<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MCWHORTER TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MCWHORTER TECHNOLOGIES, INC.
400 EAST COTTAGE PLACE
CARPENTERSVILLE, ILLINOIS 60110
------------------------
January 10, 2000
Dear Stockholder:
Our directors and officers join me in extending you a cordial invitation to
attend the Annual Meeting of Stockholders to be held at 11:00 a.m. CST, on
Tuesday, February 22, 2000 at McWhorter's Corporate Technology Center, 99 East
Cottage Place, Carpentersville, Illinois 60110.
Time will be set aside for discussion of each item of business described in the
accompanying Notice of Annual Meeting and Proxy Statement. A current report on
the business operations of the Company will be presented at the meeting and
stockholders will have an opportunity to ask questions.
Whether or not you plan to attend the meeting, we urge you to sign, date and
return the enclosed proxy so as many shares as possible may be represented at
the meeting. The vote of every stockholder is important and your cooperation in
returning your executed proxy promptly will be appreciated.
Sincerely,
Jeffrey M. Nodland
PRESIDENT &
CHIEF EXECUTIVE OFFICER
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 22, 2000
------------------------
The Annual Meeting of Stockholders of McWHORTER TECHNOLOGIES, INC. (the
"Company") will be held at the Corporate Technology Center at 99 E. Cottage
Place, Carpentersville, Illinois 60110, on Tuesday, February 22, 2000, at 11:00
a.m. CST, for the following purposes:
(1) To elect directors;
(2) To consider and vote upon the appointment of Ernst & Young LLP as
independent auditors for the Company's fiscal year ending October 31, 2000;
and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Holders of common stock, par value $0.01 per share (the "Common Stock"), of
record at the close of business on December 30, 1999 are the only stockholders
entitled to receive a notice of and to vote at the Annual Meeting of
Stockholders.
By order of the Board of Directors,
Warren B. Grayson
CORPORATE SECRETARY
Dated: January 10, 2000
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE, AND MAIL YOUR PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES. IF YOU ARE PRESENT AT THE ANNUAL MEETING, YOU
MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
- --------------------------------------------------------------------------------
<PAGE>
MCWHORTER TECHNOLOGIES, INC.
400 EAST COTTAGE PLACE
CARPENTERSVILLE, ILLINOIS 60110
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 22, 2000
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of the Company of proxies in the accompanying form for use at
the Annual Meeting of Stockholders to be held for the purpose of considering and
acting upon the matters specified in the foregoing Notice of Annual Meeting. The
mailing date of the proxy materials is on or about January 10, 2000.
The Common Stock is the only voting stock of the Company outstanding. At the
close of business on December 30, 1999, 9,950,685 shares of Common Stock were
outstanding and 9,027,043 shares of Common Stock were eligible to vote at the
Annual Meeting (pursuant to the Agreement Containing Consent Order by and among
the Valspar Corporation, McWhorter Inc., and the Federal Trade Commission dated
September 30, 1993, 923,642 shares of Common Stock are restricted from being
voted). Each stockholder of record is entitled to one vote for each share of
Common Stock held on all matters to come before the Annual Meeting.
A proxy in the accompanying form which is properly signed, dated, returned,
and not revoked will be voted in accordance with the directions noted therein.
If no direction is indicated, it will be voted for the election of the nominees
named herein as directors, for ratification of the appointment of Ernst & Young
LLP as independent auditors and on all other matters presented for a vote in
accordance with the judgment of the person acting under the proxies. The Board
of Directors does not intend to bring any matter before the Annual Meeting
except as specifically indicated in the foregoing Notice of Annual Meeting, nor
does the Board of Directors know of any matters which anyone else proposes to
present for action at the Annual Meeting.
A proxy may be revoked by a holder of Common Stock at any time prior to its
use by the Company by voting in person at the Annual Meeting, by executing a
later proxy, or by submitting a written notice of revocation to the Secretary of
the Company at the Company's office or at the Annual Meeting.
Election of each director requires the affirmative vote of the holders of a
plurality of the shares of Common Stock present in person or represented by
proxy and entitled to vote at the Annual Meeting. Ratification of the
appointment of the independent auditors requires the affirmative vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy and entitled to vote at the Annual Meeting. An automated system
administered by the Company's transfer agent is used to tabulate votes.
Abstentions, directions to withhold authority, and broker nonvotes are counted
as shares of Common Stock present in the determination of whether the shares of
Common Stock represented at the Annual Meeting constitute a quorum. Abstentions
are not counted in tabulations of the votes cast on proposals presented to
holders of Common Stock and neither abstentions nor broker nonvotes are counted
for purposes of determining whether a proposal has been approved.
The cost of soliciting proxies has been, or will be, paid by the Company. In
addition to the solicitation of proxies by mail, directors, officers, and
employees of the Company may solicit proxies personally, by
1
<PAGE>
telephone, facsimile, letter, or other form of communication at no additional
compensation to them. The Company will reimburse brokerage firms and others for
their expenses in forwarding proxy materials to beneficial owners of Common
Stock.
The Company's Annual Report to Stockholders for the fiscal year ended
October 31, 1999, including financial statements, is enclosed with this Proxy
Statement. However, the Annual Report to Stockholders does not constitute a part
of this Proxy Statement.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Board of Directors consists of seven members, all of whom are
to be elected at the Annual Meeting. The persons named below have been
designated by the Board of Directors as nominees for election as directors for
terms expiring at the Annual Meeting of Stockholders in 2001. All nominees are
currently serving as directors. Unless otherwise instructed, properly executed
proxies that are returned in a timely manner will be voted for election of the
seven nominees. If any of the nominees are unable or unwilling to stand for
election, it is intended that shares of Common Stock represented by proxy will
be voted for a substitute nominee determined by the holders of the proxies, in
their discretion, or the Board of Directors may make an appropriate reduction in
the number of directors to be elected. The Board of Directors is not aware that
any of the nominees is unable or unwilling to stand for election.
