-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) /X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _______________________ TO ______________________ COMMISSION FILE NUMBER 1-7558 LAWTER INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-1370818 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 990 SKOKIE BOULEVARD, NORTHBROOK, ILLINOIS 60062 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (708) 498-4700 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ----------------------------- ----------------------------- COMMON STOCK, $1.00 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None (TITLE OF CLASS) 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 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 ____ INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. /X/ AS OF FEBRUARY 15, 1995, 44,941,903 COMMON SHARES WERE OUTSTANDING. THE AGGREGATE MARKET VALUE OF THE COMMON SHARES (BASED UPON THE FEBRUARY 15, 1995 CLOSING PRICE OF THESE SHARES ON THE NEW YORK STOCK EXCHANGE) OF LAWTER INTERNATIONAL, INC. HELD BY NON-AFFILIATES WAS APPROXIMATELY $371 MILLION. DOCUMENTS INCORPORATED BY REFERENCE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1994 -- PARTS I, II AND IV. PROXY STATEMENT TO STOCKHOLDERS FOR THE 1995 ANNUAL MEETING -- PART III. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS FORM 10-K ITEM NO. NAME OF ITEM PAGE ---------- -------------------------------------------------------------------------------------------- ----- Part I Item 1. Business.................................................................................... 2 Item 2. Properties.................................................................................. 4 Item 3. Legal Proceedings........................................................................... 5 Item 4. Submission of Matters to a Vote of Security Holders......................................... 5 Item 4A. Executive Officers of the Registrant........................................................ 5 Part II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters................... 5 Item 6. Selected Financial Data..................................................................... 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 5 Item 8. Financial Statements and Supplementary Data................................................. 6 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 6 Part III Item 10. Directors and Executive Officers of the Registrant.......................................... 6 Item 11. Executive Compensation...................................................................... 6 Item 12. Security Ownership of Certain Beneficial Owners and Management.............................. 6 Item 13. Certain Relationships and Related Transactions.............................................. 6 Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................. 6 Report of Independent Public Accountants on Schedule and Consent of Independent Public Accountants........................................................................ 8 Signatures.............................................................................................. 10 PART I ITEM 1. BUSINESS. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS-- INDUSTRY SEGMENTS. The Company is engaged predominantly in a single industry--specialty chemicals. Reference is made to Note 8 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for information on the amounts of revenue, operating profit and identifiable assets for the industry segment. NARRATIVE DESCRIPTION OF BUSINESS-- PRINCIPAL PRODUCTS. Reference is made to the General Nature and Scope of Business on page 4 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for information on the description of the principal products. The Company manufactures and warehouses its products in seven plants in the United States and in ten plants in foreign countries, i.e. Belgium, Canada, China, Denmark, England, Germany, Ireland, Italy, Singapore and Spain. Products are sold primarily by Company employed salesmen. Reference is made to the Sales by Product Group on page 5 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for information with respect to the approximate percentages of total sales of the Company during the three fiscal years ended December 31, 1994, attributable to each principal product category. RAW MATERIALS. The basic ingredients of the Company's products are purchased from others, including larger chemical firms. Such ingredients are normally in adequate supply. During 1994, certain ingredients were in tighter supply than normal, thus causing their prices to rise. The Company was able to purchase these or alternative ingredients in sufficient quantities and expects to be able to continue to do so. A portion of the Company's resin production is used by it in the manufacture of ink vehicles. PATENTS. The Company owns certain patents on its products, but no single patent is considered to be materially important to its business. SEASONAL INFLUENCES. The business of the Company is not in any material respect subject to seasonal influences. BACKLOG. Since the Company generally fills orders for its products out of current inventories, there is no significant backlog of orders at any time. CUSTOMERS. The Company sells its products to both large and small ink companies. Lawter is a major supplier of printing ink vehicles and resins for printing inks and, therefore, sells substantial quantities to the larger ink companies around the world. The Company believes the five largest ink companies are, in alphabetical order, BASF, Coates/Lorilleux, Dianippon Ink and Chemicals, Sicpa and Toyo. Lawter sells a variety of specialized products to each of their numerous companies, subsidiaries or branches in various countries, where the purchasing decisions normally are made. Dianippon Ink and Chemicals is Lawter's largest multilocation customer with nineteen percent of consolidated