UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
MacDermid, Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
554273 10 2
(CUSIP Number)
John L. Cordani, Corp. Sec'y. MacDermid, Incorporated, 245
Freight Street, Waterbury, CT 06702, (203) 575-5700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of rule 13d-
1(b)(3) of (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No.554273 10 2 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel H. Leever
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
193,781
8. SHARED VOTING POWER
442,569
9. SOLE DISPOSITIVE POWER
193,781
10. SHARED DISPOSITIVE POWER
442,569
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,957
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.34%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D Page 3 of 5 Pages
Item 1. Security and Issuer
Common Stock MacDermid, Incorporated
Principal Officers:
Harold Leever, Chairman of the Board
Daniel H. Leever, President and Chief Financial Officer
Arthur J. LoVetere Jr., Vice President and Chief Financial
Officer
Address: 245 Freight Street, Waterbury, CT 06702
Item 2. Identity and Background
a. Name Daniel H. Leever
b. Business address 245 Freight Street, Waterbury, CT 06702
c. Principal Occupation President and Chief Executive Officer
of MacDermid, Incorporated, 245 Freight Street, Waterbury, CT
06702
d. Mr. Leever has not been convicted in a criminal proceeding
during the past five years.
e. Mr. Leever has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction with
respect to federal or state securities laws during the last five
year.
f. Citizenship - United States
Item 3. Source and Amount of Funds or Other Consideration
Mr. Leever was made a co-trustee of a
revocable trust, which holds 428,712 shares of common stock, in
which Harold Leever is the settlor. No funds were involved in
the action. Other shares beneficially owned have been acquired
over several years through gifts, use of personal funds or through
MacDermid, Incorporated employee benefit and long-term incentive plans.
Item 4. Purpose of Transaction
Mr. Daniel H. Leever has no plan and has made no proposal
in connection with the transaction which
would result in (a) the acquisition of additional securities or
disposition of securities of the issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries; (d) Any change in the present
board of directors or management of the issuer, including any
plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the
issuer; (f) any other material change in the issuer's business or
corporate structure; (g) changes in the issuer's charter or
bylaws or other actions which may impede the acquisition of
control of the issuer by any person; (h) causing a class of
securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national
securities association; (i) a class of securities of the issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
<PAGE>
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer
a. Aggregate number of shares beneficially owned - 846,957
Percentage of class 10.34%
The number of shares beneficially owned includes 210,000 shares
which Mr. Leever has a right to acquire under long-term incentive
plans of MacDermid, Incorporated.
b. Number of shares beneficially owned with:
Sole voting power - 193,781
Sole dispositive power - 193,781
Voting and dispositive power with respect to 428,712 shares is
shared as co-trustee with Bank of Boston Corporation (100 Federal Street,
Boston MA 02110) and Mr. Thomas M. Leever, Vice President of MacDermid,
Incorporated, whose business address is 245 Freight Street,
Waterbury, CT 06702. Mr. Thomas M. Leever has not been convicted in a
criminal proceeding nor has he been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction with respect to federal or state securities laws
during the last five years. Mr. Thomas M. Leever is a citizen
of the United States.
Voting and dispositive power with respect to 13,857 shares,
held by The Leever Foundation, a charitable trust, is shared
as co-trustee with Mr. Thomas M. Leever.
c. During December, 1996, Mr. Harold Leever made gifts from the
revocable trust in which Messrs. Daniel H. Leever and Thomas M.
Leever are co-trustees with the Bank of Boston. The gifts
include 3,357 shares donated on December 19, 1996 to The Leever
Foundation. On December 24, 1996, an aggregate of 8,936 shares
were transferred by gift to certain family members.
On December 24, 1996, Mr. Daniel H. Leever and his spouse each
received 609 shares and each of his two sons received
620 shares as gifts from Mr. Harold Leever. On
December 27, 1996, Mr. Daniel H. Leever and his spouse transferred
as gifts 609 shares to The Leever Foundation. The sons' shares
are held in trust by Mr. Daniel H. Leever.
On December 24, 1996, Mr. Thomas M. Leever and his spouse each
received 609 shares as gifts from Mr. Harold Leever. On
December 27, 1996, Mr. Thomas M. Leever and his spouse transferred
as gifts 1,218 shares to The Leever Foundation.
During the 60 days which ended December 31, 1996, there were
allocated 28, 134, and 65 shares to the accounts of Messrs.
Harold Leever, Daniel H. Leever and Thomas M. Leever, respectively,
under the terms of the MacDermid, Incorporated Profit Sharing
and Employee Stock Ownership Plan.
d. No persons, other than those disclosed above, have the right
to receive or to direct the receipt of dividends from, or the
proceeds from the sale of beneficially owned securities.
e. Not applicable.
<PAGE>
Page 5 of 5 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. Both Mr. Daniel H. Leever
and Mr. Thomas M. Leever are sons of Mr. Harold Leever,
the Settlor of the revocable trust. On April 7, 1988,
MacDermid, Incorporated has entered into an agreement with Mr.
