SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ____ to ____
COMMISSION FILE NUMBER
027222
CFC INTERNATIONAL, INC. EMPLOYEES
SAVINGS AND INVESTMENT PLAN
CFC INTERNATIONAL, INC.
500 State Street
Chicago Heights, IL 60411
PAGE
REQUIRED INFORMATION
Page
(a) Financial Statements Plan financial statements and 3 to 13
schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index to Financial Statements
attached hereto, which is incorporated herein by
reference.
(b) Signatures 14
(c) Exhibits:
23 Consent of Independent Accountants 15
PAGE 2
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS
AND INVESTMENT
PLAN
FINANCIAL
STATEMENTS AND
SUPPLEMENTAL
SCHEDULES
DECEMBER 31, 1997
AND 1996
PAGE 3
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
Page
Report of Independent Accountants 5
Financial Statements:
Statement of Net Assets Available for
Plan Benefits with Fund Information at
December 31, 1997 and 1996 6
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information for the year
ended December 31, 1997 7
Notes to Financial Statements 8to11
Supplemental Schedules:
Item 27(a) Schedule of Assets Held for Investment
Purposes as of December 31, 1997 12
Item 27(d) Schedule of Reportable Transactions
for the year ended December 31, 1997 13
All other schedules of additional information required by Section
2520.10310
of the Department of Labor Rules and Regulations for Reporting
and Disclosure
under ERISA have been omitted because they are not applicable.
PAGE 4
Report of Independent Accountants
To the Participants
and Plan Administrator of
the CFC International, Inc.
Employees Savings and
Investment Plan
In our opinion, the accompanying statements of net assets available
for plan benefits and the related statement of changes in net assets
available for plan benefits present fairly, in all material respects,
the net assets available for benefits of the CFC International, Inc.
Employees Savings and Investment Plan at December 31, 1997
and 1996, and the changes in net assets available
for benefits for the year ended December 31, 1997, in conformity
with generally accepted accounting principles. These financial
statements are the responsibility of the Plans management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required by
ERISA. The Fund Information in the
statements of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and the changes in net
assets available for plan benefits of each fund. Schedules I and II
and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse LLP
Chicago, Illinois
June 10, 1998
PAGE 5
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 AND 1996
Fund Information
Rembrandt LaSalle S&P Rembrandt Rembrandt Rembrandt CFC Master
Treasury Money 500 Equity International Small Cap Fixed Income Company
Promissory
Market Fund Index Fund Equity Fund Fund Fund Stock Fund Note Total
December 31, 1997
Investments, at fair value $4,218,654 $2,198,676 $10,928 $11,256 $391,150
$242,787 0 $7,073,451
Receivables:
Participant contributions 3,672 15,920 1,575 1,453 2,352 0 24,972
Employer contributions 1,032 4,468 442 407
660 0 0 7,009
Total receivables 4,704 20,388 2,017 1,860 3,012 0 0 31,981
Loans to participants 0 0 0 0 0
0 $120,792 120,792
Net assets available for plan
benefits $4,223,358 $ 2,219,064 $ 12,945 $ 13,116 $ 394,162 $ 242,787 $120,792
$7,226,224
December 31, 1996
Investments, at fair value $ 784,994 $ 1,509,354 0
0 $ 324,923 $ 131,311 0 $2,750,582
Net assets available for
plan benefits $ 784,994 $ 1,509,354 0 0 $ 324,923 $ 131,311
0 $2,750,582
The accompanying notes are an integral part of these statements.
PAGE 6
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Fund Information
Rembrandt LaSalle S&P Rembrandt Rembrandt Rembrandt CFC Master
Treasury Money 500 Equity International Small Cap Fixed Income Company
Promissory
Market Fund Index Fund Equity Fund Fund Fund Stock Fund Note Total
Sources of net assets:
Employee contributions $ 57,677 $ 204,269 $ 8,686 $ 8,406 $ 32,316 $ 6,083 0
$ 317,437
Employer matching contributions 14,148 58,576 2,055 2,364 12,553 1,969 0
91,665
Net appreciation/(depreciation) in
fair value of investments 0 504,951 (1,108) (258) 12,380 (9,068) 0
506,897
Interest and dividend income 46,237 420 784 1,022 22,994 217 $ 1,209
72,883
Transfer from other plan 3,486,873 0 0 0 0 0 124,498 3,611,371
Total sources of net assets 3,604,935 768,216 10,417 11,534 80,243 (799)
125,707 4,600,253
Uses of net assets:
Benefits paid 50,264 65,986 359 394 5,266 2,342 0 124,611
Total uses of net assets 50,264 65,986 359 394 5,266 2,342 0 124,611
Net interfund transfers (116,307) 7,480 2,887 1,976 (5,738) 114,617
(4,915) 0
Increase in net assets
available for plan benefits 3,438,364 709,710 12,945 13,116 69,239
111,476 120,792 4,475,642
Net assets available for plan benefits:
Beginning of year 784,994 1,509,354 0 0 324,923 131,311 0 2,750,582
End of year $ 4,223,358 $ 2,219,064 $ 12,945 $ 13,116 $ 394,162 $ 242,787
$ 120,792 $ 7,226,224
The accompanying notes are an integral part of these statements.
