UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CFC International, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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[ ] 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:
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4) Date Filed:
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<PAGE>
[GRAPHIC OMITTED]
April 2, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
CFC International, Inc. to be held at the University of Chicago, Graduate School
of Business, The Conference Center, 450 North Cityfront Plaza Drive, Chicago,
Illinois on Monday, April 26, 1996 at 1:00 p.m. Central Time.
We remain very optimistic about our business. I remain hopeful about and
dedicated to growth through acquisition, without dilution. These are, indeed,
exciting times at CFC International.
The election of directors and related matters are more fully described in
the enclosed Proxy Statement. Please read the Proxy Statement closely and mark,
date, and sign the enclosed proxy and return it in the enclosed envelope, which
does not require postage if mailed in the United States.
Sincerely,
[GRAPHIC OMITTED]
Roger F. Hruby,
Chairman of the Board,
Chief Executive Officer
YOUR VOTE IS IMPORTANT
Please Sign, Date, and Return Your Proxy Card
<PAGE>
[GRAPHIC OMITTED]
500 State Street, Chicago Heights, Illinois 60411
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 26, 1999
You are cordially invited to attend the annual meeting of stockholders of
CFC International, Inc., which will be held at the University of Chicago,
Graduate School of Business, The Conference Center, 450 North Cityfront Plaza
Drive, Chicago, Illinois on April 26, 1999 at 1:00 p.m. Central Time, for the
following purposes:
1. To elect directors; and
2. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on March 19, 1999 are
entitled to vote at the meeting. A list of such stockholders will be available
for examination by any stockholder for any purpose germane to the meeting,
during normal business hours, at Harris Trust & Savings Bank, 311 West Monroe,
14th Floor, Chicago, Illinois for a period of ten days prior to the meeting.
A proxy statement and a proxy card solicited by the Board of Directors are
enclosed herewith. It is important that your shares be represented at the
meeting regardless of the size of your holdings. Whether or not you intend to be
present at the meeting in person, we urge you to mark, date and sign the
enclosed proxy card and return it in the envelope provided for that purpose,
which does not require postage if mailed in the United States. If you attend the
meeting, you may, if you wish, withdraw your proxy and vote in person.
[GRAPHIC OMITTED]
Dennis W. Lakomy
Vice President, Chief Financial Officer,
Treasurer, and Secretary
Chicago Heights, Illinois
April 2, 1999
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YOU ARE URGED TO MARK, DATE, AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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<PAGE>
CFC INTERNATIONAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 26, 1999
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of CFC International, Inc. (the "Company") of proxies for
use at the annual meeting of stockholders of the Company to be held at the
University of Chicago, Graduate School of Business, The Conference Center, 450
North Cityfront Plaza Drive, Chicago, Illinois at 1:00 p.m. Central Time, on
Monday, April 26, 1999, and at any postponement or adjournment thereof. Proxies
properly executed and returned in a timely manner will be voted at the meeting
in accordance with the directions noted thereon. If no direction is indicated,
they will be voted for the election of the nominees named herein as directors,
and on other matters presented for a vote in accordance with the judgment of the
persons acting under the proxies. Any stockholder giving a proxy may revoke it
at any time before it is voted, either in person at the meeting, by written
notice to the Secretary of the Company, or by delivery of a later-dated proxy.
The Company's principal executive offices are located at 500 State Street,
Chicago Heights, Illinois 60411 (telephone: 708/891-3456). This Proxy Statement
is dated April 2, 1999 and it is expected that proxy materials will be mailed to
stockholders beginning on or about that date.
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record at the close of business on March 19, 1999 are
entitled to vote at the annual meeting of stockholders. The Company's only
outstanding voting stock is its common stock, par value $.01 per share (the
"Common Stock"), of which 4,091,983 shares were outstanding as of the close of
business on March 19, 1998. Each share of Common Stock is entitled to one vote.