The following material contains information concerning the nominees,
including their recent employment, position with the Company, other
directorships, and business experience:
DAVID I. BARTON, age 61, is retired. Prior to his retirement, he was
director of Sybron Chemicals Inc. from July 1996 through January 1999. He served
as Chairman, President and Chief Executive Officer of OSi Specialties, Inc. from
March 1993 until October 1995. During the previous five years, Mr. Barton was
Senior Vice President and General Manager of the Specialty Derivatives business
at International Specialty Products, Inc. He currently serves as Chairman of the
Board of the University of Connecticut Foundation. Mr. Barton has been a
director of the Company since February 1999.
EDWARD GILES, age 64, is Chairman of The Vertical Group, Inc., the
successor to the venture capital activities of F. Eberstadt & Co., Inc. He has
held this position since 1988. Previously, he was President of F. Eberstadt &
Co., Inc. beginning in 1979 and Vice Chairman of Eberstadt Fleming beginning in
1985. He is director of Ventana Medical Systems and Synthetech Inc. and an
advisory director of Sit Kim International Investments. Mr. Giles has been a
director of the Company since May 1994.
D. GEORGE HARRIS, age 67, is Chairman and Chief Executive Officer of D.
George Harris & Associates, PLC (DGH&A) New York, NY, a firm he founded in 1987,
which specializes in leveraged buyouts in the chemical and other process
industries. Until they were sold in 1999, he was chairman of Penrice Soda
Products, Harris Chemical Group, Inc., and Harris Specialty Chemicals.
Mr. Harris serves as chairman of both Better Minerals & Aggregates Company and
Vestolit GmbH. Previously he was President of SCM Chemicals, SCM Corporation,
and Rhone-Poulenc Inc., the U.S. subsidiary of France's largest chemical
company. He serves as a consultant to the Tax Free Fund for Utah and is a member
of the Presidents' Advisory Committee on Trade Policy Negotiation (ACTPN).
Mr. Harris has been a director of the Company since February 1994 and was
Chairman of the Board of Directors of the Company from February 1994 through
December 1996.
2
<PAGE>
JOHN G. JOHNSON, JR., age 59, is President and Chief Executive Officer of
Foamex International. He has held this position since March 1999. Previously he
was the Principal of Johnson Eight, a management consulting firm. He held the
position of Chief Executive Officer of Safety-Kleen Corp. from January 1995 to
August 1997, and the position of President and Director from January 1993 to
August 1997. Prior to joining Safety-Kleen he was employed by ARCO beginning in
1958. From 1988 until December 1992 he served as President of ARCO Chemical
Americas, a division of ARCO Chemical, and served as director of ARCO Chemical.
He serves as a director of Foamex International and is also a member of the
Board of Trustees of Drexel University. Mr. Johnson has been a director of the
Company since May 1995.
JEFFREY M. NODLAND, age 44, is President and Chief Executive Officer of the
Company. He has held the position of Chief Executive Officer since February
1999, and the position of President since January 1997. Mr. Nodland was the
Executive Vice President from May 1995 to December 1996, the Senior Vice
President and Chief Financial Officer from February 1994 to May 1995 and Chief
Operating Officer from May 1995 to February 1999. Previously he held the
position of President of McWhorter, Inc. from June 1991, and Vice President,
Maintenance & Marine Coatings of the Valspar Corporation ("Valspar") from
October 1989. Mr. Nodland has been a director of the Company since November
1993.
JOHN R. STEVENSON, age 57, is Chairman of the Board of Directors of the
Company. He has held the position of Chairman since January 1997 and held the
position of Chief Executive Officer from February 1994 until February 1999.
Mr. Stevenson was President of the Company from February 1994 to December 1996.
Prior to being named in February 1994 to this position Mr. Stevenson was Vice
President, Special Products Group and Administration of Valspar beginning in
August 1992. Previously he held the position of Vice President, Administration
of Valspar beginning in February 1991 and Vice President, Corporate Services of
Valspar beginning in February 1985. Mr. Stevenson has been a director of the
Company since November 1993.
HEINN F. TOMFOHRDE, III, age 66, is retired. Prior to his retirement he
held the position of President, Chief Operating Officer, and Director of
International Specialty Products, Inc. and its predecessor company
GAF Chemicals Corp. from 1987 through 1991. Previously, he held the position of
President and Chief Operating Officer of Union Carbide's Consumer and Industrial
Products and Services Group beginning in 1985. Mr. Tomfohrde has been a director
of the Company since February 1994 and has been the Lead Director since
February 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
3
<PAGE>
- --------------------------------------------------------------------------------
CORPORATE GOVERNANCE STANDARDS
The Company's Board reviews and approves corporate governance standards
annually. It is the Company's intent to publish an updated set of standards each
year in its proxy statement.
1. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors.
2. The Board will conduct a periodic evaluation of each independent director.
3. When the CEO also holds the position of Chairman of the Board, the Board
will elect a non-executive director to function as Lead Director.
4. Each year the Board will review and approve a three year strategic plan and
a one year operating plan for the Company.
