SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File Number: 001-13889
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
MACDERMID, INCORPORATED PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MacDermid, Incorporated
1401 Blake Street
Denver, CO 80202
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest
two fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of
the latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Items 1 and 2 shall be prepared in
accordance with the applicable provisions of Article 6A of Regulation S-X (17
CFR 210.6A-01--.6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA
may file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
Note: A written consent of the accountant is required with respect to the
plan annual financial statements which have been incorporated by reference in a
registration statement of Form S-8 under the Securities Act of 1933. The
consent should be filed as an exhibit to this annual report. Such consent shall
be currently dated and manually signed.
In accordance with the rules to Form 11-K, attached as Appendix 1 to
this Form 11-K are the plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA and examined by an
independent accountant on a full scope basis.
EXHIBITS
23.1 Consent of KPMG LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MACDERMID, INCORPORATED PROFIT
SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
Date: July 13, 2005 By: /s/ Frank Monteiro
-------------------------------
Frank Montiero
Assistant Treasurer
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Supplemental Schedules
December 31, 2004 and 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Supplemental Schedules
December 31, 2004 and 2003
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
SCHEDULES
Schedule H, Line 4a - Schedule of Non-Exempt Transactions for
Delinquent Participant Contributions 10
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 11
Note: Schedules of reportable transactions, loans or fixed income
obligations in default or classified as uncollectible, leases in default or
classified as uncollectible and investment assets both acquired and disposed of
within the plan year as required by the Employee Retirement Income Security Act
of 1974 and Department of Labor Regulations have not been included herein as the
information is not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
MacDermid, Incorporated Profit Sharing and
Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan
benefits of MacDermid, Incorporated Profit Sharing and Employee Stock Ownership
Plan as of December 31, 2004 and 2003 and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of MacDermid,
Incorporated Profit Sharing and Employee Stock Ownership Plan as of December 31,
2004 and 2003 and the changes in net assets available for plan benefits for the
years then ended in conformity with U.S. generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of non-exempt
transactions for delinquent participant contributions and of assets held at end
of year are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules 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.
April 11, 2005 By: /s/ KPMG, LLP
--------------------
KPMG, LLP
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2004 and 2003
2004 2003
------------- -----------
Investments, at fair value (note 5):
MacDermid Company Stock Fund . . . . . . . . . $ 78,940,700 $80,686,697
Collective trust fund. . . . . . . . . . . . . 22,653,185 24,033,547
Other investments. . . . . . . . . . . . . . . 32,175,795 26,205,407
Loans to participants. . . . . . . . . . . . . 2,175,953 2,068,504
------------- -----------
Total investments. . . . . . . . . . . 135,945,633 132,994,155
Receivables
Employer contributions . . . . . . . . . . . . 16,786 -
Employee contributions . . . . . . . . . . . . 2,120 -
Other. . . . . . . . . . . . . . . . . . . . . 5,263 -
------------- -----------
Total receivables. . . . . . . . . . . 24,169 -
Cash . . . . . . . . . . . . . . . . . . . . . . 37,531 157,091
------------- -----------
Net assets available for plan benefits $ 136,007,333 $133,151,246
============= ===========
See accompanying notes to financial statements.
