UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(mark one)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____ TO ____
COMMISSION FILE NUMBER 1-12854
MCWHORTER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3919940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 EAST COTTAGE PLACE
CARPENTERSVILLE, ILLINOIS 60110 847-428-2657
(Address of principal executive offices, (Registrant's telephone number
including zip code) including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Exchange on
Title of Each Class Which Registered
- ------------------------------- -----------------------
Common Stock, $0.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
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 / /
As of June 11, 1999, 10,059,629 shares of common stock were outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The accompanying interim financial statements of McWhorter Technologies,
Inc. (the Company or McWhorter) do not include all disclosures normally provided
in annual financial statements. These financial statements are unaudited but
include all adjustments that McWhorter's management considers necessary for a
fair presentation. These adjustments consist of normal recurring accruals.
Interim results are not necessarily indicative of the results expected for the
year. The financial statements and the accompanying discussion and analysis of
results of operations and financial condition should be read in conjunction with
the financial statements and notes contained in McWhorter's Annual Report on
Form 10-K for the fiscal year ended October 31, 1998. All references to years
are to fiscal years ended October 31. Unless otherwise stated, per share
information is on a diluted basis.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Quarter Ended Six Months Ended
April 30, April 30,
---------------------------- ----------------------------
1999 1998 1999 1998
(Note 1) (Note 1)
------------- ------------- ------------- -------------
Net sales $ 113,494 $ 115,614 $ 209,729 $ 213,734
Costs and expenses:
Cost of sales (Note 2) 94,434 96,763 176,000 181,894
Research 3,113 2,741 5,978 5,395
Selling, general and administrative 7,686 7,462 15,529 14,501
Other (income) expense, net 44 (208) (23) (476)
------------- ------------- ------------- -------------
Income from operations 8,217 8,856 12,245 12,420
Interest expense, net 2,025 1,821 4,006 3,421
------------- ------------- ------------- -------------
Income before income taxes 6,192 7,035 8,239 8,999
Income tax expense (Note 3) 2,539 675 3,378 1,430
------------- ------------- ------------- --------------
Net income $ 3,653 $ 6,360 $ 4,861 $ 7,569
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share - basic (Note 4) $ .36 $ .62 $ .47 $ .74
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share - diluted (Note 4) $ .36 $ .61 $ .47 $ .73
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
See Notes to Consolidated Financial Statements
2
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
April 30, October 31,
1999 1998
(Note 1)
----------- -----------
ASSETS
Current assets:
Cash $ 3,961 $ 4,099
Accounts receivable 79,214 82,765
Inventories (Note 5) 41,666 40,207
Other current assets 12,111 12,193
----------- -----------
136,952 139,264
Property, plant and equipment 202,340 198,900
Accumulated depreciation (65,246) (58,384)
----------- -----------
Net property, plant and equipment 137,094 140,516
Intangibles, net 72,520 76,117
Other assets 7,623 6,568
----------- -----------
$ 354,189 $ 362,465
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 20,438 $ 26,474
Trade accounts payable 48,520 49,808
Accrued liabilities 12,833 17,812
----------- -----------
81,791 94,094
Long-term debt, less current portion 136,487 130,128
Deferred income taxes 24,196 23,695
Accrued environmental liabilities 1,230 1,566
Other liabilities 5,531 5,538
Shareholders' equity:
Common stock (par value $.01 per share;
authorized 30,000,000 shares;
issued 10,965,547 shares at April 30,
1999 and October 31, 1998) 110 110
Additional paid-in capital 11,111 10,931
Retained earnings 110,685 105,824
Currency translation adjustments (1,883) 2,381
Treasury stock, at cost (873,918 shares at April 30, 1999
and 644,451 shares at October 31, 1998) (13,804) (10,471)
