruptions and price volatility. Any such disruptions may adversely affect the market price of your exchange notes.

Risks Relating to Our Business

The seasonal demand for our products and the variations in our cash flows from quarter to quarter as a result of weather conditions may have an adverse effect on our ability to make payments on our indebtedness, including the exchange notes.

        Our highway deicing product line is seasonal, with operating results varying from quarter to quarter. Over the last four years, our North American highway deicing product line has generated over 65% of its annual sales during the months of December through March when the need for highway deicing is at its peak. We need to stockpile sufficient highway deicing salt in the first two fiscal quarters to meet estimated demand for the winter season. Weather conditions that impact our highway deicing product line include temperature, levels of precipitation, number of snow days and duration and timing of snow fall in our relevant geographic markets. Lower than expected sales by us during this period could have a material adverse effect on the timing of our cash flows and therefore our ability to service our obligations with respect to our indebtedness.

        Our SOP operating results are dependent in part upon conditions in the agriculture markets. The agricultural products business can be affected by a number of factors, the most important of which for U.S. markets are weather patterns and field conditions (particularly during periods of traditionally high crop nutrients consumption) and quantities of crop nutrients imported to and exported from North America.

Economic and other risks associated with international sales and operations could adversely affect our business, including economic loss and a negative impact on earnings.

        Since we manufacture and sell our products primarily in the United States, Canada and the United Kingdom, our business is subject to risks associated with doing business internationally. Our sales outside the United States, as a percentage of our total sales, were 34% and 36% for the year ended December 31, 2002 and the nine months ended September 30, 2003, respectively. Accordingly, our future results could be harmed by a variety of factors, including:

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changes in foreign currency exchange rates;



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exchange controls;



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tariffs, other trade protection measures and import or export licensing requirements;



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potentially negative consequences from changes in tax laws;



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differing labor regulations;



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requirements relating to withholding taxes on remittances and other payments by subsidiaries;

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restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;



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restrictions on our ability to repatriate dividends from our subsidiaries; and



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unexpected changes in regulatory requirements.

        Fluctuations in the value of the U.S. dollar may adversely affect our results of operations. Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies the translation of those results into dollars can result in a significant increase or decrease in the amount of those sales or earnings. In addition, our debt service requirements are primarily in U.S. dollars even though a significant percentage of our cash flow is generated in Canadian dollars and pound sterling. Significant changes in the value of Canadian dollars and pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar denominated debt, including the exchange notes and borrowings under our senior credit facilities.

        In addition to currency translation risks, we incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or a sales transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we cannot assure you that we will be able to effectively manage our currency transaction and/or translation risks. It is possible that volatility in currency exchange rates will have a material adverse effect on our financial condition or results of operations. We have in the past experienced and expect to continue to experience economic loss and a negative impact on earnings as a result of foreign currency exchange rate fluctuations. We expect that the amount of our revenues denominated in non-U.S. dollar currencies will continue to increase in future periods. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Effects of Currency Fluctuations and Inflation" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Risk."

        Our overall success as a global business depends, in part, upon our ability to succeed in differing economic and political conditions. We cannot assure you that we will continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business.

Our operations are dependent on natural gas and a significant interruption in the supply or increase in the price of natural gas could have a material adverse affect on our financial condition or results of operations.

        Energy costs, including primarily natural gas and electricity, represented approximately 12% of the costs of our North American salt production in 2002. Natural gas is a primary fuel source used in the salt production process. Our profitability is impacted by the price and availability of natural gas we purchase from third parties. We have not entered into any long-term contracts for the purchase of natural gas. Our contractual arrangements for the supply of natural gas do not specify quantities and are automatically renewed annually unless either party elects not to do so. We do not have arrangements in place with back-up suppliers. A significant increase in the price of natural gas that is not recovered through an increase in the price of our products or covered through our hedging arrangements, or an extended interruption in the supply of natural gas to our production facilities, could have a material adverse effect on our business, financial condition or results of operations.

Competition in our markets could limit our ability to attract and retain customers, force us to continuously make capital investments and put pressure on the prices we can charge for our products.

        We encounter competition in all areas of our business. Competition in our product lines is based on a number of considerations, including product performance, transportation costs in salt distribution, brand reputation, quality of client service and support and price. Additionally, customers for our products are attempting to reduce the number of vendors from which they purchase in order to

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increase their efficiency. Our customers increasingly demand a broad product range and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, we will need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We may have to adjust the prices of some of our products to stay competitive. We may not have sufficient resources to continue to make such investments or maintain our competitive position. Some of our competitors have greater financial and other resources than we do.