Election of each director requires the affirmative vote of the holders of a
plurality of the shares of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting. In general, approval
of any other matter submitted to the stockholders for their consideration
requires the affirmative vote of the holders of a majority of the shares of the
Common Stock present in person or represented by proxy. Abstentions, directions
to withhold authority, and broker non-votes are counted as shares present in the
determination of whether the shares of stock represented at the meeting
constitute a quorum. Abstentions, directions to withhold authority, and broker
non-votes are not counted in tabulations of the votes cast on proposals
presented to stockholders. Thus, an abstention, direction to withhold authority,
or broker non-vote with respect to a matter has the same legal effect as a vote
against the matter. An automated system administered by the Company's transfer
agent will tabulate the votes.
<PAGE>
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting. The Board of Directors
has designated the persons named below as nominees for election as directors for
a term expiring at the annual meeting of stockholders in 2000. All of the
nominees are serving as directors as of the date of this Proxy Statement.
The seven nominees for director receiving the 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 meeting will be elected. Unless otherwise
instructed, properly executed proxies that are returned in a timely manner will
be voted for election of the seven nominees. If, however, any of the nominees
should be unable or should fail to act as a nominee by virtue of an unexpected
occurrence, the proxies will be voted for such other person as will be
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.
Biographical information concerning the seven nominees is presented below:
Roger F. Hruby, age 64, has been a director of the Company since its
formation. Currently, Mr. Hruby also serves as the Company's Chairman of the
Board and Chief Executive Officer. Prior thereto, Mr. Hruby was the President
and Chief Operating Officer of the Company's predecessor, Bee Chemical, from
1977 until the sale of that company to Morton Thiokol, Inc. in 1985, at which
time Mr. Hruby also became its Chief Executive Officer. Mr. Hruby also organized
the formation of Bee Chemical's Japanese joint venture in 1970 and supervised
its growth from a start-up venture to a significant manufacturing company with
annual sales in excess of $40 million. In 1986, Mr. Hruby formed the Company,
which purchased Bee Chemical's specialty transferable solid coatings division
from Morton Thiokol and has been Chairman of the Board and Chief Executive
Officer of the Company since the date of its incorporation. He was also
President of the Company from its incorporation until June 1995, and from
January 1998 to January 1999. Mr. Hruby has been involved in the specialty
chemical industry since 1958. Mr. Hruby earned a bachelors degree in chemistry
from North Central College and a Masters of Business Administration from the
University of Chicago.
William G. Brown, age 56, has been a director of the Company since August
1995. Mr. Brown currently is a partner of Bell, Boyd & Lloyd, Chicago, Illinois,
counsel to the Company. He is also a Director of the MYR Group Inc., Managed
Care Solutions, Inc., and Dovenmuehle Mortgage, Inc.
Robert B. Covalt, age 67, became a director of the Company in August 1997.
Mr. Covalt has been Chief Executive Officer of Sovereign Specialty Chemicals,
Inc. since 1996. Prior thereto, he served in several capacities with Morton
International, Inc., a salt and specialty chemicals company, most recently as
Executive Vice President and President of the Specialty Chemicals Group.
Richard L. Garthwaite, age 48, was named director of the Company on March
26, 1999. Currently, Mr. Garthwaite also serves as the Company's President and
Chief Operating Officer. Prior thereto, Mr. Garthwaite was President and
Chief Executive Officer of A.L. Hyde Company a division of Danaher from 1990.
Dennis W. Lakomy, age 54, has been a director of the Company since
August 1995. Mr. Lakomy also is Vice President, Chief Financial Officer,
Secretary, and Treasurer of the Company. He joined Bee Chemical in 1975
and served as Vice President and Controller of that company from 1982
until co-founding CFC with Mr. Hruby in 1986. Mr. Lakomy earned a
bachelors degree in accounting from Loyola University of Chicago and a Masters
of Business Administration from the University of Chicago.
Richard Pierce, age 60, became a director of the Company in August 1995.
Before becoming a director, Mr. Pierce served as an Advisory Director of the
Company since 1991. He currently is the Managing Director of the Chicago office
of Russell Reynolds Associates, Inc., an executive recruiting firm, which he
joined in 1976.
David D. Wesselink, age 56, became a director of the Company in August
1995. Before becoming a director, Mr. Wesselink served as an Advisory Director
of the Company since 1992. He currently is the Chief Financial Officer of Metris
Companies which he joined in 1998. He was previously Chief Financial Officer of
Advanta Corporation, a consumer credit company, from 1993 until March 1998.