Other (1,265) (1,331)
----------- -----------
104,954 107,444
----------- -----------
$ 354,189 $ 362,465
----------- -----------
----------- -----------
See Notes to Consolidated Financial Statements
3
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
Additional Currency Total
Common Paid-in Retained Translation Treasury Shareholders'
Stock Capital Earnings Adjustments Stock Other Equity
-------------------------------------------------------------------------------------
Balance October 31, 1997 $ 110 $10,867 $ 92,980 $ (940) $ (9,716) $(1,633) $ 91,668
Comprehensive income:
Net income 12,844 12,844
Foreign currency translation
adjustments 3,321 3,321
-----------
Total comprehensive income 16,165
-----------
Issuance of common stock for
restricted stock awards 55 100 (94) 61
Deferred compensation stock plan (322) 396 74
Exercise of stock options 9 139 148
Purchase of treasury shares (672) (672)
-------------------------------------------------------------------------------------
Balance October 31, 1998 $ 110 $10,931 $105,824 $ 2,381 $ (10,471) $(1,331) $ 107,444
Comprehensive income:
Net income 4,861 4,861
Foreign currency translation
adjustments (4,264) (4,264)
-----------
Total comprehensive income 597
-----------
Issuance of common stock for
restricted stock awards 180 505 685
Deferred compensation stock plan (37) 66 29
Purchase of treasury shares (3,801) (3,801)
-------------------------------------------------------------------------------------
Balance April 30, 1999 $ 110 $11,111 $110,685 $ (1,883) $ (13,804) $(1,265) $ 104,954
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended April 30,
----------------------------
1999 1998
(Note 1)
------------ ------------
OPERATING ACTIVITIES
Net income $ 4,861 $ 7,569
Adjustments to reconcile net income to
net cash provided (used) by operating activities:
Depreciation and amortization 8,883 7,738
Deferred income taxes (163) (840)
Other, net 290 (37)
Changes in working capital:
Accounts and notes receivable 1,085 (4,281)
Inventories (2,254) (1,449)
Trade accounts payable and accrued liabilities (2,891) (1,360)
Other current assets (412) 977
------------ ------------
Net cash provided by operating activities 9,399 8,317
INVESTING ACTIVITIES
Acquisition spending, net of cash acquired (55,231)
Capital expenditures (7,867) (10,992)
Investment in and advances to joint ventures (1,607)
Other, net 117 (420)
------------ ------------
Net cash used by investing activities (7,750) (68,250)
FINANCING ACTIVITIES
Increase in debt, net 2,014 57,509
Purchase of treasury stock (3,801)
Proceeds from exercise of stock options 58
------------ ------------
Net cash provided (used) by financing activities (1,787) 57,567
Decrease in cash (138) (2,366)
Cash at beginning of period 4,099 3,929
------------ ------------
Cash at end of period $ 3,961 $ 1,563
------------ ------------
------------ ------------
See Notes to Consolidated Financial Statements
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. On April 1, 1998, the Company completed the acquisition of substantially
all of the assets of Accurate Coatings and Dispersions, Inc. (Accurate)
for approximately $39,400,000 and the assumption of $6,500,000 in debt.
The acquisition was accounted for using the purchase method. The excess
of the purchase price over the net book value of the assets acquired was
approximately $35,000,000, the largest component of which was allocated
to goodwill. The results of Accurate have been included in the
consolidated results of the Company since the date of acquisition. The
pro forma operating results, including Accurate for the entire second
quarter and six months ended April 30, 1998, would not have been
materially different from the consolidated results of the Company.
2. Second quarter 1998 results included a pretax charge of approximately
$500,000 ($300,000 after taxes, or 3 cents per share) related to the
one-time write-off of the excess of fair value over net book value
associated with inventories acquired as part of the purchase of
Accurate.
3. Second quarter 1998 results included a reduction in income tax expense
of $2,311,000 (22 cents per share) relating to the impact on deferred
income taxes of changes in the Italian income tax regulations.