5. There will be, at a minimum, the following committees with 100% independent
director membership: Nominating and Governance, Compensation, Audit, and
Environmental.
6. All directors will stand for election every year.
7. Upon a change in the employment status, geographical location, attainment of
the age of 70 or completion of eight years as a member of the Board, a
director will submit a letter to the Board offering not to stand for
reelection to the Board at the next annual meeting of the Company's
stockholders. The Board shall have complete discretion as to whether such
offer shall be accepted.
8. Any director who is also an officer of the Company shall submit his or her
resignation as a director to the Board immediately upon retirement or
termination as an officer and employee of the Company. It will be in the
sole discretion of the Board as to whether such resignation shall be
accepted.
9. Succession planning and management development will be reported annually by
the CEO to the Board.
10. Incentive compensation plans will link pay directly and objectively to
measured financial goals set in advance by the Compensation Committee.
11. The Board will not include any non-employee independent directors who
directly or indirectly draw or receive significant consulting, legal or
other fees from the Company.
12. A minimum of 50% of directors' retainer fees will be paid in Company stock.
13. Independent directors will make up a majority of the Board.
- --------------------------------------------------------------------------------
4
<PAGE>
CERTAIN INFORMATION CONCERNING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during the fiscal year ended
October 31, 1999 ("fiscal 1999"). The four standing committees of the Board of
Directors are the Audit Committee, the Compensation Committee, the Environmental
Committee and the Nominating and Governance Committee. Mr. David Barton joined
the Board of Directors in February 1999 and Ms. Michelle Collins resigned
effective June 30, 1999. Each director attended all of the meetings of the Board
of Directors and of the Committees on which the director served except for
Mr. Giles who was absent from one Board of Directors meeting; Ms. Collins who
was absent from one Board of Directors meeting and one Compensation Committee
meeting; and D. George Harris who was absent from one Audit Committee Meeting
and one Environmental Committee meeting.
AUDIT COMMITTEE. The members of the Audit Committee are Messrs. Barton
(beginning in August 1999), Giles (Chairman), Harris, Johnson, Tomfohrde, and
Ms. Collins (through June 1999). The Audit Committee held three meetings during
fiscal 1999. This committee reviews the accounting and auditing principles and
procedures of the Company with a view to the safeguarding of the Company's
assets and the reliability of its financial records; recommends to the Board of
Directors the engagement of the Company's independent auditors; reviews with the
independent auditors the plans and results of the auditing engagement; and
considers the independence of the Company's auditors.
COMPENSATION COMMITTEE. The members of the Compensation Committee are
Messrs. Barton (beginning in August 1999), Giles, Harris, Johnson, and Tomfohrde
(Chairman), and Ms. Collins (through June 1999). The Compensation Committee held
four meetings during fiscal 1999. This committee establishes salaries,
incentives, and other forms of compensation for executive officers and other key
employees of the Company; administers the various incentive compensation and
benefit plans of the Company; and recommends policies related to such incentive
compensation and benefit plans.
ENVIRONMENTAL COMMITTEE. The members of the Environmental Committee are
Messrs. Barton (beginning in August 1999), Giles, Harris, Johnson (Chairman),
and Tomfohrde, and Ms. Collins (through June 1999). The Environmental Committee
held two meetings during fiscal 1999. This committee reviews the environmental
principles and procedures of the Company with a view to achieving and
maintaining compliance with all applicable environmental laws and regulations;
implementing programs and procedures that address issues related to the
environment; and integrating environmental planning with the Company's business
operations.
NOMINATING AND GOVERNANCE COMMITTEE. The members of the Nominating and
Governance Committee are Messrs. Barton (Chairman, beginning August 1999),
Giles, Harris, Johnson, and Tomfohrde and Ms. Collins (member and chairwoman
through June 1999). The Nominating and Governance Committee held two meeting
during fiscal 1999. This committee identifies and proposes to the full Board of
Directors nominees to serve on the Board of Directors. This committee will
consider nominees to serve on the Board of Directors recommended by
stockholders. Stockholders should submit such recommendations to Susanne Riley,
Shareholder Services Manager, 400 E. Cottage Place, Carpentersville, Illinois
60110.
5
<PAGE>
DIRECTOR COMPENSATION
Employee directors do not receive additional compensation for serving on the
Board of Directors. Non-employee directors receive an annual retainer of $17,000
payable, at the director's option, either entirely in deferred stock or half in
deferred stock and half in cash. In February 1997, the Board of Directors
approved the designation of a Lead Director (non-employee) of the Company. The
Lead Director receives annual compensation of $8,000 more than other
non-employee directors of the Company. A non-employee director is entitled to
receive shares of Common Stock represented by the deferred stock awards when
such director ceases to be a member of the Board of Directors. Each non-employee
director also receives a fee of $1,000 in cash for each Board of Directors or
committee meeting attended, provided that this fee is not paid for committee
meetings held on the same day as a Board of Directors meeting. Upon his or her
initial election to the Board of Directors, each non-employee director (except
for Mr. Harris in his previous role as Chairman of the Board of Directors)
received an initial non-qualified option to purchase 10,000 shares of Common
Stock at a price equal to the market value of such shares at the date of grant.
Mr. Harris, in his previous role as Chairman of the Board of Directors, received
an initial non-qualified option to purchase 35,000 shares of Common Stock at an
exercise price equal to the market value of such shares at the date of grant.