PAGE
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 1 DESCRIPTION OF THE PLAN:
The following description of the CFC International, Inc.
Employees Savings and Investment Plan (the Plan) is provided for
general information purposes only. Participants should refer to the
Plan for more complete information.
The Plan is a defined contribution plan whose purpose is to provide
retirement benefits for eligible employees of CFC International,
Inc. (the Company), formerly The Coated Film Company, and its
whollyowned subsidiaries.
Plan administration
The Plan assets are held by the LaSalle National Trust, N.A. (the
Custodian). The Custodian controls and has the authority to invest
all contributions to the Plan. Individual participant accounts are
maintained by SunGard Employee Benefit Systems (the
Recordkeeper) for each investment fund and are credited with
contributions, actual earnings from each investment fund in which
such contributions are invested, and forfeitures. The Recordkeeper
also calculates and deducts from individual participant accounts
any withdrawals or benefit payments made under the terms of the
Plan. All administrative expenses of the Plan are borne by the
Company.
Contribution policy
Eligible employees may contribute between 2% and 18% of their
annual compensation under a salary deferral agreement, and up to
an additional 10% under a posttax voluntary contribution
arrangement. For each employees salary deferral contribution up
to a maximum of 4% of annual compensation, as defined, the
Company will contribute 50% of such employee contribution. In
addition, the Company may make a discretionary contribution to
the Plan each year.
Participation and vesting
Employees who have completed one year of service and are at least
21 years of age are eligible to participate in the Plan. Participants
are fully vested in their own contributions and in the Companys
matching contributions. Participants gradually become vested in
the Company discretionary contribution, with full vesting after 7
years of service. Forfeitures of nonvested participant balances are
allocated in a manner similar to the Company discretionary
contribution.
PAGE
Withdrawals
Participants may withdraw any portion of their voluntary aftertax
contributions at any time. In order for participants to withdraw a
portion of their salary deferral contribution, they must show
financial hardship, as defined in the Plan.
Termination
The Company believes the Plan will continue without interruption,
however, it has the right to amend or terminate the Plan at any
time. Should the Plan be terminated, participant account balances
become 100% vested and Plan assets, after allowances for
expenses of administration or liquidation, shall be allocated
proportionately to each participant based on the net aggregate
value of the participants investment determined as of the date of
Plan discontinuance.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Basis of accounting
The Plans financial statements have been prepared on the accrual
basis of accounting.
Investments and investment income
The Rembrandt Treasury Money Market Fund is a pooled money
market fund whose investments are stated at fair market value as
determined by the Custodian. Interest income on this fixed income
fund is credited to individual participant accounts when earned.
The LaSalle National Trust S&P 500 Equity Index Fund is an
equity mutual fund whose investments are stated at fair market
value based upon published market quotations on the last business
day of the year.
The Rembrandt International Equity Fund invests in a portfolio
consisting primarily of the equity securities of issuers in at least
three countries other than the United States. The investments are
stated at fair market value as determined by the Custodian.
The Rembrandt Small Cap Fund invests in a portfolio consisting
primarily of the common stocks of corporations with smaller
capitalization levels that have a strong prospect for earnings
growth. Due to the nature of the investments, the funds share may
fluctuate significantly in the short term. The investments are stated
at fair market value as determined by the Custodian.
The Rembrandt Fixed Income Fund invests in a portfolio
consisting primarily of quality intermediate and longterm fixed
income securities. The investments are stated at fair market value
as determined by the Custodian.
PAGE
CFC International, Inc. common stock is a riskier investment;
therefore, the Plan limits individuals to invest not more than 50%
of their fund balance in the CFC Company Stock Fund. CFC
International, Inc. does not pay dividends; therefore, no dividend
income is credited to the individual participants account.
All contributions to the CFC Company Stock Fund are initially
deposited into the Rembrandt Treasury Money Market Fund. On a
quarterly basis, the trustee initiates investment purchases and sales
based on elected investment percentages. Interest income arises
from the delay between when funds are deposited and when CFC
shares are acquired.
Purchases and sales of securities, including related gains and
losses, are recorded on a tradedate basis.
Contributions
Employer discretionary contributions are recognized during the
period in which approved by the Companys board of directors. No
discretionary contributions were made during the year ended
December 31, 1997. Employer matching and employee
contributions are recognized during the period in which the
employees related compensation is earned.
Use of estimates
The preparation of financial statements in accordance with
generally accepted accounting principles requires the use of
estimates by management regarding the reported amounts of assets
and liabilities as well as the revenue and expenses recognized
during the reporting period. Actual results could differ from these
estimates.
