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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 1998
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CFC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27222 36-3434526
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
500 State Street
Chicago, Illinois 60411
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 891-3456
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Item 5. Other Events.
On December 15, 1998, CFC International, Inc. (the "Company") announced
that it had reached an agreement in principle to acquire Oeserwerk KG, a German
specialty chemical coatings manufacturer, headquartered in Goppingen, Germany,
which produces coatings for the pgimented and simulated metal markets. Attached
hereto as Exhibit 99 is a copy of a news release issued by the Company
announcing the agreement to acquire Oeserwerk KG.
Item 7. Exhibits
Number Description
99 News Release dated as of December 15, 1998, by CFC
International, Inc.announcing the acquisition of Oeserwerk KG.
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SIGNATURE
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 hereunto duly authorized.
CFC INTERNATIONAL, INC.
By: /s/ Dennis Lakomy
Dennis Lakomy
Vice President and Chief Financial Officer
Dated: December 15, 1998
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CFC INTERNATIONAL, INC.
Exhibit Index
Exhibit
Number Description of Exhibit
99 News Release dated as of December 15, 1998, by
CFC International, Inc.announcing the acquisition
of Oeserwerk KG.
Contact: Dennis Lakomy Release Date: Immediate
Chief Financial Officer
(708) 757-2803
CFC INTERNATIONAL ANNOUNCES AGREEMENT
TO ACQUIRE OESERWERK KG
Chicago Heights, Illinois, December 15, 1998 - Specialty chemical
coatings manufacturer, CFC International, Inc. (Nasdaq: CFCI) today announced an
agreement in principle to acquire 100 percent ownership of German specialty
chemical coatings company, Oeserwerk KG. CFC expects the acquisition will bring
in excess of $20 million in annual sales to its current business.
The financial terms of the agreement were not disclosed, but CFC will
fund it with a combination of cash, stock and assumption of debt. The cash
portion of the purchase will be financed through the Company's revolving credit
agreements. The acquisition is subject to the conclusion of final agreements and
confirmatory due diligence.
"We are pleased to make a significant investment toward achieving our
vision of becoming a $100 million specialty chemical coatings company," said
Roger Hruby, CFC's Chairman, President and CEO. "Oeserwerk's production capacity
and established customer base will allow us to leverage CFC's proprietary
technology to increase the functionality and value of our products across the
combined business."
With an expectation of gradually improving margins and a relatively
attractive cost of financing, CFC expects the acquisition to be accretive to
earnings in its first full year as part of the Company.
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"This acquisition will help us achieve our stated strategy of prudently
broadening our global reach, as our international business will grow to
approximately 40 percent of total sales, compared to 30 percent of total sales
in 1997," said Mr. Hruby. "In addition, we will realize significant cost savings
as we are able to continue to provide our European customers with the same
high-quality products, but at a savings in overall production and distribution
costs."
Oeserwerk is a leading specialty chemical coatings manufacturer
headquartered in Goppingen, Germany. Oeserwerk currently produces coatings for
the pigmented and simulated metal markets. In addition, Oeserwerk has production
capabilities that can be applied to signature panel and magnetic stripe products
in CFC's Security Products line, as well as to applications in the Company's
Pharmaceutical and Printed Product lines, helping to expand these areas of the
business. CFC's technology and functionality are expected to help increase
margins in Oeserwerk's current businesses.
Headquartered in Chicago Heights, Illinois, CFC International is a
market leader in the design, manufacture and marketing of specialty functional
coatings and intaglio printing that add value to a wide variety of industrial
and consumer products. The Company operates facilities in Chicago Heights and
Countryside, Illinois; Ventura, California; London, England; and Tokyo, Japan.
The Company had sales of $42.3 million in 1997.
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The forward-looking statements made in this press release, which
reflects management's best judgment based upon factors currently known, involve
risks and uncertainties. These factors include, among other things: continuation
of market growth trends; reliance on a single manufacturing facility; reliance
on key personnel; control by the principal shareholder; the Company's reliance
on significant customers; the Company's ability to develop new products and
protect the proprietary formulae and technology related to its products; the
Company's ability to be competitive with other producers of specialty
transferable coatings and alternative products; fluctuations in foreign currency
exchange rates and their impact on the level and profitability of foreign sales;
and general economic conditions as they may impact the Company's customers.
Actual results may vary materially.
You may access additional information, including financial filings and
previous press releases by visiting CFC International, Inc.'s Internet homepage
at www.cfcintl.com.
