FORM 5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/ / Check this OMB APPROVAL
box if no longer OMB Number 3235-0362
subject to Section Expires: April 30,
16. Form 4 or 1997
Form 5 obligations Estimated average
may continue. burden hours per
See Instruction response.1.0
1(b)
Filed pursuant to Section16(a) of the Securities Exchange
Act of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment
Company Act of 1940
1. NAME AND ADDRESS OF REPORTING PERSON
Tonozzi-Frederick, Louise
9613 S. Menard
Oak Lawn, IL 60453
2. ISSUER NAME AND TICKER OR TRADING SYMBOL
McWhorter Technologies, Inc. (MWT)
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (Voluntary)
4. STATEMENT FOR MONTH/YEAR
October 1998
5. IF AMENDMENT, DATE OF ORIGINAL (month/year)
6. RELATIONSHIP OF REPORTING PERSON TO ISSUER (Check all
applicable)
_ __ Director ____10% Owner
_X__ Officer (give title below) ____Other
(specify below)
Vice President and Chief Financial Officer
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
1. TITLE OF SECURITY:
Common Stock
Common Stock
2. TRANSACTION DATE:
Common Stock --
Common Stock --
3. TRANSACTION CODE:
Common Stock --
Common Stock --
4. SECURITIES ACQUIRED (A) OR DISPOSED OF (D):
Common Stock --
Common Stock --
5. AMOUNT OF SECURITIES BENEFICIALLY OWNED AT END OF ISSUER'S FISCAL YEAR:
Common Stock 7,993
Common Stock 2,285
6. OWNERSHIP FORM: DIRECT (D) OR INDIRECT (I):
Common Stock (D)
Common Stock (I)
7. NATURE OF INDIRECT BENEFICIAL OWNERSHIP:
Common Stock --
Common Stock --
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICALLY OWNED (e.g., puts,
calls, warrants, options, convertible securities)
1. TITLE OF DERIVATIVE SECURITY:
Stock Options (right to purchase)
Stock Options (right to purchase)
Phantom Stock Units
Stock Option (right to purchase)
Phantom Stock Units
2. CONVERSION OR EXERCISE PRICE OF DERIVATIVE SECURITY:
Stock Options (right to purchase) --
Stock Options (right to purchase) 25.375
Phantom Stock Units 1 for 1
Stock Option (right to purchase) 25.1875
Phantom Stock Units 1 for 1
3. TRANSACTION DATE:
Stock Options (right to purchase) --
Stock Options (right to purchase) 11/12/97
Phantom Stock Units --
Stock Option (right to purchase) 11/13/98
Phantom Stock Units 12/31/97
4. TRANSACTION CODE:
Stock Options (right to purchase) --
Stock Options (right to purchase) A (3)
Phantom Stock Units A (1)
Stock Option (right to purchase) A (3)
Phantom Stock Units A (1)
5. NUMBER OF DERIVATIVE SECURITIES ACQUIRED (A) OR DISPOSED OF (D):
Stock Options (right to purchase) --
Stock Options (right to purchase) 5,000 (A)
Phantom Stock Units --
Stock Option (right to purchase) 3,448 (A)
Phantom Stock Units 15 (A)
6. DATE EXERCISABLE AND EXPIRATION DATE:
Stock Options (right to purchase) -- --
Stock Options (right to purchase) 11/12/98 11/12/07
Phantom Stock Units (1) (1)
Stock Option (right to purchase) 11/13/98 11/13/07
Phantom Stock Units (1) (1)
7. TITLE AND AMOUNT OF UNDERLYING SECURITIES:
Stock Options (right to purchase) Common Stock --
Stock Options (right to purchase) Common Stock 5,000
Phantom Stock Units Common Stock 3,254
Stock Option (right to purchase) Common Stock 3,448
Phantom Stock Units Common Stock 15
8. PRICE OF DERIVATIVE SECURITY:
9. NUMBER OF DERIVATIVE SECURITIES BENEFICIALLY OWNED AT END OF YEAR:
Stock Options (right to purchase) 20,460
Stock Options (right to purchase) 5,000
Phantom Stock Units 3,254
Stock Option (right to purchase) 3,448
Phantom Stock Units 15
10. OWNERSHIP FORM OF DERIVATIVE SECURITY: DIRECT (D) OR
INDIRECT (I):
Stock Options (right to purchase) (D)
Stock Options (right to purchase) (D)
Phantom Stock Units (D)
Stock Option (right to purchase) (D)
Phantom Stock Units (D)
11. NATURE OF INDIRECT BENEFICIAL OWNERSHIP:
EXPLANATION OF RESPONSES:
(1) The phantom stock units were accrued under the
McWhorter Technologies, Inc. Deferred Comp Plan and are to
be settled in cash or McWhorter Technologies, Inc. stock
when the reporting person is no longer employed by McWhorter
Technologies, Inc.
(2) These shares were acquired during the fiscal year 1997
pursuant to the McWhorter Technologies, Inc. ESOP and 401(k)
Plan.
(3) Granted under the McWhorter Technologies, Inc. 1996
Incentive Stock Plan. The option becomes exercisable in
five equal annual installments.
(4) Award of stock pursuant to the McWhorter Technologies,
Inc. 1996 Incentive Stock Plan in transaction exempt Rule
16b-3.
/s/ Susannah Riley 12/14/98
** Signature of Reporting Person Date
for Louise Tonozzi-Frederick
** Intentional misstatements or omissions of facts
constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is
insufficient, See Instruction 6 for procedure.
(Transmittal filing to Edgar on 12/15/98 failed. Resubmitted 12/16/98.)