Environmental laws and regulation may subject us to significant liability and require us to incur additional costs in the future.

        We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada and Europe, including laws and regulations relating to land reclamation and remediation of hazardous substance releases, and discharges to air and water. For example, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or "CERCLA," imposes liability, without regard to fault or to the legality of a party's conduct, on certain categories of persons (known as "potentially responsible parties") who are considered to have contributed to the release of "hazardous substances" into the environment. Although we are not currently incurring material liabilities pursuant to CERCLA, we may in the future incur material liabilities under CERCLA and other environmental cleanup laws, with regard to our current or former facilities, adjacent or nearby third party facilities or off-site disposal locations. Under CERCLA, or its various state analogues, one party may, under some circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and in some cases criminal, sanctions.

        We have received notices from governmental agencies that we may be a potentially responsible party at certain sites under CERCLA or other environmental cleanup laws. We have entered into " de minimis " settlement agreements with the United States with respect to certain CERCLA sites, pursuant to which we have made one-time cash payments and received statutory protection from future claims arising from those sites. At other sites for which we have received notice of potential CERCLA liability, we have provided information to the U.S. Environmental Protection Agency, or the "EPA," that we believe demonstrates that we are not liable and the EPA has not asserted claims against us with respect to such sites. In some instances, we have agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake investigations, which currently are in progress, to determine whether remedial action may be required to address such contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform remedial activities that will address identified site conditions. At the present time, we are not aware of any additional sites for which we expect to receive a notice from the EPA of potential CERCLA liability. However, based on past operations there is a potential that we may receive such notices in the future for sites of which we are currently unaware. Taking into account established reserves, expenditures for our known environmental liabilities and site conditions currently are not expected, individually or in the aggregate, to be material. However, material expenditures could be required in the future to remediate the contamination at these or at other current or former sites.

        We have also developed alternative mine uses. For example, we entered into a joint venture with a subsidiary of Vivendi SA that is in the waste management industry. The joint venture has applied for a permit to allow for the storage of certain stable types of hazardous waste in our salt mine in the United Kingdom. We believe that the mine is stable and should provide a secure storage location. However, we recognize that any temporary or permanent storage of hazardous waste may involve risks to the environment. Although, we believe that we have taken these risks into account as much as

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possible in our planning process, it is possible that material expenditures could be required in the future to further reduce this risk, or to remediate any future contamination.

        Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to our operations may require substantial capital expenditures and may have a material adverse effect on our business, financial condition and results of operations. For more information, see "Business—Environmental, Health and Safety Matters."

The Canadian government's proposal to designate road salt as a toxic substance could have a material adverse affect on our business, including reduced sales and the incurrence of substantial costs and expenditures.

        In December 2001, the Canadian government released a Priority Substances List Assessment Report for road salt. This report found that road salts are entering the environment under conditions that may have a harmful effect or constitute a danger to the environment. Based on this report, the Minister of Environment has proposed designating road salt as a "toxic" substance pursuant to the Canadian Environmental Protection Act. Canada's federal cabinet, which has ultimate responsibility, has not yet taken final action with respect to this proposal and is not subject to any deadline to do so. At this point, Environment Canada has indicated that, whether or not road salts are declared toxic, their preferred course of action is the establishment of voluntary guidelines for users as opposed to any form of regulation. Environment Canada has been developing these guidelines based on consultation with a broad-based stakeholders group, which includes the salt industry. On September 20, 2003, Environment Canada released a proposed Code of Practice to serve as these guidelines. The proposed Code of Practice remained subject to public comment until November 19, 2003. Environment Canada has indicated that it expects to publish the final code in 2004. Although the proposed Code of Practice remains subject to change, the released draft requires large road salt users to develop salt management plans. We do not believe that this would have a material direct effect on us, but the new salt management plans may lead our customers in Canada to require less road salt.

        Given the importance of road salt for traffic safety and the current lack of any practical substitute, we deem it unlikely that any final guideline or regulation would result in a complete ban on the use of road salt. We do, however, recognize the importance of environmental protection in Canada's decision-making process. Although we cannot predict whether the proposal to designate road salts as a toxic substance will be finalized or the precise form of the proposed Code of Practice or other future regulation, if standardized guidelines are developed for the use and storage of road salt or any alternate deicing products, we could suffer reduced sales and incur substantial costs and expenses that could have a material adverse effect on our business, financial condition and results of operation. Our road salt sales, net of shipping and handling, in Canada generated approximately 10% of our total sales in 2002. In addition, while we are not aware of any similar governmental proposals for the designation of road salt as a toxic substance in either the United States or the United Kingdom, we cannot guarantee that these proposals will not arise.