The exercise price for such options for Messrs. Giles, Harris, and Tomfohrde is
$16.2125 per share, for Mr. Johnson is $15.00 per share, and for Mr. Barton is
$16.50 per share.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following information presents the beneficial ownership of shares of
Common Stock as of December 1, 1999 (unless otherwise stated) by (i) each
stockholder known by the Company to be the owner of more than five percent of
the outstanding shares of Common Stock, (ii) each director, (iii) each executive
officer named in the Summary Compensation Table, and (iv) all directors and
executive officers as a group. Except as noted below, the shares of Common Stock
indicated in the following table are held with sole power over both investment
and voting.
This table also sets forth the number of McWhorter Stock Equivalents
credited to the individual's deferred compensation account or equivalents
granted through the Key Employee Annual Bonus Plan. The deferred compensation
account reflects the election of the individual to defer restricted stock and
stock option gains, and/or Company ESOP restoration contributions. The value of
McWhorter Stock Equivalents is determined by the price of McWhorter stock.
Therefore, the value of an individual's account is fully at risk and tied to
McWhorter stock performance. These stock equivalents do not carry any voting
rights.
<TABLE>
<CAPTION>
TOTAL NUMBER
SHARES MWT OF SHARES AND
BENEFICIALLY PERCENT OF STOCK MWT STOCK
NAME OF BENEFICIAL OWNER OWNED CLASS EQUIVALENTS EQUIVALENTS
- ------------------------ ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C>
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC.
3060 Peachtree Road, N.W.
Atlanta, GA 30305 2,000,140(1) 20.1% 0 2,000,140
C. ANGUS WURTELE
1700 Foshay Tower
827 Marquette Ave.
Minneapolis, MN 55402 923,642(2) 9.3% 0 923,642
DIMENSIONAL FUND ADVISORS
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401 643,100(3) 6.5% 0 643,100
JOHN R. STEVENSON 169,978(4) 1.7% 27,807 197,785
JEFFREY M. NODLAND 93,367(5) * 15,007 108,374
D. GEORGE HARRIS 39,453(6) * 8,422 47,875
DOUGLAS J. GRAFF 32,275(7) * 6,422 38,697
DOUGLAS B. RAHRIG 30,995(8) * 2,423 33,418
HEINN F. TOMFOHRDE, III 19,000(9) * 5,381 24,381
DAVID I. BARTON 17,000(9) * 0 17,000
JOHN G. JOHNSON, JR. 10,900(9) * 3,265 14,165
EDWARD M. GILES 10,000(9) * 4,233 14,233
DONALD J. CRAWFORD, JR. 10,000 * 56 10,056
All directors and executive officers as a group
(13 persons) 489,887 4.9%
</TABLE>
- ------------------------
* Less than 1.0%
7
<PAGE>
(1) Based on Form 13F dated September 30, 1999.
(2) Based on Form 4 dated June 22, 1999, Mr. Wurtele reported sole voting and
investment power over 898,217 shares and shared voting and investment power
over 25,425 shares owned by Mr. Wurtele's spouse. Pursuant to the Agreement
Containing Consent Order by and among Valspar, the Company and the Federal
Trade Commission dated September 30, 1993, all such shares are restricted
from being voted.
(3) Based on Form 13F dated July 31, 1999.
(4) Includes options currently exercisable or exercisable within 60 days after
October 31, 1999 to purchase 87,596 shares. As of October 31, 1999,
includes 3,151 shares held through the McWhorter Technologies, Inc.
Employee Stock Ownership Plan (the "ESOP").
(5) Includes options currently exercisable or exercisable within 60 days after
October 31, 1999 to purchase 52,063 shares. As of October 31, 1999,
includes 3,128 shares held though the ESOP.
(6) Includes options currently exercisable to purchase 35,000 shares.
(7) Includes options currently exercisable or exercisable within 60 days after
October 31, 1999 to purchase 20,440 shares. As of October 31, 1999,
includes 2,088 shares held through the McWhorter Technologies, Inc.
Employee 401(k) Savings Plan (the "401(k) Plan") and 3,047 shares held
through the ESOP.
(8) Includes options currently exercisable or exercisable within 60 days after
October 31, 1999 to purchase 26,776 shares. As of October 31, 1999,
includes 357 shares held through the 401(k) Plan and 2,313 shares held
through the ESOP.
(9) Includes options currently exercisable to purchase 10,000 shares.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation paid to the Company's
Chief Executive Officer and its other four most highly paid executive officers
(the "named executives") in the fiscal years ended October 31, 1997 ("fiscal
1997"), October 31, 1998 ("fiscal 1998") and October 31, 1999 ("fiscal 1999")
for services rendered in all capacities to the Company:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
----------------------------------------------- -------------------------------
RESTRICTED
ALL OTHER STOCK STOCK UNDERLYING
NAME & PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) COMPENSATION($)(2)(3) AWARDS($)(4) OPTIONS(#)
- ------------------------- -------- --------- ----------- --------------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
John R. Stevenson 1999 $383,087 $ 0 $ 26,816 $499,986 0
CHAIRMAN 1998 $442,316 $ 0 $ 36,500 $ 0 6,897
1997 $392,318 $315,816 $146,303 $ 0 8,696
Jeffrey M. Nodland 1999 $372,314 $ 0 $ 26,062 $ 0 25,000
PRESIDENT & CHIEF 1998 $305,382 $ 0 $ 25,180 $ 0 3,547
EXECUTIVE OFFICER 1997 $273,842 $156,090 $ 80,694 $ 0 5,693
Douglas J. Graff 1999 $172,692 $ 80,000 $ 37,688 $ 54,375 5,000
VICE PRESIDENT, 1998 $157,692 $ 77,269 $ 37,134 $ 0 5,000
COMPOSITE POLYMERS 1997 $138,439 $ 49,526 $ 21,306 $ 0 7,000
Douglas B. Rahrig 1999 $186,092 $ 7,583 $ 14,505 $ 0 5,000
VICE PRESIDENT, 1998 $178,766 $ 7,200 $ 15,817 $ 0 788
GLOBAL TECHNICAL 1997 $170,454 $ 65,122 $ 32,015 $ 0 1,242
MARKETING
Donald J. Crawford 1999 $176,539 $ 12,200 $ 763 $ 0 20,000
VICE PRESIDENT,
GLOBAL COATING RESINS
</TABLE>
- --------------------------
1) Includes amounts earned in fiscal year, whether or not deferred.