4. Earnings per share is computed by dividing net income by the weighted
average number of shares of stock (basic) plus stock equivalents
(diluted) outstanding during the year. Stock equivalents consist
primarily of stock options and are included in the calculation of
weighted average shares outstanding using the treasury stock method.
Basic weighted average shares reconciles to diluted weighted average
shares as follows:
Quarter ended April 30, Six months ended April 30,
1999 1998 1999 1998
----------------------------------------------------------------------------------------------------
Basic weighted
average shares outstanding 10,177,375 10,241,666 10,236,778 10,241,777
Dilutive effect of
common stock equivalents 31,593 169,553 60,409 160,753
----------------------------------------------------------------------------------------------------
Diluted weighted
average shares outstanding 10,208,968 10,411,219 10,297,187 10,402,530
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
5. The major classes of inventories consist of the following:
April 30, October 31,
DOLLARS IN THOUSANDS 1999 1998
--------------------------------------------------------------------------------------------------------
Manufactured products $27,453 $26,339
Raw materials, supplies and work-in-process 14,213 13,868
--------------------------------------------------------------------------------------------------------
$41,666 $40,207
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
6. During the first quarter of 1999, the Company adopted Statement of
Financial Accounting Standard (SFAS) No. 130, "Reporting Comprehensive
Income". In accordance with SFAS No. 130, the Company has reported
comprehensive income and its components in the Company's Consolidated
Statement of Shareholders' Equity. Adoption of this statement had no
material effect on the Company's financial position, results of
operations, or cash flows.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
OVERVIEW
McWhorter is a leading manufacturer of surface coating resins and colorants and
is a manufacturer of resins used in the reinforced fiberglass plastics industry.
Surface coating resins are a primary component of paints and coatings. Colorants
are used to disperse pigments in paints and coatings. Resins used for reinforced
fiberglass plastics are a primary component for various fiberglass products. On
April 1, 1998, the Company completed the acquisition of Accurate Coatings and
Dispersions, Inc. (Accurate). Accurate, located in South Holland, Illinois,
manufactures and distributes colorants for the coatings industry. The
acquisition of Accurate expands McWhorter's presence in the colorant market and
better enables the Company to serve its customers. McWhorter purchased Arizona
Chemical's customer list and technology related to its European alkyd resin
business in April 1998. The Company strengthened its global presence with the
purchase of the equity interests of its joint venture partners in McWhorter
Technologies Europe (McWhorter Europe) in the first quarter of 1998. As a
result, the Company increased its equity interest in McWhorter Europe from 33
percent to 100 percent.
RESULTS OF OPERATIONS
Net sales decreased 2 percent in the second quarter of 1999 to $113,494,000
compared to $115,614,000 in the same period of 1998. For the first six months of
1999, net sales decreased 2 percent to $209,729,000 compared to $213,734,000 in
the same period last year. The decrease in net sales resulted from lower volumes
in the Company's European liquid coating resins business and was offset by the
inclusion of Accurate sales for the entire second quarter of 1999 and improved
volumes in the Company's composite polymers business.
The Company's gross profit margin for the second quarter of 1999 was 16.8
percent compared to 16.3 percent in last year's second quarter. For the first
six months of 1999, gross profit margin increased to 16.1 percent in 1999 from
14.9 percent in the comparable period last year. Margins were favorably impacted
by lower raw material costs, product mix, and internal process improvements in
the U.S. Favorable U.S. margin improvements were partially offset by absorption
issues in the Company's European liquid coatings business resulting from lower
than anticipated volumes. 1998 Margins were unfavorably impacted by the one-time
write-off of inventory acquired as part of the Accurate purchase discussed in
Note 2 of the Notes to Consolidated Financial Statements.
Operating expenses (research, and selling, general and administrative) for the
second quarter of 1999 were 9.5 percent of net sales compared to 8.8 percent in
the prior year's second quarter. For the first six months of 1999, operating
expenses were 10.3 percent of net sales compared to 9.3 percent last year. The
inclusion of Accurate and higher professional services expense in the U.S. base
businesses were partially offset by lower expenses in the Company's European
businesses.