Prior thereto, he served in several capacities with Household International, a
consumer and commercial financial services company, including Chief Financial
Officer, Treasurer and Vice President, Research.
The Board of Directors unanimously recommends that the stockholders vote
"FOR" the election of each of the nominees for director.
Meetings and Committees of the Board
- ------------------------------------
The three standing committees of the Board of Directors of the Company are
the Audit Committee, the Stock Option Committee, and the Compensation Committee,
the functions and membership of which are described below. The Board of
Directors does not have a standing nominating committee. The Board of Directors
held four meetings and acted once by unanimous written consent in 1998.
The Audit Committee's functions include making recommendations to the Board
of Directors on the selection of the Company's independent auditors, reviewing
the overall scope of the independent auditors' examination, reviewing the
proposed annual financial statements of the Company with the independent
auditors and reporting a summary of the Audit Committee's conclusions to the
Board of Directors; and reviewing the Company's internal controls and accounting
policies with the independent auditors and certain officers of the Company. The
Audit Committee currently consists of Messrs. Brown, Pierce, and Wesselink.
The Stock Option Committee is responsible for the administration and
interpretation of, and the granting of options under the CFC International, Inc.
Stock Option Plan (the "Stock Option Plan") and the CFC International, Inc.
Stock Purchase Plan (the "Stock Purchase Plan" and, collectively with the Stock
Option Plan, referred to as the "Employee Plans"). Messrs. Covalt, Pierce and
Wesselink currently are the members of the Stock Option Committee.
The Compensation Committee is responsible for approving all employment
contracts with, and salaries of, officers of the Company. The Compensation
Committee also is responsible for all bonuses, other payments, plans (other than
the Employee Plans), programs, and benefits for the Company's officers. Messrs.
Hruby and Pierce currently comprise the Compensation Committee.
Nominations for election of directors are made by the Board of Directors
and, pursuant to the Company's bylaws, may be made by a committee appointed by
the Board or by any stockholder entitled to vote in the election of directors.
See "Submission of Stockholder Proposals for the 1999 Annual Meeting" for
procedures with respect to nominations by stockholders.
During 1998, the Stock Option Committee held two meetings, the Audit
Committee held two meetings and the Compensation Committee met once. In 1998,
during the time each director served in such capacity, no director attended less
than 75% of the aggregate of all meetings of the Board and all meetings held by
committees of the Board on which such director served.
Other Matters
- -------------
Management knows of no other matters to be brought before the annual
meeting other than those described above. If any other business should come
before the meeting, it is intended that the persons named in the enclosed proxy
will vote the shares in accordance with their best judgment on any such matter.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 19, 1999, certain information
regarding the beneficial ownership of the Company's Common Stock by each person
known by the Company to be the beneficial owner of 5% or more of the outstanding
Common Stock, by each director, nominee for director, and Named Executive
Officer (as defined below under "Management Compensation"), and by all directors
and executive officers as a group. As of such date, there were 136 record
holders and approximately 900 beneficial holders of Common Stock and 4,091,983
shares of Common Stock outstanding.
Shares Beneficially
Owned
-----
Name(1) Number(2) Percent
- ------- --------- -------
Roger F. Hruby (3) ............................ 2,432,321 59.4
Dennis W. Lakomy .............................. 322,402 7.9
William G. Brown (4) .......................... 164,569 4.0
Richard L. Garthwaite ......................... 50,000 1.2
Robert B. Covalt .............................. 2,500 *
Richard Pierce ................................ 8,500 *
David D. Wesselink ............................ 10,500 *
RFH Investments, LP (5) ....................... 930,044 22.7
Royce Associates, Inc.(6) ..................... 460,500 11.3
All directors and executive officers as a group
(7 persons) (3)(4) ....................... 2,508,927 61.3
- -----------
* Represents less than 1% of the outstanding Common Stock.
(1) Unless otherwise indicated, the address of all of the persons named or
identified above is c/o CFC International, Inc., 500 State Street,
Chicago Heights, Illinois 60411.
(2) The numbers and percentages of shares shown above as owned by the
directors, Named Executive Officers, and by all directors and executive
officers as a group assume in each case that currently outstanding stock
options covering shares of Common Stock that were exercisable within 60
days of March 19, 1999 by that person or group as follows: (i) William G.
