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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
For The Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period _____ to _____
COMMISSION FILE NUMBER
0-27222
CFC INTERNATIONAL, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
CFC INTERNATIONAL, INC.
500 State Street
Chicago Heights, IL 60411
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REQUIRED INFORMATION
Page
----
(a) Financial Statements - Plan financial statements 3-14
and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index to Financial Statements
attached hereto, which is incorporated herein
by reference.
(b) Signatures 15
(c) Exhibits 16
23 Consent of Independent Accountants
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
--------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
Page
----
Report of Independent Accountants 5
Financial Statements:
Statement of Net Assets Available for
Plan Benefits with Fund Information at
December 31, 1998 and 1997 6
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information for the year
ended December 31, 1998 7
Notes to Financial Statements 8-11
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment
Purposes as of December 31, 1998 Schedule I
Item 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1998 Schedule II
All other schedules of additional information required by Section 2520.103-10 of
the Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
Report of Independent Accountants
June 29, 1999
To the Participants
and Administrator of
the CFC International, Inc.
Employees' Savings and
Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the CFC International, Inc. Employees' Savings and Investment Plan (the
"Plan") at December 31, 1998 and 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes and Schedule of Reportable Transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewatethouseCoopers LLP
Chicago, Illinois
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998 AND 1997
--------------------------
Fund Information
-----------------------------------------------------------------------
ABN LaSalle ABN
AMRO S&P AMRO ABN ABN
Treasury 500 Interna- AMRO AMRO CFC
Money Equity tional Small Fixed Company
Market Index Equity Cap Income Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
December 31, 1998
Invest-
ments,
at
fair
val-
ue $1,047,136 $4,112,314 $585,554 $548,662 $780,341 $231,928 - $7,305,935
Receivables:
Par-
tici-
pant
con-
tribu-
tions 3,969 15,872 1,485 1,959 3,817 756 - 27,858
Employer
con-
tribu-
tions 1,237 4,948 463 611 1,190 236 - 8,685
----- --------- ------- ------ -------- ------- --- ---------
Total
re-
ceiv-
ables 5,206 20,820 1,948 2,570 5,007 992 - 36,543
Loans to
par-
tici-
pants - - - - - - $74,587 74,587
-------- --------- ------- ------ -------- ------- ------- ------
Net
assets
avail-
able
for
plan
bene-
fits$1,052,342 $4,133,134 $587,502 $551,232 $785,348 $232,920 $74,587 $7,417,065
========== ========== ======== ======== ======== ======== ======= ==========
December 31, 1997
Invest-
ments,
at
fair
val-
ue $4,218,654 $2,198,676 $ 10,928 $ 11,256 $391,150 $242,787 - $7,073,451
Receivables:
Par-
tici-
pant
con-
tribu-
tions 3,672 15,920 1,575 1,453 2,352 - - 24,972
Employer
con-
tribu-
tions 1,032 4,468 442 407 660 - - 7,009
----- --------- ------- ------ -------- ------- --- ---------
Total
re-
ceiv-
ables 4,704 20,388 2,017 1,860 3,012 - - 31,981
Loans
to
par-
tici-
pants - - - - - - 120,792 120,792
------ --------- ------- ------ ------ ------- ------- -------
Net
assets
avail-
able
for
plan
bene-
fits$4,223,358 $2,219,064 $ 12,945 $13,116 $394,162 $242,787 $120,792 $7,226,224
========== ========== ======== ======== ======== ======== ======= ==========
The accompanying notes are an integral part of these statements.