Net interest expense was $2,025,000 in the second quarter of 1999 compared to
$1,821,000 in
7
the prior year's second quarter. For the first six months of 1999,
net interest expense was $4,006,000 compared to $3,421,000 in the prior year.
The increase is due to debt borrowed to fund the Accurate acquisition.
The effective tax rate for the second quarter and first six months of 1999 was
41.0 percent versus 42.0 percent in the comparable periods a year ago, excluding
the favorable adjustments to 1998 income tax expense discussed in Note 3 of the
Notes to Consolidated Financial Statements. The effective tax rate decreased as
a result of the foreign and domestic earnings mix.
Net income for the second quarter of 1999 was $3,653,000, or 36 cents per share
compared to last year's second quarter net income of $6,360,000, or 61 cents per
share. For the first six months of 1999, net income was $4,861,000, or 47 cents
per share compared to last year's $7,569,000, or 73 cents per share.
FINANCIAL CONDITION
At April 30, 1999 the Company's working capital was $55,161,000 and the current
ratio was 1.7. At October 31, 1998 the Company's working capital was $45,170,000
and the current ratio was 1.5. In the first six months of 1999, cash provided by
operations was $9,399,000 compared to cash provided by operations of $8,317,000
in the comparable period a year ago. Working capital changes accounted for the
improvement.
Investing activities used cash of $7,750,000 in the first six months of 1999 and
$68,250,000 in the same period a year ago. The change resulted primarily from
the purchase of the equity interests of the Company's joint venture partners in
McWhorter Europe in the first quarter of 1998 and the acquisition of Accurate in
the second quarter of 1998. Capital expenditures of $7,867,000 in the first six
months of 1999 were primarily for implementation of an Enterprise Resource
Planning package and productivity improvements. Capital expenditures of
$10,992,000 in the first six months of 1998 were primarily for the construction
of the new research and development facility, powder capacity expansion, and
productivity improvements. Capital spending for the fiscal year 1999 is
currently anticipated to be between $20,000,000 and $25,000,000.
Financing activities used cash of $1,787,000 in the first six months of 1999
compared to cash provided of $57,567,000 in the comparable period a year ago.
The decrease was primarily attributed to borrowings in the first quarter and
second quarter of 1998 to fund the purchases of the equity interests of the
Company's joint venture partners in McWhorter Europe and Accurate. Debt as a
percentage of invested capital was 59.9 percent at April 30, 1999 up from 59.3
percent at October 31, 1998. Total debt increased to $156,925,000 at April 30,
1999 from $156,602,000 at October 31, 1998.
The Company has a $150,000,000 unsecured revolving credit facility that
terminates on July 30, 2002. At April 30, 1999, approximately $20,200,000 was
available under this facility. The Company's European subsidiaries, primarily
the Italian subsidiary, have short-term lines of credit that are cancelable at
any time of approximately $24,633,000 of which approximately $11,300,000 is
available for future use at April 30, 1999. The credit facilities and internally
generated funds are expected to be adequate to finance McWhorter's capital
expenditures and
8
other operating requirements.
The resolution, adopted by the Board of Directors in May 1998, authorizing the
repurchase by the Company of up to an aggregate of 500,000 shares of its common
stock expired in May 1999. The Company purchased 293,300 shares at a cost of
$4,473,000 under this plan, as of April 30, 1999. The Board of Directors adopted
a new resolution in May 1999 authorizing the repurchase by the Company of up to
an aggregate of 500,000 shares of its common stock. The new resolution expires
in May 2000.
With respect to environmental liabilities, management reviews each site, taking
into consideration the numerous factors that influence the costs that will
likely be incurred. Reserves are adjusted as additional information becomes
available to better estimate the total remediation costs at individual sites.