Brown - 7,500; (ii) Robert B. Covalt - 2,500; (iii) Richard Pierce - 7,500;
(iv) David D. Wesselink - 7,500; and all directors and executive officers
as a group (including such individuals) - 27,018.
(3) Includes 930,044 shares of Common Stock owned by RFH Investments, LP, a
limited partnership of which Mr. Hruby is the managing general partner (and
of which all of the partners are members of Mr. Hruby's immediate family or
trusts for the benefit of such family members), but does not include
507,808 shares of Class B Common Stock owned by RFH Investments, LP. The
shares of Common Stock shown above as beneficially owned by Mr. Hruby also
include 469,500 shares of Common Stock which Mr. Lakomy and members of Mr.
Brown's family beneficially owned immediately after the Company's initial
public offering of common stock in November 1995, which they still hold,
and for which Mr. Hruby holds an irrevocable voting proxy. Mr. Hruby also
holds irrevocable voting proxy on Mr. Garthwaite's 50,000 shares. In
addition to the Common Stock set forth in the table above, Mr. Hruby owns
an option to purchase 534 shares of the Company's Voting Preferred Stock
with an exercise price of $500 per share. The Voting Preferred Stock is
entitled to 1,000 votes per share on all matters to be voted upon by the
Company's stockholders.
(4) Includes 157,067 shares of Common Stock which are owned by the William
Gardner Brown 1993 GST Trust, a trust for the benefit of Mr. Brown's family
and of which Mr. Brown is not a beneficiary nor is he, or a member of his
immediate family, a trustee.
(5) RFH Investments, LP also owns 512,989 shares of Class B Common Stock, which
is substantially equivalent to the Common Stock in all respects except that
the Class B Common Stock generally is not entitled to vote on any matters
submitted to a vote of the Company's stockholders and not included in
shares owned.
(6) The number of shares of Common Stock shown as beneficially owned is derived
from a Schedule 13G dated February 10, 1999 filed with the Securities and
Exchange Commission by the listed stockholder. Such stockholder's address
is 1414 Avenue of the Americas, New York, New York 10019.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The directors and executive officers of the Company and persons who own
more than 10% of the common stock are required to report their transactions in
the Common Stock to the Securities and Exchange Commission and the Company
within a specified period following a transaction. Based solely on its review of
copies of such reports received by it, the Company believes that during 1998,
its executive officers, directors, and greater than 10% stockholders complied
with all such reporting obligations.
MANAGEMENT COMPENSATION
The following table provides certain summary information concerning the
compensation paid or accrued during the year ended December 31, 1998 to the
Company's Chief Executive Officer and to each of the other executive officers of
the Company who received compensation in excess of $100,000 during the last
fiscal year (the "Named Executive Officers"). The Company does not have a
restricted stock award program or a long-term incentive plan.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
------------------- ------
Other Securities
Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options/SARs Compensation
Position Year ($) ($) ($) (#) ($)*
- ------------------ ---- ------- ------- ----------- ----------- -----------
Roger F. Hruby.... 1998 350,000 - - - 5,000
Chairman of the
Board and 1997 329,240 - - - 3,000
Chief Executive
Officer 1996 285,000 28,500 24,000(1) - 3,000
Dennis W. Lakomy...1998 175,665 - - - 3,568
Vice President,
Chief
Financial 1997 165,375 - - 19,458 3,000
Officer,
Treasurer,
and Secretary 1996 165,375 16,537 - - 3,000
- -----------
* Reflects matching contributions made by the Company pursuant to the
Company's contributory retirement savings plan, which covers eligible
employees who qualify as to age and length of service. Under the plan, the
Company makes matching contributions equal to 50% of the first 4% of the
employee's income that the employee contributes.
(1) A $1 million life insurance policy on Mr. Hruby was paid for by the Company
during 1996, with Mr. Hruby's estate as the beneficiary. The amount shown
above was the premium paid for such policy. The policy was not renewed
during 1997.