Harold Leever that up to the greater of $522,988 or the then face
amount of a life insurance policy held by MacDermid on Mr. Harold
Leever's life will be used to purchase a portion of his MacDermid
shares upon his death. The total purchases to be made are not to
exceed the total of the state and federal estate taxes and
funeral and administration expenses of Mr. Leever's estate. The
price per share of such purchase is to be the market price at the
time of death. No other contracts, arrangements or
understandings exist.
Item 7. Material to Be Filed as Exhibits.
A Stock Purchase Agreement between MacDermid, Incorporated and
Harold Leever dated April 7, 1988.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 29, 1997 /s/ Daniel H. Leever
Daniel H. Leever
<PAGE>
Exhibit 7a
THIS AGREEMENT made this 7th day of April, 1988, by and
between HAROLD LEEVER, of Bethlehem, Connecticut
("Shareholder"), and MACDERMID, INCORPORATED, a Connecticut
corporation with its primary business office located at 50
Brookside Road, Waterbury, Connecticut (the "Company"), and
constituting an amendment and restatement of the earlier
agreement between the parties dated October 7, 1982.
WHEREAS, Shareholder owns two hundred two thousand three
hundred ten (202,310) shares of common stock of the Company and
contemplates he will continue to own a substantial number of such
shares; and
WHEREAS, the shares of the Company's stock owned by
Shareholder represent a substantial portion of Shareholder's
assets and upon his death, a portion of such shares may have to
be sold to raise funds for the payment of taxes and expenses due
from his estate ("Shareholder's Estate"); and
WHEREAS, the Company wishes to provide for the Purchase of
shares of its stock for use in its employee stock ownership and
profit sharing plans and for other business purposes.
NOW, THEREFORE, in consideration of the foregoing and the
promises herein contained, the parties hereto agree as follows:
1. Obligation to Purchase. The Company agrees to purchase,
and Shareholder agrees to sell, upon Shareholder's death, that
number of shares of the Company's common stock provided in
Paragraph 3 hereof at the price per share specified in paragraph
2 hereof, all in accordance with the terms and provisions of this
Agreement.
2. Price per Share and Time of Payment. The purchase price
per share shall be the average between the (I) mean between the
high and low bid price per share of the Company's stock on the
date of the death of the Shareholder and (ii) mean between the
high and the low bid price on the date that the stock is actually
tendered for sale. The prices to be used are those of the
Company's common stock as reported on the NASDAQ, or other
comparable national system or securities exchange. In the event
that there are no bids for the stock on either of the above
dates, then comparable bids for the last preceding business day
on which there have been bids shall be utilized. Shareholder's
legal representative(s) may tender the stock for purchase at any
time after sixty (60) days from the date of Shareholder's death.
The Company shall pay for the stock in cash within ten (10) days
after the same has been tendered. The stock may be tendered at
one or more times with the above formula to be adjusted as
necessary to reflect the bid price at the time of the tender in
question; provided that the Company shall not be required to
purchase any stock tendered more than three years after the date
of Shareholder's death.
<PAGE>
3. Aggregate Limitation on Shares Purchased. The aggregate
purchase price under this Agreement shall be the greater of
$522,988.00 or the then face amount of the life insurance policy
held by the Company on the life of the Shareholder ("Policy"),
but in either case not to exceed the amount which would qualify
as a distribution in full payment in exchange for the stock so
redeemed pursuant to the provisions of Section 303 of the
Internal Revenue Code as the same may from time to time be
amended, with the Company to make such payment using the proceeds
available from the Policy with any balance to be paid from the
Company's general funds and with the number of shares to be
determined by dividing the fair market value per share as
determined under paragraph 2 above into such aggregate purchase
price. The Company may rely upon any statement of the
Shareholder's legal representative(s) to the effect that the
stock tendered for purchase hereunder does not exceed the amount
which would qualify as a distribution pursuant to the applicable
provision of Section 303 of the Internal Revenue code.
4. Construction. This Agreement shall be construed
according to the laws of the State of Connecticut.
5. Benefit. This Agreement shall be binding upon and shall
operate for the benefit of the parties hereto and their
respective heirs, executors and assigns. Shareholder intends to
include in his last Will and Testament, and any applicable trust
agreements, appropriate provisions referring to the within
Agreement and authorizing and directing his executors and/or
trustees to carry out the terms thereof. Failure to include such
provisions, however, shall not affect the rights or obligations
of any party to this Agreement.
IN WITNESS WHEREOF, the parties have set their hands and
seals at Waterbury, Connecticut, the day and year first above
written.
Signed, sealed and delivered
in the presence of:
/s/ Angela Martin /s/ Harold Leever
Harold Leever
/s/ Edna L. Petrucelli
MACDERMID, INCORPORATED
/s/ Carl E. Landon By /s/ Arthur J. LoVetere
Arthur J. LoVetere
/s/ Lenae Young Its President