net sales for the most recently completed fiscal year. 2 COMPETITION. The Company encounters keen competition in the conduct of its business. Industry data indicating the relative ranking of competitive companies is not available. The Company competes with several other independent producers of printing ink vehicles and slip additives. The larger printing ink manufacturers produce some of the vehicles required in their own operations, although generally they do not sell vehicles in competition with the Company. The Company is considered to be one of the medium sized to smaller producers of synthetic and hydrocarbon resins. Several other producers of synthetic and hydrocarbon resins are large chemical companies with much greater total sales and resources than those of the Company. The Company is one of several manufacturers of fluorescent pigments and one of numerous manufacturers of fluorescent coatings which compete in the world market with numerous large and small producers of organic pigments and coatings. In the sale of thermographic products and rota-matic machines, the Company encounters competition from producers of all types of printing equipment, from engravers and from other producers of thermographic and rota-matic equipment and printing supplies. In the sale of its principal products, printing ink vehicles, slip additives, and synthetic and hydrocarbon resins, the Company's principal methods of meeting competition are in the areas of product performance and service. The Company specializes in products prepared primarily for specific end uses such as vehicles used in printing inks having particular characteristics, including fast setting and mar resistant inks, and ink systems designed to reduce air pollution and resins used in the production of specialty inks, plastics and protective coatings. The Company is capable of fulfilling the requirements of customers either from inventories or from production runs on relatively short notice. The Company has approximately 150 competitors in the sale of its line of printing ink vehicles and slip additives, and approximately 100 competitors in the sale of its synthetic and hydrocarbon resins. RESEARCH. During the fiscal years ended December 31, 1994, 1993 and 1992, the Company spent approximately $4,821,000, $4,423,000 and $4,093,000, respectively, on research activities relating to the development of new products and the improvement of existing products. ENVIRONMENTAL MATTERS. Environmental laws regulate the discharge of materials into the environment and may require the Company to remove or minimize the environmental effects of the disposal of waste. Environmental expenditures are expensed or capitalized depending upon their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated. Expenditures for environmental matters during the fiscal years ended December 31, 1994 and 1992 were not material to the consolidated financial statements of the Company. During 1993, the Company expensed $3,405,000 for voluntary waste disposal and $3,145,000 for refurbishing and cleaning waste water treatment facilities. Reference is made to the Gross Margin section in the Results of Operation of Management's Discussion and Analysis on Page 6 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference). It has been and is the Company's policy voluntarily to install equipment deemed necessary to control the discharge of pollutants into the environment. The Company has voluntarily installed or is in the process of installing numerous in-line incinerators/after-burners at its major manufacturing facilities in order to minimize the generation of vapor, liquid or solid waste. The Company believes that its facilities and products comply in all material respects with applicable environmental regulations and standards. The Company believes that compliance with the environmental, Federal, state and local laws has had no material effect upon the capital expenditures or competitive position of the Company. Environmental capital expenditures in 1995 are not anticipated to be material. The Company does not believe, based on information available at this time, that the level of future expenditures for environmental matters will have a material effect on its consolidated financial position. 3 EMPLOYEES. At December 31, 1994, the Company had 577 employees. FOREIGN SALES-- Reference is made to Note 8 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for this information. ITEM 2. PROPERTIES. Information with respect to the principal properties, all of which are of masonry and metal clad construction, in which the Company's operations are conducted is as follows: APPROXIMATE FLOOR AREA (SQUARE PRINCIPAL PRODUCTS OWNED OR LOCATION FEET) OR ACTIVITIES LEASED --------------------------------------- ------------ ----------------------------------------------- --------- Northbrook, Illinois 16,000 Corporate headquarters Owned Bell, California 15,000 Printing ink vehicles Leased Warehouse La Vergne, Tennessee 27,000 Printing ink vehicles Owned Warehouse South Kearny, New Jersey 42,000 Printing ink vehicles Owned Warehouse Pleasant Prairie, Wisconsin 232,000 Printing ink vehicles and slip additives Owned Synthetic resins Research facilities Warehouse Moundville, Alabama 250,000 Synthetic and hydrocarbon resins (1) Warehouse Skokie, Illinois 66,000 Fluorescent pigments and coatings Owned Slip additives Thermographic compounds Research facilities Warehouse Plainfield, New Jersey 30,000 Thermographic and rota-matic equipment Owned Warehouse Lokeren, Belgium 109,000 Printing ink vehicles and slip additives Owned Synthetic resins Research facilities Warehouse Rexdale, Ontario, Canada 66,000 Printing ink vehicles and slip additives Owned Synthetic resins Warehouse Tanggu, Peoples Republic of China 40,000 Printing ink vehicles Owned Synthetic resins Warehouse Koge, Denmark 14,000 Printing ink vehicles Owned Warehouse Bicester, Oxon, England 38,000 Printing ink vehicles Owned Fluorescent pigments Warehouse Frechen, Germany 17,000 Printing ink vehicles Leased Warehouse Waterford, Ireland 97,000 Synthetic resins Owned Cremona, Italy 72,000 Printing ink vehicles Owned Synthetic resins Warehouse Jurong Town, Singapore 10,000 Printing ink vehicles Owned Warehouse Barcelona, Spain 12,000 Printing ink vehicles Leased Warehouse <FN> ------------------------ (1) The Moundville, Alabama plant is leased as described in Note 7 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference). 