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2004 and 2003
2004 2003
------------------- ------------
Investment income:
Dividend and interest income . . . . . . . . . . . . . . . . . . $ 1,159,312 $ 581,093
Interest on participant loans. . . . . . . . . . . . . . . . . . 122,798 137,540
Net appreciation in fair value of collective trust fund (note 6) 810,264 73,039
Net appreciation in fair value of investments (note 6) . . . . . 6,919,018 32,787,940
------------------- ------------
Total investment income. . . . . . . . . . . . . . . . . 9,011,392 33,579,612
Contributions:
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899,348 860,418
Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,595,199 3,572,899
Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,645 44,527
------------------- ------------
Total additions. . . . . . . . . . . . . . . . . . . . . 13,541,584 38,057,456
------------------- ------------
Deductions:
Distributions to participants. . . . . . . . . . . . . . . . . . (10,591,120) (8,051,685)
Administrative expenses. . . . . . . . . . . . . . . . . . . . . (95,731) (211,591)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,354 (2,679)
------------------- ------------
Total deductions . . . . . . . . . . . . . . . . . . . . (10,685,497) (8,265,955)
------------------- ------------
Transfers from other plans (note 2). . . . . . . . . . . . . . . . - 3,717,309
Net increase . . . . . . . . . . . . . . . . . . . . . . 2,856,087 33,508,811
------------------- ------------
Net assets available for plan benefits, beginning of year. . . . . 133,151,246 99,642,435
------------------- ------------
Net assets available for plan benefits, end of year. . . . . . . . $ 136,007,333 $133,151,246
=================== ============
See accompanying notes to financial statements.
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to the Financial Statements
December 31, 2004 and 2003
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on an accrual basis.
Current values of investments are determined using quoted market prices and
current yields. Purchases and sales of securities are recorded on a trade-date
basis. The cost of investments sold is determined on an average cost basis.
Interest and dividend income is recorded when earned.
(B) TRUST FUND
Effective December 1, 2003, The Charles Schwab Trust Company (Schwab) was named
the Trustee of the Plan. Wachovia was the Trustee through December 1, 2003.
Under the terms of a trust agreement between the Trustee and the MacDermid,
Incorporated Profit Sharing and Employee Stock Ownership Plan (the Plan), the
Trustee manages a trust fund on behalf of the Plan. The investments and changes
therein of this trust fund have been reported to the Plan by the Trustee as
having been determined through the use of current values for all assets and
liabilities.
(C) USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management of the
Plan to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and changes therein, and the disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
(D) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(E) RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been reclassified to
conform with the current year presentations.
(2) PLAN PROVISIONS
The following is a brief description of the MacDermid, Incorporated Profit
Sharing and Employee Stock Ownership Plan and is provided for general
information purposes only. The Plan Document and Summary Plan Description
should be consulted for a more complete description of the Plan's provisions.
The Plan, as amended and restated, is a defined contribution plan sponsored by
MacDermid, Incorporated (the Company).
All domestic employees of the Company are eligible to participate in the Plan.
This includes employees of MacDermid Incorporated and its continental United
States subsidiaries.
Effective January 1, 2003, the Company announced the merger of Polyfibron
Technologies, Inc. Retirement Plan and the MacDermid Equipment Money Purchase
Pension into the Plan. In connection with the merger into the Plan, participants
(or their beneficiaries) were given the option of receiving a distribution or
transferring their balance to the Plan. During 2003, $3,589,749 and $58,445
were transferred from the Polyfibron Technologies, Inc. Retirement Plan and the
MacDermid Equipment Money Purchase Pension, respectively.
Effective March 31, 2002, the Company announced their intent to terminate the
MacDermid Equipment, Inc. 401K Plan (ME4 Plan). In connection with the
anticipated termination of the ME4 Plan, the assets were distributed to
participants (or their beneficiaries). Distributions were made, in whole or in
part, in the form of eligible rollover distributions to the MacDermid,
Incorporated Profit Sharing and Employee Stock Ownership Plan or an IRA. The
forfeitable portion of eligible, active participants' account balances became
fully vested on March 31, 2002. During 2003, the Company amended the ME4 Plan
to merge it into the Plan, and $69,115 was transferred into the Plan from the
ME4 Plan.
Effective January 1, 1999, the ESOP provision of the Plan was changed to allow
participants to contribute to the Plan using pre-tax dollars to purchase company
stock. This provision is referred to as a KSOP.
Under the terms of the Plan, employees are eligible to contribute under the
KSOP, 401(k) and after-tax options on the first of the month following their
date of hire. Participating employees may elect to have up to 10% of pre-tax
wages contributed to the Plan under the 401(k) option, and up to 7% of pre-tax
wages under the KSOP provision. Participating employees may elect to have up to
3% deducted from their after-tax wages and invested in the same investment
options as the 401(k) arrangement. The Company will match 50% of the employee's
KSOP contribution, up to a maximum of 3.5% of the employee's compensation.