Option Exercises and Year-End Valuation
- ---------------------------------------
The following table provides certain information with respect to the Named
Executive Officers concerning the exercise of options and/or stock appreciation
rights ("SARs") during 1998 and unexercised options and SARs held on December
31, 1998:
AGGREGATE 1998 OPTION/SAR EXERCISES AND VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at 12/31/98 at 12/31/98*
Shares ---------------------- ------------------
Acquired
on Value Exer- Unexer- Exer- Unexer-
Exercise Realized cisablie cisable cisable cisable
Name (#) ($) (#) (#) ($) ($)
- ---- ---------- ------ -------- ------- ------- --------
Roger F. Hruby... - - - - - -
Dennis W. Lakomy. - - - 19,458 - -
- -----------
* This column indicates the aggregate amount, if any, by which the market
value of the Common Stock on December 31, 1998 exceeded the options'
exercise price and is based on the closing per share sale price of the
Common Stock on such date of $8.00 as quoted on the Nasdaq National Market.
Directors' Compensation
- -----------------------
Directors of the Company who are not employees of the Company are paid
$1,500 for each board meeting attended and $750 for each board committee meeting
attended which is not held on the same day as a board meeting, but are not paid
an annual retainer. Directors of the Company who are also employees of the
Company are not paid any compensation for serving as directors.
Upon the closing of the Company's initial public offering of Common Stock
(the "IPO"), each of the Company's non-employee directors, Messrs. Brown, Pierce
and Wesselink, were automatically granted, pursuant to the CFC International,
Inc. Directors' Stock Option Plan, a one-time option covering 10,000 shares of
Common Stock. Each of the options has a term of ten years and a per share
exercise price of $9.50. The options become exercisable as to one-fourth of the
grant on each of the first, second, third, and fourth anniversary of the date of
grant.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Until August 1995, Mr. Hruby, the Company's Chief Executive Officer,
approved the terms of the compensation of the Company's executive officers. In
August 1995, the Company's Board of Directors formed a Compensation Committee,
which is currently comprised of Messrs. Hruby and Pierce, which determines the
compensation of the Company's executive officers in the future.
In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions "Report of the
Compensation Committee" and "Performance Graph" will not be deemed to be filed
or to be proxy soliciting material or incorporated by reference in any prior or
future filings by the Company under the Securities Act of 1933 as amended, or
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
REPORT OF THE COMPENSATION COMMITTEE
The compensation of the Company's executive officers is generally
determined by the Compensation Committee of the Board of Directors. The
Compensation Committee currently consists of two directors of the Company. The
following report with respect to certain compensation paid or awarded to the
Company's executive officers during 1998 is furnished by the directors who then
comprised the Compensation Committee.
General Policies
- ----------------
The Company's compensation program is intended to enable the Company to
attract, motivate, reward, and retain the management talent required to achieve
corporate objectives in a highly competitive industry, and thereby increase
stockholder value. It is the Company's policy to provide incentives to its
senior management to achieve both short-term and long-term objectives. To attain
these objectives, the Company's executive compensation program is composed
primarily of a base salary, bonuses, and stock option grants.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deduction for federal income tax purposes of certain compensation paid by any
publicly held corporation to its chief executive officer and its four other
highest compensated officers to $1 million per each such executive (the "$1
million cap"). The compensation currently paid to the Company's executive
officers, including pursuant to the Employee Plans, is not expected to exceed
the $1 million cap. See "Cash Compensation".
Cash Compensation
- -----------------
Base salaries for executive officers are determined by a subjective
assessment of the executive officer's responsibilities and position within the
Company, and the performance of the executive officer. Base salaries are
reviewed annually and, from time to time, by the Compensation Committee and
adjusted appropriately. The Company exceeded its minimum targeted performance
expectations during 1998. As a result, the Company's executive officers will
receive a bonus for 1998 in 1999.
Stock Options
- -------------
Options may be granted to executive officers, as well as other employees of
the Company, upon joining the Company and each year thereafter under the
Employee Plans. The Stock Option Committee takes into account factors including
salary, position and responsibilities when granting options to executive
officers. In 1998, the Stock Option Committee granted options to purchase 38,810
shares of Common Stock pursuant to the Stock Option Plan and options to purchase
8,243 shares of Common Stock pursuant to the Stock Purchase Plan.