Participant Loans
The retirement plan of Northern Bank Note Company (NBNC),
the investments and loans of which were rolled into the Plan
effective October 1, 1997 (see Note 5), provided that a participant
may borrow from the Plan an amount of at least $1,000 in
multiples of $100 and not to exceed the lesser of 50% of the
participants vested account balance or $50,000 less the excess of
the highest outstanding loan balance during the previous one year
period over the outstanding balance as of the date of the loan.
Each participant loan is evidenced by a note and is considered an
investment of that participants account. Accordingly, principal
and interest payments are credited to the respective participants
account. Each participant note carries an interest rate equal to the
prime rate plus 1 percent on the date of the loan. Repayment
occurs through payroll withholding over a period not to exceed 60
months, unless the loan is for the purchase or construction of a
home, in which case the repayment period may extend to 180
months. Effective January 1, 1998, the Plan will allow all
remaining participants to borrow from the Plan under similar
terms.
PAGE 1
NOTE 3 PARTYININTEREST TRANSACTIONS:
Partyininterest transactions consisted of loans made to
participants and investments in the CFC Company Stock Fund.
Stock in the CFC Company Stock Fund is acquired on the open
market at fair market value on the date purchased. Partyininterest
transactions also consist of the investments in the LaSalle S&P 500
Index Fund as LaSalle is the trustee of the Plan.
NOTE 4 TAX STATUS:
A favorable determination letter dated September 12, 1995 has
been received from the Internal Revenue Service regarding the
Plans qualified status under the Internal Revenue Code, and
therefore, the Trust is tax exempt. Further, the Plan administrator
believes the Plan is designed and being operated in accordance
with its terms and Internal Revenue Code requirements.
Accordingly, no provision for taxes has been made in the
accompanying financial statements.
NOTE 5 TRANSFER FROM OTHER PLAN:
On September 3, 1997, the Company acquired substantially all of
the assets and assumed substantially all of the liabilities of NBNC.
NBNC is a financial security printer of stock certificates and other
intaglio printed documents. Effective October 1, 1997,
investments of NBNC employees now employed by the Company
were transferred to the Plan in the amount of $3,486,873.
PAGE 1
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par, or maturity value Cost
value
Rembrandt Treasury Rembrandt Treasury Money Market Fund $4,218,654 $4,218,654
LaSalle National Trust* LaSalle S&P 500 Index Fund 1,493,946 2,198,676
Rembrandt Treasury Rembrandt International Equity Fund 11,961 10,928
Rembrandt Treasury Rembrandt Small Cap Fund 11,560 11,256
Rembrandt Treasury Rembrandt Fixed Income Fund 371,227 391,150
CFC International, Inc. CFC Company Stock Fund 307,167
242,787
Participant Loans* Loans, 7.1 9% 0 120,792
Total Assets $6,414,515 $7,194,243
*Denotes party in interest transaction
PAGE 12
CFC INTERNATIONAL, INC.
EMPLOYEES SAVINGS AND INVESTMENT PLAN
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Current value
Identity of party Number of Expense incurred Cost of asset on Net
gain
involved Description of asset transactions
Purchase price Selling price Lease rental with transaction of asset
transaction date or loss
LaSalle National Trust, N.A. LaSalle National
Trust S&P 500
Equity Index Fund 75 $ 402,156 0 0 0
0 $ 402,156 0
LaSalle National Trust, N.A. LaSalle National
Trust S&P 500
Equity Index Fund 55 0 $ 219,654 0 0 $ 182,406 219,654 $37,248
Rembrandt Treasury Rembrandt Treasury
Money Market Fund 152 4,868,956 0 0 0 0 4,868,956 0
Rembrandt Treasury Rembrandt Treasury
Money Market Fund 103 0 1,427,115 0 0 1,427,115 1,427,115 0
CFC International, Inc. Common Stock 4 127,572 0 0 $669 0 127,572 0
CFC International, Inc. Common Stock 4 9,044 44 14,020 9,044 (5,020)
Rembrandt Treasury Rembrandt Treasury
Money Market Fund 1 721,685 0 0 0 0 721,685 0
Rembrandt Treasury Rembrandt Treasury
Money Market Fund 1 3,486,873 0 0 0 0 3,486,873 0
Rembrandt Treasury Rembrandt Treasury
Money Market Fund 1 0 721,685 0 0
721,685 721,685 0
PAGE 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
CFC INTERNATIONAL, INC. EMPLOYEES
SAVINGS AND INVESTMENT PLAN
BY: /s/ Dennis W. Lakomy
Dennis W. Lakomy
Plan Administrator
Date: June 30, 1998
PAGE 1
EXHIBIT 23
CFC INTERNATIONAL, INC.
DECEMBER 31, 1997
FORM 11K
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S8 (No. 3332978 and 33332481) of CFC
International, Inc. of our report dated June 10, 1998 appearing on page 5
of this Form 11K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Chicago, Illinois
June 30, 1998
PAGE 15
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