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
----------------------------------------------------------
Fund Information
-----------------------------------------------------------------------
ABN LaSalle ABN
AMRO S&P AMRO ABN ABN
Treasury 500 Interna- AMRO AMRO CFC
Money Equity tional Small Fixed Company
Market Index Equity Cap Income Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
Sources of net assets:
Emplo-
yee
con-
tribu-
tions$ 71,544 $ 249,650 $ 24,445 $ 34,799 $ 42,712 $ 25,451 - $ 448,601
Em-
ployer
match-
ing
con-
tribu-
tions 13,909 68,009 5,888 8,152 15,399 3,290 - 114,647
Net
appreciation/
(depreciation)
in fair
value
of
in-
vest-
ments - 824,845 74,443 (103,394) (5,657)(126,150) - 664,087
Interest
and
dividend
income 84,548 - 7,184 12,144 36,783 - 8,367 149,026
Other
income
(loss) 49,724 17,839 15,404 12,044 (3,705) (12,260) - 79,046
------ ------ ------ ------ ------- -------- ---- -------
Total
sources
of
net
assets 219,725 1,160,343 127,364 (36,255) 85,532 (109,669) 8,367 1,455,407
------- --------- ------- ------- ------ --------- ----- ---------
Uses
of
net
assets:
Bene-
fits
paid 299,897 501,675 47,833 64,598 163,673 165,741 21,149 1,264,566
------- --------- ------- ------ ------- ------- ------ ---------
Total
uses
of
net
as-
sets 299,897 501,675 47,833 64,598 163,673 165,741 21,149 1,264,566
------- --------- ------- ------ ------- ------- ------ ---------
Net
inter-
fund
trans-
fers(3,090,844) 1,255,402 495,026 638,969 469,327 265,543(33,423) -
Increase
(decrease)
in
net
assets
avail-
able
for
plan
bene-
fits(3,171,016) 1,914,070 574,557 538,116 391,186 (9,867)(46,205) 190,841
Net
assets
avail-
able
for
plan
bene-
fits:
Beginning
of
year 4,223,358 2,219,064 12,945 13,116 394,162 242,787 120,792 7,226,224
--------- --------- ------- ------ ------- ------- ------- ---------
End
of
ye-
ar $1,052,342 $4,133,134 $587,502 $551,232 $785,348 $232,920 $74,587 $7,417,065
========== ========== ======== ======== ======== ======== ======= ==========
The accompanying notes are an integral part of these statements.
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- ---------------------------------
The following description of the CFC International, Inc. Employees' Savings and
Investment Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan for more complete information.
The Plan is a defined contribution plan whose purpose is to provide retirement
benefits for eligible employees of CFC International, Inc. (the Company),
formerly The Coated Film Company, and its wholly owned subsidiaries.
Plan administration
- -------------------
The Plan assets are held by the LaSalle National Trust, N.A. (the Custodian).
The Custodian controls and has the authority to invest all contributions to the
Plan. Individual participant accounts are maintained by SunGard Employee Benefit
Systems (the Recordkeeper) for each investment fund and are credited with
contributions, actual earnings from each investment fund in which such
contributions are invested, and forfeitures. The Recordkeeper also calculates
and charges individual participant accounts for withdrawals and benefit payments
under the terms of the Plan. All administrative expenses of the Plan are borne
by the Company.
Contribution policy
- -------------------
Eligible employees may contribute between 2% and 18% of their annual
compensation under a salary deferral agreement and can include up to 10% of that
amount under a post-tax voluntary contribution arrangement. For each employee's
salary deferral contribution up to a maximum of 4% of annual compensation, as
defined, the Company will contribute 50% of such employee contribution. In
addition, the Company may make a discretionary contribution to the Plan each
year.
Participation and vesting
- -------------------------
Employees who have completed one year of service and are at least 21 years of
age are eligible to participate in the Plan. Participants are fully vested in
their own contributions and in the Company's matching contributions.
Participants gradually become vested in the Company discretionary contribution,
with full vesting after 7 years of service. Forfeitures of nonvested participant
balances are allocated in a manner similar to the Company discretionary
contribution.
Withdrawals
- -----------
Participants may withdraw any portion of their voluntary after-tax contributions
at any time. In order for participants to withdraw a portion of their salary
deferral contribution, they must show financial hardship, as defined in the
Plan.
Termination
- -----------
The Company believes the Plan will continue without interruption, however, it
has the right to amend or terminate the Plan at any time. Should the Plan be
terminated, participant account balances become 100% vested and Plan assets,
after allowances for expenses of administration or liquidation, shall be
allocated proportionately to each participant based on the net aggregate value
of the participants' investment determined as of the date of Plan
discontinuance.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------
Basis of accounting
- -------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Investments and investment income
- ---------------------------------
The ABN AMRO Treasury Money Market Fund is a pooled money market fund whose
investments are stated at fair market value as determined by the Custodian.
