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 30,1997
16. Form 4 or
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
Brolsma, Kevin W.
McWhorter Technologies, Inc.
400 East Cottage Place
Carpentersville, IL 60110
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)
Corporate Vice President
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
1. TITLE OF SECURITY:
Common Stock
Common Stock
Common Stock
Common Stock
2. TRANSACTION DATE:
Common Stock --
Common Stock --
Common Stock --
Common Stock --
3.TRANSACTION CODE:
Common Stock --
Common Stock --
Common Stock D (4)
Common Stock A (2)
4. SECURITIES ACQUIRED (A) OR DISPOSED OF (D):
Common Stock --
Common Stock --
Common Stock 563 (D)
Common Stock --
5. AMOUNT OF SECURITIES BENEFICIALLY OWNED AT END OF ISSUER'S FISCAL YEAR:
Common Stock 15,834
Common Stock 2,980
Common Stock --
Common Stock 324
6. OWNERSHIP FORM: DIRECT (D) OR INDIRECT (I):
Common Stock (D)
Common Stock (I)
Common Stock (I)
Common Stock (I)
7. NATURE OF INDIRECT BENEFICIAL OWNERSHIP:
Common Stock --
Common Stock --
Common Stock McWhorter 401(k)
Common Stock McWhorter ESOP
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
Phantom Stock Units
2. CONVERSION OR EXERCISE PRICE OF DERIVATIVE SECURITY:
Stock Options (right to purchase) --
Stock Options (right to purchase) 25.1875
Phantom Stock Units --
Phantom Stock Units 1 for 1
3. TRANSACTION DATE:
Stock Options (right to purchase) --
Stock Options (right to purchase) 11/13/97
Phantom Stock Units --
Phantom Stock Units 11/13/97
4. TRANSACTION CODE:
Stock Options (right to purchase) --
Stock Options (right to purchase) A (3)
Phantom Stock Units A (1)
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) 985 (A)
Phantom Stock Units 1040 (A)
Phantom Stock Units 130 (A)
6. DATE EXERCISABLE AND EXPIRATION DATE:
Stock Options (right to purchase) -- --
Stock Options (right to purchase) 11/13/98 11/13/07
Phantom Stock Units (1) (1)
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 985
Phantom Stock Units Common Stock 1,040
Phantom Stock Units Common Stock 130
8. PRICE OF DERIVATIVE SECURITY:
9. NUMBER OF DERIVATIVE SECURITIES BENEFICIALLY OWNED AT END OF YEAR:
Stock Options (right to purchase) 25,240
Stock Options (right to purchase) 985
Phantom Stock Units 1,040
Phantom Stock Units 130
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)
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. 1996 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) The shares in 401(k) reallocated pursuant
to the Company Plan.
/s/ Susannah Riley 12/14/98
** Signature of Reporting Person Date
for Kevin W. Brolsma
** 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.)