While uncertainties exist with respect to the amounts and timing of McWhorter's
ultimate environmental liabilities, management believes that such liabilities,
individually and in the aggregate, will not have a material adverse effect on
the Company's financial condition or results of operations.
IMPACT OF YEAR 2000
During 1999, the Company continued its program to prepare its information
technology (IT) and non-information technology (non-IT) systems for year 2000
compliance. The year 2000 issue relates to computer systems that use two digits
rather than four to define the applicable year and whether such systems will
properly process information when the year changes to 2000.
The Company has completed an assessment of the impact of the year 2000 on its
purchased and internally developed IT systems. The current purchased and
internally developed software is year 2000 compliant. The Company is currently
in the process of modifying and testing its non-IT systems to ensure that these
systems will function properly with respect to dates in the year 2000. Non-IT
systems are expected to be compliant by October 1999. The Company has begun
formal communications with significant suppliers and customers to determine the
extent to which the Company's activities would be impacted by those third
parties' failure to remediate their own year 2000 issues.
The estimated costs related to testing and modifying existing systems for year
2000 compliance are approximately $575,000, of which $370,000 has been spent or
committed to date. Approximately $525,000 of the total compliance costs are
expected to be capital expenditures. No significant information systems projects
have been deferred to accommodate the year 2000 issues.
Year 2000 compliance is expected to be achieved no later than October 1999. The
Company believes that with the planned modifications, year 2000 issues will not
have a material impact on operations. However, if these modifications are not
made, or are not completed on a timely basis, year 2000 issues could result in
the temporary inability to process orders, send invoices, or engage in similar
business activities, which would have a material impact on the Company's
operations. Failure by significant suppliers and customers to be year 2000
compliant could also have a material impact on the Company. The amounts of
potential liability and lost revenue
9
resulting from the failure to be year 2000 compliant cannot be reasonably
estimated at this time.
The Company's contingency plans will be finalized as the testing of systems is
completed. Contingency plans are expected to be completed by July 1999. These
plans include the manual processes required to perform critical business
functions that could be affected by year 2000 issues.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
Management's discussion and analysis contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such statements relate to, among other things, expenditures, cost
reductions, cash flow, operating improvements, and year 2000 compliance, and are
indicated by words such as "estimates", "expects", and similar words and
phrases. Such statements are subject to inherent uncertainties and risks which
could cause actual results to vary materially from expected results, including
but not limited to the following: levels of industrial activity and economic
conditions in the U.S. and other countries around the world, pricing pressures
and other competitive factors, and levels of capital spending in certain
industries, all of which could have a material impact on the Company's order
rates and product sale prices; McWhorter's ability to integrate and operate
acquired businesses on a profitable basis; the relationship of the U.S. dollar
to other currencies and its impact on pricing and cost competitiveness; interest
rates; utilization of McWhorter's capacity and the effect of capacity
utilization on McWhorter's costs; labor market conditions and raw material
costs; developments with respect to contingencies, such as environmental matters
and litigation; year 2000 compliance; and other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in information relating to market risk since
the Company's disclosure included in Item 7A of Form 10-K as filed with the
Securities and Exchange Commission on January 26, 1999.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
ITEM 2. CHANGES IN SECURITIES. Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On February 17, 1999, the annual meeting of stockholders of the Company was
held. The following individuals were elected directors at the meeting and the
voting results were as follows:
Directors Votes For Votes Withheld
- --------- --------- --------------
Michelle L. Collins 7,544,308 13,703
Edward M. Giles 7,544,677 13,334
D. George Harris 7,544,503 13,508
John G. Johnson, Jr. 7,544,677 13,334
Jeffrey M. Nodland 7,541,922 16,089
John R. Stevenson 7,545,158 12,853
Heinn F. Tomfohrde III 7,544,586 13,425
In addition, the following proposal was submitted to stockholders as described
in the Company's Proxy Statement dated January 4, 1999 and was voted upon and
approved by the stockholders at the meeting, with the voting results as follows:
Proposal Votes For Votes Against Abstentions
- -------- --------- ------------- -----------
Ratification of Ernst & Young
LLP as auditors 7,528,088 27,930 1,993
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The exhibits listed in the accompanying "Exhibit Index" are
filed as part of this report.