2) Pursuant to the McWhorter Technologies, Inc. Key Employee Annual Bonus Plan,
certain employees could elect to receive all or part of their bonus for
fiscal 1999 in the form of McWhorter Stock Equivalents. This election will
entitle the participant to an additional 25% of the amount deferred to be
allocated to his/her account in the form of McWhorter Stock Equivalents.
This 25% additional amount is reflected in the "All other Compensation"
column in the table above. Termination of employment with McWhorter prior to
October 31, 2002 will result in the loss of that 25% Company contribution.
The following are the amounts of the 25% Company contribution in McWhorter
Stock Equivalents:
<TABLE>
<CAPTION>
COMPANY 25% MATCH
NAME ($) / (MWT STOCK EQUIVALENTS)
- --------------------------- -----------------------------
<S> <C>
Douglas B. Rahrig $ 948/ 69
Douglas J. Graff $20,000/ 1,461
Donald J. Crawford $ 763/ 56
</TABLE>
3) Includes contributions or allocations by the Company to defined contribution
or savings plans (tax-qualified and supplemental) on behalf of the named
executives as follows: Mr. Stevenson $26,816, Mr. Nodland $26,062,
Mr. Graff $17,688, and Mr. Rahrig 13,557.
4) For fiscal 1999, the 22,922 shares of Restricted Stock for Mr. Stevenson
were granted pursuant to his employment agreement dated November 12, 1998,
and the 2,500 shares of Restricted Stock for Mr. Graff were awarded pursuant
to a discretionary grant by the Board of Directors.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding individual grants of
stock options made during fiscal 1999 to the named executives:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(2)
---------------------------------------------------- ---------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(1) FISCAL 1999 PER SHARE DATE 5%(2) 10%(2)
- ------------------------------ ---------- ------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
John R. Stevenson 0 0 $ 0 0 $ 0 $ 0
Jeffrey M. Nodland 25,000 13.2% $ 16.50 2/17/09 $259,419 $657,419
Douglas J. Graff 5,000 2.6% $ 21.75 11/18/08 $ 68,392 $173,319
Douglas B. Rahrig 5,000 2.6% $ 21.75 11/18/08 $ 68,392 $173,319
Donald J. Crawford 20,000 10.6% $19.875 1/19/09 $249,986 $633,513
</TABLE>
- ------------------------
(1) These options become exercisable in 20% annual increments beginning one year
from the date of grant and accelerate upon certain "change of control"
events.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, in the
market value of the Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information with respect to the named
executives concerning the exercise of options during fiscal 1999 and unexercised
options held as of October 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT MONEY OPTIONS AT
OCTOBER 31, 1999(#) OCTOBER 31, 1999($)*
SHARES --------------------------- -----------------------------
ACQUIRED ON VALUE
NAME EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- ----------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
John R. Stevenson 0 0 82,163 17,621 $ 0 $ 0
Jeffrey M. Nodland 0 0 48,573 36,687 $ 0 $ 0
Douglas J. Graff 0 0 17,940 15,200 $ 0 $ 0
Douglas B. Rahrig 0 0 24,973 7,170 $ 0 $ 0
Donald J. Crawford 0 0 0 20,000 $ 0 $ 0
</TABLE>
- ------------------------
* The value of the unexercised in-the-money options is based on the difference
between the exercise price of the options and the fair market value of the
Common Stock on October 31, 1999.
10
<PAGE>
EMPLOYMENT AGREEMENT
In connection with the previously announced transition of Mr. Stevenson's
responsibilities as Chief Executive Officer of the Company to Mr. Nodland, (as
of February 1, 1999) while continuing Mr. Stevenson's services to the Company,
including his services as Chairman of the Board, the Company and Mr. Stevenson
entered into an employment agreement dated November 12, 1998 (the "Agreement").
The Agreement provides for Mr. Stevenson's employment by the Company through
February 29, 2004 at a salary of $350,000 for the period from March 1, 1999
through February 29, 2000, a salary of $250,000 for the period from March 1,
2000 through February 28, 2001 and for the subsequent three years, a salary
equal to the compensation paid by the Company to its non-employee directors. The
Agreement does not contemplate that Mr. Stevenson will receive a bonus for any
of these periods. The Agreement prohibits Mr. Stevenson from accepting any other
full-time employment before February 28, 2004 and obligates him, during the
employment term and for two years thereafter, to abide by certain prohibitions
on the disclosure of confidential information, the solicitation of Company
employees for other employment and other acts detrimental to the Company or its
employees. Pursuant to the Agreement, Mr. Stevenson was also awarded 22,922
shares of restricted stock on November 12, 1998 and is entitled to participate
in certain of the Company's benefit plans, including life, health, dental and
long-term disability insurance programs and its ESOP and 401(k) Plan. The
Agreement also provides for Mr. Stevenson to receive his full salary and the
other benefits under the Agreement if his employment is terminated without
"cause" (as defined in the Agreement) by the Company or is terminated for any
reason following a "change of control" (as defined in the Agreement) of the
Company.