Interest income on this fixed income fund is credited to individual participant
accounts when earned.
The LaSalle National Trust S&P 500 Equity Index Fund is an equity mutual fund
whose investments are stated at fair market value based upon published market
quotations on the last business day of the year.
The ABN AMRO International Equity Fund invests in a portfolio consisting
primarily of the equity securities of issuers in at least three countries other
than the United States. The investments are stated at fair market value as
determined by the Custodian.
The ABN AMRO Small Cap Fund invests in a portfolio consisting primarily of the
common stocks of corporations with smaller capitalization levels that have a
strong prospect for earnings growth. Due to the nature of the investments, the
fund's share may fluctuate significantly in the short term. The investments are
stated at fair market value as determined by the Custodian.
The ABN AMRO Fixed Income Fund invests in a portfolio consisting primarily of
quality intermediate and long-term fixed income securities. The investments are
stated at fair market value as determined by the Custodian.
The CFC International, Inc., common stock is a riskier investment; therefore,
the Plan limits individuals to invest not more than 50% of their fund balance in
the CFC Company Stock Fund. CFC International, Inc., does not pay dividends;
therefore, no dividend income is credited to the individual participant's
account.
All contributions to the CFC Company Stock Fund are initially deposited into the
ABN AMRO Treasury Money Market Fund. The trustee initiates investment
purchases and sales based on elected investment percentages. Interest
income arises from the delay between when funds are deposited and when CFC
shares are acquired.
Purchases and sales of securities, including related gains and losses, are
recorded on a trade-date basis.
The plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Contributions
- -------------
Employer discretionary contributions are recognized during the period in which
approved by the Company's board of directors. No discretionary contributions
were made during the year ended December 31, 1998. Employer matching and
employee contributions are recognized during the period in which the employee's
related compensation is earned.
Use of estimates
- ----------------
The preparation of financial statements in accordance with generally accepted
accounting principles requires the use of estimates by management regarding the
reported amounts of assets and liabilities as well as the revenue and expenses
recognized during the reporting period. Actual results could differ from these
estimates.
Participant Loans
- -----------------
Effective January 1, 1998, the Plan provides that a participant may borrow from
the Plan an amount of at least $1,000 in multiples of $100 and not to exceed the
lessor of 50% of the participant's vested account balance or $50,000 less the
excess of the highest outstanding loan balance during the previous one year
period over the outstanding balance as of the date of the loan. Each participant
loan is evidenced by a note and is considered an investment of that
participant's account. Accordingly, principal and interest payments are credited
to the respective participant's account. Each participant note carries an
interest rate equal to the prime rate plus 1 percent on the date of the loan.
Repayment occurs through payroll withholding over a period not to exceed 60
months, unless the loan is for the purchase or construction of a home, in which
case the repayment period may extend to 180 months. Note that the loan balance
as of December 31, 1997 relates to the transfer of existing loans from the
Northern Bank Note Company ("NBNC"). See additional information in Note 5.
NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS
- ---------------------------------------
Party-in-interest transactions consisted of loans made to participants and
investments in the CFC Company Stock Fund. Stock in the CFC Company Stock Fund
is acquired on the open market at fair market value on the date purchased.
Party-in-interest transactions also consist of the investments in the LaSalle
S&P 500 Index Fund and ABN AMRO Funds, as LaSalle is the trustee of the Plan and
related to ABN AMRO.
NOTE 4 - TAX STATUS:
- --------------------
A favorable determination letter dated September 12, 1995 has been received from
the Internal Revenue Service regarding the Plan's tax-exempt status. Further,
the Plan administrator believes the Plan is designed and being operated in
accordance with its terms and Internal Revenue Code requirements. Accordingly,
no provision for taxes has been made in the accompanying financial statements.
NOTE 5 - TRANSFER FROM OTHER PLAN
- ---------------------------------
On September 3, 1997, the Company acquired substantially all of the assets and
assumed substantially all of the liabilities of NBNC. NBNC is a financial
security printer of stock certificates and other intaglio printed documents.
Effective October 1, 1997, investments of NBNC employees now employed by the
Company were transferred to the Plan in the amount of $3,486,873.