(b) No reports on Form 8-K were filed during the second quarter of
1999.
11
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.
McWhorter Technologies, Inc.
/s/ Louise M. Tonozzi-Frederick
------------------------------------------
Louise M. Tonozzi-Frederick
Vice President and Chief Financial Officer
Date: June 11, 1999
12
EXHIBIT INDEX
Exhibit Incorporated Herein
Number Description by Reference to
- ------------------------------------------------------------------------------------------------------------------------
3.1 Certificate of Incorporation, as amended Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
3.2 By-Laws, as amended Form 10-K Registration Statement for the fiscal
year ended October 31, 1996
4.1 Form of Common Stock Certificate Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
4.2 Rights Agreement Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
4.2.1 First Amendment to Rights Agreement
10.1 Distribution Agreement Form S-1 Registration Statement (Registration
No. 33-75726) originally filed on February 25,
1994
10.2 Environmental Matters Agreement Form S-1 Registration Statement (Registration
No. 33-75726) originally filed on February 25,
1994
10.3 Amended and Restated Technology License Agreement Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
10.4 Tax Sharing Agreement Form S-1 Registration Statement (Registration
No. 33-75726) originally filed on February 25,
1994
10.5 Amended and Restated Master Tolling Agreement Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
10.8 1994 Stock Incentive Plan Form S-1 Registration Statement (Registration
No. 33-75726) originally filed on February 25,
1994
10.8.1 Amendment to 1994 Stock Incentive Plan Form 10-Q for the quarterly period ended April
30, 1995
10.9 Employee Stock Ownership Plan and Trust Form 10-K Registration Statement for the fiscal
year ended October 31, 1994
10.9.1 Amendment to Employee Stock Ownership Trust Form 10-K Registration Statement for the fiscal
year ended October 31, 1998
13
Exhibit Incorporated Herein
Number Description by Reference to
- ----------------------------------------------------------------------------------------------------------------------------------
10.10.1 Amendment to 401(k) Savings Plan Trust Form 10-K Registration Statement for the fiscal
year ended October 31, 1998
10.11 Sale and Purchase of Assets Agreement between Cargill, Registration Statement on Form 10 (File No.
Incorporated and McWhorter, Inc. dated as of May 19, 1-12638) filed on December 3, 1993
1993, as subsequently modified and amended
10.12 Agreement Containing Consent Order executed as of Registration Statement on Form 10 (File No.
September 30, 1993 by the Federal Trade Commission, 1-12638) filed on December 3, 1993
The Valspar Corporation and McWhorter, Inc.