COMPENSATION COMMITTEE INTERLOCKS WITH INSIDER PARTICIPATION
During fiscal 1999, Messrs. Barton (commencing February, 1999), Giles,
Harris, Johnson, and Tomfohrde and Ms. Collins (up to June 30, 1999, the
effective date of her resignation as a director) served as members of the
Compensation Committee of the Board of Directors, none of whom has ever served
as an officer or employee of the Company.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of the five independent non-employee directors named below. The
Committee is responsible for establishing salaries, incentives, and other forms
of compensation for the Company's executive officers and other key employees,
administering the various incentive compensation and benefit plans of the
Company, and recommending policies related to such incentive compensation and
benefit plans. The Committee has adopted the following as the purpose of the
Company's executive compensation program: (1) retain and attract quality
executives critical to the success of the Company; (2) direct executive
attention to performance measures that are important to stockholders, such as
growth in earnings per share, earnings quality, stock price appreciation, and
full compliance with legal and ethical standards; (3) reward executives for
progress in achieving longer term strategic goals; and (4) promote stock
ownership to ensure that the interests of the executives and stockholders are
closely aligned. The Company's incentive plans are designed to condition a
significant amount of an executive's compensation on the performance of the
Company. The compensation plans are also designed to encourage executive stock
ownership. In its administration of the various compensation programs, the
Committee focuses on these goals of tying compensation to performance and
encouraging executive stock ownership. The compensation program for executive
officers for fiscal 1999 consisted of two annual components, base salary and
cash bonus, and three long-term
11
<PAGE>
components, grants of stock options, awards of restricted stock and grants of
stock equivalents in connection with bonus deferrals.
Section 162(m) of the Internal Revenue Code generally limits to $1,000,000
the tax deductibility of compensation paid by a public company to its chief
executive and four other most highly compensated executive officers. Certain
performance based compensation is not subject to the limitation and certain
regulations have been passed under Section 162(m). Because the Committee
believes the nonperformance based compensation of each of the executive officers
will be below the Section 162(m) tax deductibility amount for the foreseeable
future, the Committee has not yet taken any specific action or adopted any
policy in this regard.
BASE SALARY. During fiscal 1995, the Committee adopted a policy that the
base salaries for executives should be set at slightly above the base salary
average for positions of comparable responsibility in selected companies. The
selected companies would consist of at least seven coatings intermediates and
specialty chemicals companies, if possible. Those salaries should be adjusted
over time based upon both the performance of the executives and the performance
of the Company relative to the performance of the peer group. Based on this
analysis, during fiscal 1999 the Committee approved an increase in the base
salaries of all executive officers.
BONUS PROGRAMS. One element of the annual compensation plan for executive
officers is the opportunity to earn a substantial cash bonus. These bonuses are
based upon the accomplishment of certain pre-established goals and criteria. An
available bonus amount, expressed as a percentage of base salary, is established
in advance. This places a substantial portion of an executive's annual
compensation at risk. The available bonus amount as a percentage of base salary
for the executive officers in fiscal 1999 was 50%. The evaluation criteria are
reviewed, evaluated, and appropriately modified on an annual basis. For fiscal
1999, the sole corporate level criteria was earnings per share. The Committee's
policy also provides that the Committee, in its sole discretion and on an
individual basis, can consider awarding bonuses for truly extraordinary
performance in an amount not to exceed an additional 30% of base salary, (50%
for the Chief Executive Officer). Pursuant to the bonus program, only three of
the executive officers received bonuses for fiscal 1999 based on achievement of
personal objectives. In fiscal 1997, the Board of Directors adopted the
McWhorter Technologies Inc. Key Employee Annual Bonus Plan. Under this plan,
certain key employees may elect to receive all or part of their bonus in the
form of McWhorter Stock Equivalents under the Company's Deferred Compensation
Plan. With respect to fiscal 1999 annual bonuses that are deferred in the form
of stock equivalents, the Company also matches 25% of such deferral in the form
of additional stock equivalents.
STOCK OPTIONS AND RESTRICTED STOCK. The Committee's policy is that the
primary component of long-term compensation for executive officers should be
stock options. The Committee believes that tying the compensation of executives
to the price of the Common Stock is the most effective means of aligning their
interests with those of the Company's stockholders. The Committee's policy is
that executive officers should be granted stock options at an exercise price
equal to the market price at the time of grant and with a total exercise price,
expressed as a percentage of base salary, which is in the middle of the range of
option values granted to executive officers at comparable publicly-held coatings
intermediates and specialty chemicals companies. Based on this policy, the
Committee has granted options to purchase a number of shares with a total
exercise price on the date of grant equal to 2 1/2 times the executive officer's
base salary (3 times in the case of the Chief Executive Officer). Additional
options are granted to reflect increases in
12
<PAGE>
base salary. The Committee has not adopted a specific policy on when any other
options might be granted. Nonetheless, options are not granted on an annual
basis.