Our operations are dependent on our having received the required permits and approvals from governmental authorities.

        We hold numerous governmental environmental, mining and other permits and approvals authorizing operations at each of our facilities. A decision by a governmental agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility. Expansion of our existing operations also is predicated upon securing the necessary

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environmental or other permits or approvals. We currently do not have any material pending permits or approvals.

Protection of proprietary technology—Our intellectual property may be misappropriated or subject to claims of infringement.

        We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret protection, as well as licensing agreements and third-party nondisclosure and assignment agreements. We cannot assure you that any of our applications for protection of our intellectual property rights will be approved or that others will not infringe or challenge our intellectual property rights. The patents we currently have in place expire over the next one to fifteen years. We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. Many of our important brand names are registered as trademarks in the United States and foreign countries. These registrations can be renewed if the trademark remains in use. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure. If we are unable to maintain the proprietary nature of our technologies, we may lose the competitive advantage provided by our intellectual property. As a result, our results of operations may be adversely affected.

If we are unsuccessful in negotiating new collective bargaining agreements, we may experience significant increases in the cost of labor or a disruption in our operations.

        As of September 30, 2003, we had 1,541 employees. Approximately 37% of our U.S. workforce (54% of our global workforce) is represented by labor unions. Of our nine material collective bargaining agreements, four will expire in 2004, one will expire in 2005 and three will expire in 2006. One of these agreements covering 9 employees expired in August 2003. We are in the process of renegotiating this agreement. Additionally, approximately 13% of our workforce is employed in Europe where trade union membership is common. Although we believe that our relations with our employees are good, as a result of general economic, financial, competitive, legislative, political and other factors beyond our control, we cannot assure you that we will be successful in negotiating new collective bargaining agreements, including the agreement that expired in August 2003, that such negotiations will not result in significant increases in the cost of labor or that a breakdown in such negotiations will not result in the disruption of our operations.

We rely on independent distributors and the loss of a substantial number of these distributors may reduce our profits and sales.

        In addition to our own direct sales force, we depend on the services of independent distributors to sell our products and provide service and aftermarket support to our customers. In 2002, 12% of our revenues were generated through these independent distributors. Many of these independent distributors are not bound to us by exclusive distribution contracts and may offer products of, and services to, businesses that compete with ours. In addition, the majority of the distribution contracts we have with these independent distributors are cancelable by the distributor after providing us with notice, which on average is six months prior to termination. The loss of a substantial number of these distributors or the decision by many of these distributors to offer competitors' products to our customers could materially reduce our sales and profits.

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We are controlled by our principal stockholder whose interests may conflict with or differ from your interests.

        Entities controlled by Apollo hold a substantial percentage of the voting power of the Company. Apollo and its affiliates own approximately 37% of our fully diluted equity. Consequently, Apollo has the ability to influence the election of our directors, the appointment of new management and the potential outcome of all matters submitted to a vote of our stockholders, including entering into mergers, the sale of substantially all of our assets and other extraordinary transactions. The directors so elected have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions about our capital stock. See "Related Party Transactions."

        The interests of Apollo and its affiliates could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Apollo as equity holder might conflict with your interests as a exchange note holder. Affiliates of Apollo may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of exchange notes. In addition, Apollo and its affiliates currently own, and may in the future own, businesses that directly compete with ours.

If we cannot successfully complete acquisitions or integrate acquired businesses, our growth may be limited and our financial condition adversely affected.

        Our business strategy includes supplementing internal growth by pursuing acquisitions of small complementary businesses. We may be unable to complete acquisitions on acceptable terms, identify suitable businesses to acquire or successfully integrate acquired businesses in the future. We compete with other potential buyers for the acquisition of other small complementary businesses. This competition and regulatory considerations may result in fewer acquisition opportunities. If we cannot complete acquisitions, our growth may be limited and our financial condition may be adversely affected.

Our business is dependent upon highly skilled personnel, and the loss of key personnel may have a material adverse effect on our development and results of operations.

        The success of our business is dependent on our ability to attract and retain highly skilled managers and other personnel. We cannot assure you that we will be able to attract and retain the personnel necessary for the development of our business. The loss of the services of key personnel or the failure to attract additional personnel as required could have a material adverse effect on our development and results of operations. We do not currently maintain "key person" life insurance on any of our key employees.

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