4 ITEM 3. LEGAL PROCEEDINGS. Reference is made to Note 9 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for this information. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There were no matters submitted to a vote of security holders in the fourth quarter of the year ended December 31, 1994. ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT. Information with respect to the executive officers of the Company, all of whose terms will expire at the annual meeting of the Board of Directors in April 1995, is as follows: YEAR NAME POSITION AGE ELECTED ------------------------------------------------ ------------------------------- --- ------- Daniel J. Terra................................. Chairman of the Board and Chief Executive Officer 83 1958 Richard D. Nordman.............................. President and Chief Operating Officer 48 1986 Richard A. Hacker............................... Vice President 59 1974 Ludwig P. Horn.................................. Vice President 65 1980 John P. Jilek................................... Vice President 43 1989 Hermann Mueller................................. Vice President 53 1980 John P. O'Mahoney............................... Vice President 38 1993 William S. Russell.............................. Vice President, 1987 Treasurer and 1982 Secretary 46 1986 Mr. O'Mahoney served as European General Manager with the Company from 1990-1993. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Reference is made to the Market Price and Quarterly Dividend Statistics for Common Stock on page 1 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for this information. ITEM 6. SELECTED FINANCIAL DATA. Reference is made to the Ten Year Financial Summary (1985-1994) on pages 8 and 9 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for information on selected financial data. This referenced section should be read in conjunction with the Consolidated Financial Statements and Notes (hereby incorporated by reference) in the Company's 1994 Annual Report to Stockholders, pages 10 to 19. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Reference is made to the Management's Discussion and Analysis on pages 6 and 7 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for this information. 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Financial statements and supplementary data are included in this Form 10-K Annual Report as indicated in Item 14 on pages 6 and 7. Those portions of the Lawter International, Inc. and Subsidiaries' 1994 Annual Report to Stockholders listed under the caption "Consolidated Financial Statements" in Item 14 are hereby incorporated by reference. Reference is also made to the Operating Results by Quarters on page 4 in the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for this information. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no changes in or disagreements with independent auditors on accounting and financial disclosure. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Reference is made to the Company's 1995 Proxy Statement under the heading "ELECTION OF DIRECTORS" (hereby incorporated by reference) and Item 4A "Executive Officers of the Registrant" in Part I of this Form 10-K for this information. ITEM 11. EXECUTIVE COMPENSATION. Reference is made to the Company's 1995 Proxy Statement under the heading "Executive Compensation" (hereby incorporated by reference) for this information. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Reference is made to the Company's 1995 Proxy Statement under the headings "Principal Holders of Common Stock" and "Security Ownership of Management" (hereby incorporated by reference) for this information. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Reference is made to the Company's 1995 Proxy Statement under the heading "Indebtedness of Management" (hereby incorporated by reference) for this information. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a)1. Consolidated Financial Statements-- PAGE NUMBER --------- Balance Sheets as of December 31, 1994 and 1993.................................................. * Statements of Earnings for the years ended December 31, 1994, 1993 and 1992...................... * Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992.................... * Statements of Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992.......... * Notes to the Consolidated Financial Statements--December 31, 1994, 1993 and 1992................. * Report of Independent Public Accountants......................................................... * <FN> ------------------------ * These Consolidated Financial Statements, related Notes and Report of Independent Public Accountants appearing in the Company's 1994 Annual Report to Stockholders, pages 10 to 20, which is filed as an exhibit to this Form 10-K, are incorporated herein by reference. 6 (a)2. Financial Statement Schedules-- PAGE NUMBER ------------- Report of Independent Public Accountants on Schedule................................................ 8 II. Valuation and Qualifying Accounts........................................................ 