UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 - 1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
DATE OF REPORT (Date of earliest event reported) December 2, 1998
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COMMISSION FILE NUMBER 0-2413
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MacDermid, Incorporated
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(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
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None .
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Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
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ITEM 2. ACQUISITION OF ASSETS:
On December 2, 1998, the Registrant, MacDermid, Incorporated, ("MacDermid")
closed its cash tender offer thereby acquiring approximately 95% of the
outstanding share capital of W. Canning plc. ("Canning"). MacDermid will
acquire all remaining shares of Canning through a statutory compulsory
procedure which is expected to be completed shortly.
The cash purchase price of $142.8 million was obtained, on behalf of
MacDermid's wholly owned subsidiary, MacDermid (UK) Limited which will hold
the investment, through borrowings from NationsBank N.A., a subsidiary of
BankAmerica Corporation, as administrative agent and a lender under a
combined revolving loan, term loan agreement and Pound Sterling facility.
The acquisition, using the purchase method of accounting, will result in an
approximate 45% increase in MacDermid's total assets. A similar increase on
annual revenues will result in a balancing of MacDermid's industrial products
and electronics revenues on a worldwide basis.
Canning, based in Birmingham, England, is an international specialty chemical
organization, similar to MacDermid, operating various facilities for
manufacturing and research. Canning has operations predominately in Europe
and North America and, to a lesser extent, in Asia. Canning operates in four
principle product groupings; Surface Finishing with emphasis in plating
technologies, Synthetic Lubricants and Fluids for the offshore oil industry,
Sealants and Adhesives used by component manufacturers and Additives for
fuel, water and waste treatment industries. Previously, it was announced
that Canning had commenced a strategic review of its businesses which
MacDermid will continue with particular focus on the potential viability of
the Fuel Additives business. Other than the foregoing analysis and
consolidation of duplicate facilities, or operations, MacDermid intends to
continue the acquired business in its present capacity to take full advantage
of well trained personnel and proven technologies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
7 (a) Financial Statements of Business Acquired, W. Canning plc.
It is impracticable to file the financial statements required with
the initial filing of this report on Form 8-K. Such financial
statements will be filed by amendment to this Report as soon as
practicable and within 60 days after the required filing date for
this Report.
7 (b) Pro Forma Financial Information.
It is impracticable to file the pro forma financial information
required with the initial filing of this report on Form 8-K. Such
pro forma financial information will be filed by amendment to this
Report as soon as practicable and within 60 days after the required
filing date for this Report.
7 (c) Exhibits.
2 Cash Offer Document dated as of October 28, 1998, by Lazard
Brothers & Co., Limited on behalf of MacDermid (UK) Limited to
the shareholders of W. Canning plc.
4 Credit Agreement, dated as of October 25, 1998, as amended and
restated as of December 15, 1998, among MacDermid, Incorporated,
the financial institutions party hereto and NationsBank, N.A. as
administrative agent, letter of credit issuing bank and swing
line lender.
99.1 Press Release of MacDermid dated October 26, 1998.
99.2 Press Release of MacDermid dated December 2, 1998.
OUTLOOK: ISSUES and RISKS
This report and other Corporation reports and statements describe many of the
positive factors affecting the Corporation's future business prospects.
Investors should also be aware of factors which could have a negative impact
on those prospects. These include political, economic or other conditions
such as currency exchange rates, inflation rates, recessionary or expansive
trends, taxes and regulations and laws affecting the business; competitive
products, advertising, promotional and pricing activity; the degree of
acceptance of new product introductions in the marketplace; and the
difficulty of forecasting sales at certain times in certain markets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MacDermid, Incorporated
(Registrant)
Date: December 17, 1998 / s / John L. Cordani
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John L. Cordani
Corporate Secretary
Date: December 17, 1998 / s / Gregory M. Bolingbroke
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Gregory M. Bolingbroke
Corporate Controller