10.16.2 Indemnification Agreement dated November 12, 1998 Form 10-Q for the quarterly period ended January
between McWhorter Technologies, Inc. and John R. 31, 1999
Stevenson
10.16.2 Indemnification Agreement dated November 12, 1998 Form 10-K Registration Statement for the fiscal
between McWhorter Technologies, Inc. and John R. year ended October 31, 1998
Stevenson
10.17 Indemnification Agreement dated May 17, 1995 between Form 10-Q for the quarterly period ended April
McWhorter Technologies, Inc. and Jeffrey M. Nodland. 30, 1995
10.17.1 Amendment to Indemnification Agreement dated May 17, Form 10-Q for the quarterly period ended July
1995 between McWhorter Technologies, Inc. and Jeffrey 31, 1996
M. Nodland
10.18.1 Amendment to Indemnification Agreement dated May 17, Form 10-Q for the quarterly period ended July
1995 between McWhorter Technologies, Inc. and Michelle 31, 1996
L. Collins
10.19 Indemnification Agreement dated May 17, 1995 between Form 10-Q for the quarterly period ended April
McWhorter Technologies, Inc. and Edward M. Giles 30, 1995
10.19.1 Amendment to Indemnification Agreement dated May 17, Form 10-Q for the quarterly period ended July
1995 between McWhorter Technologies, Inc. and Edward M. 31, 1996
Giles
10.20 Indemnification Agreement dated May 17, 1995 between Form 10-Q for the quarterly period ended April
McWhorter Technologies, Inc. and D. George Harris 30, 1995
14
Exhibit Incorporated Herein
Number Description by Reference to
- --------------------------------------------------------------------------------------------------------------------------
10.20.1 Amendment to Indemnification Agreement dated May 17, Form 10-Q for the quarterly period ended July
1995 between McWhorter Technologies, Inc. and D. George 31, 1996
Harris
10.21 Indemnification Agreement dated May 17, 1995 between Form 10-Q for the quarterly period ended April
McWhorter Technologies, Inc. and Heinn F. Tomfohrde III 30, 1995
10.21.1 Amendment to Indemnification Agreement dated May 17, Form 10-Q for the quarterly period ended July
1995 between McWhorter Technologies, Inc. and Heinn F. 31, 1996
Tomfohrde III
10.23 Indemnification Agreement dated December 13, 1995 Form 10-K Registration Statement for the fiscal
between McWhorter Technologies, Inc. and John G. year ended October 31, 1995
Johnson, Jr.
10.23.1 Amendment to Indemnification Agreement dated December Form 10-Q for the quarterly period ended July
13, 1995 between McWhorter Technologies, Inc. and John 31, 1996
G. Johnson, Jr.
10.24 1996 Incentive Stock Plan Form 10-K Registration Statement for the fiscal
year ended October 31, 1996
10.25 1996 Nonemployee Director Stock Option and Award Plan Form 10-K Registration Statement for the fiscal
year ended October 31, 1996
10.26 Stockholders Agreement for McWhorter Technologies Form 10-K Registration Statement for the fiscal
Europe year ended October 31, 1996
10.27 Deferred Compensation Plan Form 10-K Registration Statement for the fiscal
year ended October 31, 1996
10.27.1 Amendment to Deferred Compensation Plan
10.28 $150,000,000 Credit Agreement dated July 30, 1997 Form 10-Q for the quarterly period ended July
among McWhorter Technologies, Inc., the banks listed 31, 1997
therein and Wachovia Bank of Georgia, N.A., as agent
10.29 Stock Purchase Agreement by and between McWhorter Form 8-K dated August 11, 1997
Technologies, Inc. and Antonio Napoli & C.s.a.p.a. and
Gestin S.r.l.
10.30 Warrant Purchase Agreement between McWhorter Form 8-K dated August 11, 1997
Technologies, Inc. and Cable Beach Holdings Ltd.
15
Exhibit Incorporated Herein
Number Description by Reference to
- -------------------------------------------------------------------------------------------------------------------------
10.31 Waiver and First Amendment to the $150,000,000 Credit Form 10-K Registration Statement for fiscal year
Agreement ended October 31, 1997
10.32 Asset Purchase Agreement by and among Accurate Form 10-Q for the quarterly period ended April
Coatings & Dispersions, Inc., the principal 30, 1998
stockholders thereof and McWhorter Technologies, Inc.
dated as of March 23, 1998
10.40 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Jeffrey M.
Nodland
10.41 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Louise M.
Tonozzi-Frederick
10.42 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Douglas B.
Rahrig
10.43 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Douglas J.
Graff
10.44 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Patrick T.
Heffernan
10.45 Change of Control Agreement dated February 17, 1999
between McWhorter Technologies, Inc. and Donald J.
Crawford
10.46 Change of Control Agreement dated May 1, 1999 between
McWhorter Technologies, Inc. and Warren Grayson
27.1 Financial Data Schedule
16