At the end of fiscal 1999, the long term incentive plan terminated. Shares
of Restricted Stock awarded under such plan were to vest, if at all, over a five
year period, ending at the end of fiscal 1999. The vesting was based on a
comparison of the Company's earnings per share in each year to a base year
(fiscal 1994). The vesting in each year was also contingent on the Company's
achieving certain return on capital and return on equity goals. In fiscal 1995
the Committee made restricted stock awards to the executive officers with
respect to a number of shares equal in value on the date of award to 1 1/2 times
the executive officer's base salary. Additional awards were not made. The
Company did not achieve the goals set forth in the Plan and the shares of
Restricted Stock were forfeited as of the end of fiscal 1999.
DEFERRED COMPENSATION. In fiscal 1996, the McWhorter Technologies, Inc.
Deferred Compensation Plan (the "Plan") was adopted by the Committee for a
select group of management or highly compensated employees. The Plan became
effective October 1, 1996. The Plan provides an opportunity to defer a portion
of base annual salary, annual and long term bonus, restricted stock and stock
option gains on a pre-tax basis. Pursuant to the Plan, the Company credits the
employee with an amount equal to excess ERISA benefits and the Company may make
discretionary contributions. To date, the Company has made no discretionary
contributions under this plan. During fiscal 1999, all of the named executives
participated in the Plan and the amount credited by the Company under the Plan
to each of their accounts was equal to excess ERISA benefits. To the extent that
restricted stock or stock option gains are deferred, they are required to be
deferred in the form of stock equivalents and generally cannot be distributed
without significant penalty until the individual retires or leaves the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION. In establishing Mr. Nodland's base
salary, the Committee considered information concerning the salaries of chief
executive officers of other companies in similar industries and of similar size
and complexity and attempted to set the level at or slightly above the
comparable companies. In establishing the multiple of 3 applied to
Mr. Nodland's salary in determining the number of shares of Common Stock as to
which he was granted stock options, and the multiple of 1 1/2 in determining the
number of shares of Restricted Stock, the Committee considered information
concerning the potential for long-term compensation that was provided by other
companies in similar industries of similar size and complexity. In establishing
Mr. Nodland's salary the Committee also considered the significant financial and
strategic achievements of the Company and the considerable challenges which have
been inherent in the role of Chief Executive Officer of the Company.
Respectfully submitted,
Compensation Committee
Heinn F. Tomfohrde, III, Chairman
David I. Barton
Edward M. Giles
D. George Harris
John G. Johnson, Jr.
13
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares the Company's cumulative total stockholder return
from April 11, 1994 (the date on which the stock commenced trading on a "when
issued" basis) to October 31, 1999 with the cumulative total return of (1) the
Standard & Poor's 500 Stock Index ("S&P 500") and (2) Standard & Poor's
Specialty Chemical Group ("S&P Specialty Chemical"). The graph assumes the
investment of $100 in the Common Stock at April 11, 1994, and the S&P 500 and
the S&P Specialty Chemical at April 29, 1994 and the reinvestment of all
dividends. The comparisons in this graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicators of
possible future performance of the Common Stock.
COMPARISON OF TOTAL RETURN
AMONG THE COMPANY, THE S&P 500, AND THE S&P SPECIALTY CHEMICAL.
$100 invested on 4/11/94 in stock or on 3/31/94
in Index - Including reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MCWHORTER S&P 500 S&P SPECIALITY
TECHNOLOGIES CHEMICALS
<S> <C> <C> <C>
4/11/94 $100 $100 $100
10/31/94 $131 $106 $95
10/31/95 $114 $134 $105
10/31/96 $135 $167 $128
10/31/97 $181 $223 $135
10/31/98 $143 $272 $122
10/31/99 $73 $318 $144
</TABLE>
Fiscal year ending October 31.
14
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
Ernst & Young LLP has served as the Company's independent auditors since the
formation of the Company. The Board of Directors has selected Ernst & Young LLP
to serve as the independent auditors of the Company for the 2000 fiscal year.
This selection will be submitted for ratification by the stockholders at the
Annual Meeting. Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting. They will have the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions. In the absence of instructions to the contrary, shares of Common
Stock represented by properly executed proxies will be voted in favor of the
ratification of Ernst & Young LLP to serve as independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.
STOCKHOLDER PROPOSALS
In accordance with rules promulgated by the Securities and Exchange
Commission, any stockholder who wishes to submit a proposal for inclusion in the
proxy material to be distributed by the Company in connection with the 2001
Annual Meeting of Stockholders must do so no later than September 12, 2000. Any
such proposal should be submitted in writing to the Secretary of the Company at
its principal executive offices.
By Order of the Board of Directors,
Warren B. Grayson
CORPORATE SECRETARY
15
<PAGE>
MCW-PS-2000
<PAGE>
MCWHORTER TECHNOLOGIES, INC.
400 EAST COTTAGE PLACE
CARPENTERSVILLE, IL 60110
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 22, 2000
The undersigned hereby appoints as Proxies, John R. Stevenson and Jeffrey M.
Nodland, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated on the reverse side, all shares of
capital stock of McWhorter Technologies, Inc. (the "Company") held of record
by the undersigned on December 30, 1999 at the Annual Meeting of Shareholders
to be held on February 22, 2000 and any adjournments thereof.
- -------------------------------------------------------------------------------
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
OF AMERICA.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL. YOUR VOTE MUST BE RECEIVED PRIOR TO THE ANNUAL MEETING OF
SHAREHOLDERS, FEBRUARY 22, 2000.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
------------------------------
MCWHORTER TECHNOLOGIES, INC.