9 All other schedules are not submitted because they are not applicable, not required or the required information is included in the consolidated financial statements or notes thereto. (a)3. Exhibits-- (3)(a) Certificate of Incorporation, as amended through April 27, 1993 (incorporated by reference to Exhibit I of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993) (File No. 1-7558). (b) Bylaws of the Company, as amended through April 28, 1988 (incorporated by reference to Exhibit II of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988) (File No. 1-7558). (10)(a) Lawter International, Inc. Growth Sharing Plan for Salaried and Office Clerical Hourly Employees, as amended through January 1, 1989 (incorporated by reference to Exhibit (10)(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1989) (File No. 1-7558).* (b) 1983 Incentive Stock Option Plan (incorporated by reference to Exhibit 2 of Registration Statement No. 2-84421).* (c) Amended and restated Non-Qualified Stock Option Plan (incorporated by reference to Exhibit A of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1987) (File No. 1-7558).* (d) 1992 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit (10)(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1992) (File No. 1-7558).* (e) The 1994 Amendment to the 1992 Non-Qualified Stock Option Plan (incorporated by reference to Appendix A of the Company's Definitive Proxy Statement dated April 28, 1994) (File No. 1-7558).* (f) Employment Agreement, dated February 1, 1992, between the Company and Ludwig P. Horn (incorporated by reference to Exhibit (10)(e) of the Company's Annual Report on Form 10-K for the year ended December 31, 1992) (File No. 1-7558).* (g) Employment Agreement, dated September 26, 1987, between the Company and Richard D. Nordman (incorporated by reference to Exhibit (10)(g) of the Company's Annual Report on Form 10-K for the year ended December 31, 1987) (File No. 1-7558).* (h) Form of Employment Agreements, dated September 26, 1987, between the Company and Richard A. Hacker, John P. Jilek, Hermann Mueller and William S. Russell (incorporated by reference to Exhibit (10)(h) of the Company's Annual Report on Form 10-K for the year ended December 31, 1987) (File No. 1-7558).* (13) Lawter International, Inc. and Subsidiaries' 1994 Annual Report to Stockholders (which, except for those portions thereof incorporated by reference in this Form 10-K Annual Report, is furnished for the information of the Commission, but is not deemed to be "filed" as part of this report). (21) Subsidiaries of the Company. Reference is made to the Directory on the inside back cover of the Company's 1994 Annual Report to Stockholders (hereby incorporated by reference) for a listing of significant subsidiaries. (23) Consent of Independent Public Accountants (included in this Form 10-K on page 9). <FN> * These documents constitute all of the management contracts, compensatory plans or arrangements in which any director or executive officer participates. 7 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The foregoing undertaking is made in compliance with Form S-8, as amended as of July 13, 1990, and shall be incorporated by this reference into each Form S-8 of the registrant, including Registration Statements Nos. 33-24859, 33-61506 and 2-84421. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To Lawter International, Inc.: We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Lawter International, Inc. and Subsidiaries' 1994 Annual Report to Stockholders incorporated by reference in this Form 10-K and have issued our report thereon dated February 8, 1995. Our audit was made for the purpose of forming an opinion on those consolidated financial statements taken as a whole. The schedule listed in the index on page 7 is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Chicago, Illinois, February 8, 1995 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated February 8, 1995, included (or incorporated by reference) in this Annual Report of Lawter International, Inc. and Subsidiaries on Form 10-K for the year ended December 31, 1994, into the Company's previously filed Registration Statements on Forms S-3 (File No. 33-24165), S-8 (File No. 33-24859), S-8 (File No. 33-61506) and S-8 (File No. 2-84421). /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Chicago, Illinois, March 27, 1995 8 LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (in thousands) ALLOWANCES FOR DOUBTFUL ACCOUNTS 1994 1993 1992 ------------------------------------------------------------------------------------ --------- --------- --------- Balance at beginning of year........................................................ $ 319 $ 632 $ 237 Additions (credited)/charged to earnings.......................................... (30) 66 436 Additions/(deductions) for accounts written off, net of recoveries................ 126(1) (379) (41) --------- --------- --------- Balance at end of year.............................................................. $ 415 $ 319 $ 632 --------- --------- --------- --------- --------- --------- <FN> ------------------------ (1) Includes approximately $179,000 of Cremona Resine allowance for doubtful accounts which was acquired June 30, 1994. 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ______LAWTER INTERNATIONAL, INC.______ (Registrant) /s/ DANIEL J. TERRA -------------------------------------- Daniel J. Terra Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ WILLIAM S. RUSSELL -------------------------------------- William S. Russell Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 27, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: /s/ LEONARD P. JUDY -------------------------------------- Leonard P. Judy, March 27, 1995 Director /s/ RICHARD D. NORDMAN -------------------------------------- Richard D. Nordman, March 27, 1995 Director /s/ FRED G. STEINGRABER -------------------------------------- Fred G. Steingraber, March 27, 1995 Director /s/ DANIEL J. TERRA -------------------------------------- Daniel J. Terra, March 27, 1995 Director Registrant's 1994 Annual Report to Stockholders, some portions of which have been incorporated by reference in this Form 10-K, has been previously sent to each stockholder and was included with this report to the Securities and Exchange Commission. 10