Chief Executive Officer Compensation
- ------------------------------------
During 1998, the Company's most highly compensated executive officer was
Roger F. Hruby, Chairman and Chief Executive Officer of the Company since the
date of its incorporation. Prior to the creation of the Compensation Committee,
Mr. Hruby determined his annual compensation by using the same criteria he used
to determine the compensation levels for other corporate officers and based his
compensation on his assessment of his overall performance and on information
regarding awards made by similar companies. Since the creation of the
Compensation Committee, the Compensation Committee has reviewed Mr. Hruby's
compensation using the same criteria that it uses to determine compensation
levels for other corporate officers. No specific weighting was assigned to these
factors. Based on its review, the Compensation Committee believes that Mr.
Hruby's experience, dedication, and knowledge have been of vital importance to
the successful and ongoing growth of the administration and operations of the
Company. In the Compensation Committee's view, Mr. Hruby's fiscal 1998
compensation package reflects an appropriate balance of (i) the Company's
performance in fiscal 1998, (ii) Mr. Hruby's own performance level, and (iii)
competitive standards. Mr. Hruby's compensation typically consists of a base
salary and bonus.
Compensation Committee Members
Richard Pierce
Roger F. Hruby
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
returns of the Company's Common Stock, the Nasdaq Composite Index, and the S&P
Chemical Composite Index (assuming reinvestment of any dividends) for the period
beginning on November 16, 1995, the effective date of the registration of the
Common Stock under Section 12 of the Exchange Act, and ending on December 31,
1998, the last day of the Company's 1998 fiscal year.
Comparison of Cumulative Return
vs. Nasdaq Composite and S&P Chemical Composite Indices*
1995 1996 1997 1998
------------- -------------- -------------- --------------
Company/Index
Name 11/16 12/29 6/28 12/31 6/30 12/31 6/30 12/31
- ------------- ----- ----- ---- ----- ---- ----- ---- -----
CFC
International,
Inc.......... $100.00 $ 90.79 $171.05 $118.42 $102.63 $123.68 $113.16 $ 84.21
Nasdaq
Composite
Index ........ 100.00 100.73 113.46 123.61 138.07 150.35 181.41 209.93
S&P Chemical
Composite
Index......... 100.00 104.49 116.29 127.89 150.13 152.50 173.55 141.21
- -------
* Assumes $100 invested on November 16, 1995 in the Company's Common Stock,
the Nasdaq Composite Index, and the S&P Chemical Composite Index.
Historical results are not necessarily indicative of future performance.
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, pursuant to the recommendation of the Audit
Committee, has selected the accounting firm of PricewaterhouseCoopers LLP to
serve as the independent accountants of the Company for its current fiscal year
ending December 31, 1999. PricewaterhouseCoopers LLP has served as the Company's
independent auditors since 1986. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the annual meeting, and they will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions from stockholders.
SOLICITATION OF PROXIES
The Board of Directors will solicit proxies through the use of the mail.
Proxies may also be solicited by directors, officers, and a small number of
other employees of the Company personally, or by mail, telephone, facsimile, or
otherwise, but such persons will not be compensated for such services. The
Company will request brokerage firms, banks, fiduciaries, voting trustees, or
other nominees to forward the soliciting material to the beneficial owners of
stock held of record by them, and the Company has hired Proxy Services
Corporation to coordinate the solicitation of proxies by and through such
holders for a fee of approximately $1,000 plus expenses. The Company will bear
the entire cost of the Board of Directors' solicitation.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
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 2000
Annual Meeting must do so no later than December 3, 1999. Any such proposal
should be submitted in writing to the Secretary of the Company at its principal
executive offices. Upon submitting a proposal, the stockholder shall provide the
Company with a written notice which includes the stockholder's name and address,
the number of shares of Common Stock that such stockholder holds of record or
beneficially, the dates upon which such shares were acquired, and documentary
support for a claim of beneficial ownership.
GENERAL
It is important that proxies be returned promptly. If you are unable to
attend the meeting, you are urged, regardless of the number of shares owned, to
date, sign, and return without delay your proxy card in the enclosed addressed
envelope.
By Order of the Board of Directors
Dennis W. Lakomy
Vice President, Chief Financial Officer,
Treasurer, and Secretary