------------------------------
CONTROL NUMBER:
1. Election of Directors.
For All With- For All
Nominees hold Except
/ / / / / /
DAVID I. BARTON, EDWARD M. GILES,
D. GEORGE HARRIS, JOHN G. JOHNSON, JR.,
JEFFREY M. NODLAND, JOHN R. STEVENSON,
AND HEINN F. TOMFOHRDE III
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through that nominee(s) name. Your
shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratify the appointment of Ernst & Young / / / / / /
LLP as independent auditors for the
Company for the 2000 fiscal year.
3. In their discretion, the proxies are authorized to vote upon any other
business as may properly come before the meeting.
Mark box at right if an address change or comment has been / /
noted on the reverse side of this card.
-------------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- -----Shareholder sign here-------------------------Co-owner sign here---------
DETACH CARD DETACH CARD
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
TO: NORWEST BANK MINNESOTA, NA, TRUSTEE OF THE VALSPAR CORPORATION STOCK
OWNERSHIP TRUST AND THE VALSPAR CORPORATION PROFIT SHARING TRUST
THESE INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
McWHORTER TECHNOLOGIES, INC.
I acknowledge receipt of a copy of the Annual Report of McWhorter
Technologies, Inc. for fiscal year 1999 and a Notice of Annual Meeting and
Proxy Statement relating to the Annual Meeting of Stockholders to be held on
February 22, 2000.
You are hereby instructed, with respect to the shares of McWhorter
Technologies, Inc. allocated to my account in The Valspar Corporation Stock
Ownership Trust and The Valspar Corporation Profit Sharing Trust, to vote as
indicated on the reverse side of this card and to confer discretionary
authority to vote upon other business that may properly come before the
meeting.
- -------------------------------------------------------------------------------
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
OF AMERICA.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THESE VOTING INSTRUCTIONS MUST BE RECEIVED BY THE TRUSTEE BY 6:00 P.M. EST
ON FEBRUARY 17, 2000. SHARES FOR WHICH THE PARTICIPANTS DO NOT GIVE
TIMELY VOTING INSTRUCTIONS WILL BE VOTED BY THE TRUSTEE AS INSTRUCTED
BY THE ADMINISTRATION COMMITTEE, OR, IF NO INSTRUCTIONS ARE RECEIVED,
AS THE TRUSTEE DETERMINES.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
------------------------------
MCWHORTER TECHNOLOGIES, INC.
------------------------------
CONTROL NUMBER:
1. Election of Directors.
For All With- For All
Nominees hold Except
/ / / / / /
DAVID I. BARTON, EDWARD M. GILES,
D. GEORGE HARRIS, JOHN G. JOHNSON, JR.,
JEFFREY M. NODLAND, JOHN R. STEVENSON,
AND HEINN F. TOMFOHRDE III
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through that nominee(s) name. Your
shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratify the appointment of Ernst & Young / / / / / /
LLP as independent auditors for the
Company for the 2000 fiscal year.
3. In their discretion, the proxies are authorized to vote upon any other
business as may properly come before the meeting.
Mark box at right if an address change or comment has been / /
noted on the reverse side of this card.
-------------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- -----Shareholder sign here-------------------------Co-owner sign here---------
DETACH CARD DETACH CARD
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANK OF AMERICA, TRUSTEE OF THE MCWHORTER TECHNOLOGIES, INC. EMPLOYEE
STOCK OWNERSHIP PLAN (ESOP) AND MCWHORTER TECHNOLOGIES, INC.
EMPLOYEE 401(k) SAVINGS PLAN
THESE INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
McWHORTER TECHNOLOGIES, INC.
I acknowledge receipt of a copy of the Annual Report of McWhorter
Technologies, Inc. for fiscal year 1999 and a Notice of Annual Meeting and
Proxy Statement relating to the Annual Meeting of Stockholders to be held on
February 22, 2000.
You are hereby instructed, with respect to the shares of McWhorter
Technologies, Inc. allocated to my account in the ESOP and/or 401(k) Plan, to
vote as indicated on the reverse side of this card and to confer
discretionary authority to vote upon other business that may properly come
before the meeting.
- -------------------------------------------------------------------------------
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
OF AMERICA.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THESE VOTING INSTRUCTIONS MUST BE RECEIVED BY THE TRUSTEE BY 5:00 P.M. EST
ON FEBRUARY 17, 2000. SHARES FOR WHICH THE PARTICIPANTS DO NOT GIVE
TIMELY VOTING INSTRUCTIONS WILL BE VOTED BY THE TRUSTEE AS INSTRUCTED
BY THE ADMINISTRATION COMMITTEE, OR, IF NO INSTRUCTIONS ARE RECEIVED,
AS THE TRUSTEE DETERMINES.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
------------------------------
MCWHORTER TECHNOLOGIES, INC.
------------------------------
CONTROL NUMBER:
1. Election of Directors.
For All With- For All
Nominees hold Except
/ / / / / /
DAVID I. BARTON, EDWARD M. GILES,
D. GEORGE HARRIS, JOHN G. JOHNSON, JR.,
JEFFREY M. NODLAND, JOHN R. STEVENSON,
AND HEINN F. TOMFOHRDE III
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through that nominee(s) name. Your
shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratify the appointment of Ernst & Young / / / / / /
LLP as independent auditors for the
Company for the 2000 fiscal year.
3. In their discretion, the proxies are authorized to vote upon any other
business as may properly come before the meeting.
Mark box at right if an address change or comment has been / /
noted on the reverse side of this card.
-------------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- -----Shareholder sign here-------------------------Co-owner sign here---------
DETACH CARD DETACH CARD