SCHEDULE I
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Description of
investment including
Idneity of issue, maturity date, rate of
borrower, lessor, interest collateral, Current
or similar party par or maturity value Cost Value
- ---------------- --------------------- ---- -----
ABN AMRO Treasury* ABN AMRO Treasury Money
Market Fund $1,047,136 $1,047,136
LaSalle National LaSalle S&P 500 Index Fund 2,750,851 4,112,314
Trust*
ABN AMRO Treasury* ABN AMRO International
Equity Fund 517,390 585,554
ABN AMRO Treasury* ABN AMRO Small Cap Fund 636,774 548,662
ABN AMRO Treasury* ABN AMRO Fixed Income Fund 769,386 780,341
CFC
International, Inc.* CFC Company Stock Fund 367,461 231,928
Participant Loans* Loans, 7.1 - 9% - 74,587
---------- ----------
Total Assets $6,088,998 $7,380,522
*Denotes party in interest transaction
SCHEDULE II
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
--------------------------------------
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Current
value
Iden- Expense of
tity Des- Num- in- asset
of crip- ber curred on Net
Party tion of Pur- Sell- Lease with Cost trans- gain
In- of Trans- chase ing Ren- trans- of action or
volved Asset actions Price Price tal action Asset Date (loss)
- ------ ----- ------- ----- ----- --- ------ ---------- ------
ABN ABN
AMRO AMRO
Treas- Govern-
ury ment
Money
Market
Fund 25 $ 393,003 - - - - $393,003 -
ABN ABN
AMRO AMRO
Treas- Govern-
ury ment
Money
Market
Fund 35 - 393,003 - - 393,003 393,003 -
ABN ABN
AMRO AMRO
Treas- Treas-
ury ury
Money
Market
Trust 34 476,655 - - - 476,655 - -
ABN ABN
AMRO AMRO
Treas- Treas-
ury ury
Money
Market
Trust 18 - 472,772 - - 472,772 472,772 -
ABN ABN
AMRO AMRO
Treas- Treas-
ury ury
Money
Market
Fund
401K
Rein-
vest-
ment 114 176,793 - - - - 176,793 -
ABN ABN
AMRO AMRO
Treas- Treas-
ury ury
Money
Market
Fund
401K
Rein-
vest-
ment 41 - 165,376 - - 165,376 165,376 -
CFC Common
Inter- Stock 12 - 215,189 - - 270,213 215,189 (55,024)
na-
tional,
Inc.
CFC Common
Inter- Stock 5 338,242 - - - - 338,242 -
na-
tional,
Inc.
LaSalle LaSalle
National S&P
Trust 500
Index 165 1,822,873 - - - - 1,822,873 -
LaSalle LaSalle
National S&P
Trust 500
Index 69 - 732,210 - - 564,100 732,210 168,110
Rem- Rem-
brandt brandt
Treasury Fixed
Income
Fund 80 449,859 - - - - 449,859 -
Rem- Rem-
brandt brandt
Treasury Fixed
Income
Fund 39 - 62,628 - - 62,190 62,628 438
Rem- Rem-
brandt brandt
Treasury Inter-
national
Equity
Fund 55 514,679 - - - - 514,679 -
Rem- Rem-
brandt brandt
Treasury Inter-
national
Equity
Fund 11 - 6,444 - - 5,888 6,444 556
Rem- Rem-
brandt brandt
Treasury Small
Cap
Fund 54 664,847 - - - - 664,847 -
Rem- Rem-
brandt brandt
Treasury Small
Cap
Fund 11 - 11,958 - - 11,371 11,958 587
Rem- Rem-
brandt brandt
Treasury Treas-
sury
Money
Market
Fund 69 100,524 - - - - 100,524 -
Rem- Rem-
brandt brandt
Treasury Treas-
sury
Money
Market
Fund 69 - 3,320,223 - - 3,320,223 3,320,223 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
CFC INTERNATIONAL, INC. EMPLOYEES
SAVINGS AND INVESTMENT PLAN
BY: /s/ Dennis W. Lakomy
Dennis W. Lakomy
Plan Administrator
Date: June 30, 1999
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-2978 and 333-32481) of CFC International, Inc.
of our report dated June 29, 1999 appearing on page 5 of this Form 11-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 30, 1999