Employees may elect to make pre-tax contributions up to the IRS limit of $13,000
in 2004 and $12,000 in 2003. Catch-up contributions can also be made by
employees age 50 and older up to $3,000 for 2004 and $2,000 for 2003.
Participants of the KSOP portion of the Plan are restricted from liquidating
their MacDermid Stock investment holdings (both employee funds and employer
match) until they reach the age of 55. At age 55, they are permitted to
diversify their holdings into other investment options of the Plan (see Note
11).
The Company may make profit-sharing contributions to the Plan. This is a
discretionary contribution determined by the Board of Directors. Employees
become participants in the Profit Sharing Plan as of December 1st of the first
plan year during which they are an employee, provided their employment by the
Company commences on or before July 1st of such plan year and they are at least
18 years of age, or as of December 1st of the second plan year if their
employment with the Company commences after July 1st of the first plan year and
they are at least 18 years of age. Profit Sharing contributions were $0 for the
years ended December 31, 2004 and 2003.
Employees vest immediately in their contributions. As required by the Economic
Growth and Tax Relief Reconciliation Act of 2001, the Plan adopted new vesting
requirements. All matching contributions made on or after January 1, 2002 will
vest pursuant to a 3-year cliff. All matching contributions prior to January 1,
2002 will remain on a 5-year cliff. The exception is that full vesting will
apply when an employee attains age 55, dies or becomes totally disabled. Any
forfeited amounts related to the maximum additional 3.5% of compensation
allocated to the MacDermid Company Stock Fund are used to reduce the cash
contribution required by the Company in the following year. Forfeitures
available to reduce future employer contributions amounted to $61,385 and
$79,739 at December 31, 2004 and 2003, respectively. Forfeitures used to reduce
employer contributions amounted to $77,998 and $122,286 for the years ended
December 31, 2004 and 2003, respectively.
Distribution of participants' accounts upon separation shall be paid in (a) a
lump sum, or (b) equal installments over a period not to exceed 15 years. If the
non-forfeitable balance does not, and did not at the time of any prior
distribution, exceed $5,000, the participant's account shall be distributed in a
lump-sum.
The Company expects to continue the Plan indefinitely, but necessarily reserves
the right to amend, modify or terminate the Plan at any time. If it is necessary
to discontinue the Plan, the assets in the Trust Fund will be used to provide
benefits in accordance with the provisions of the Plan document.
(3) FEDERAL INCOME TAXES
The Plan has received a tax determination letter from the Internal Revenue
Service (IRS) dated July 13, 1995 indicating that the Plan qualifies under the
provisions of Section 401(a) of the Internal Revenue Code (IRC) and is exempt
from federal income taxes. The Plan has been amended since receiving the
determination letter. The Company believes the Plan is designed and is
currently being operated in compliance with the applicable sections of the IRC.
The plan was amended and restated on January 1, 2002 to incorporate recent
amendments required as a result of current law changes. The Plan has been
submitted to the IRS for a new determination letter and is currently awaiting a
response.
Plan participants are taxed on plan benefits at the time of distribution to the
extent such distribution exceeds a participant's post-tax contribution to the
Plan. Effective January 1, 1993, the Plan withholds the mandatory 20% federal
tax from all taxable distributions, which are not direct rollovers. The tax
consequences to the participant will depend on the type of distribution (lump
sum, annuity or installments).
(4) INVESTMENT PROGRAMS
Plan participants may now elect from among 16 separate investment funds in which
to have their contributions (other than the KSOP contributions) and a portion of
the Company's contributions invested. The 16 investment funds as of December
31, 2004 are as follows:
(1) Schwab Stable Value Fund - Seeks maximum current income consistent with
stability of capital and maintenance of liquidity.
(2) American Century Ultra Fund - Seeks capital growth by investing
primarily in common stocks that are considered by management to have
better-than-average prospects for appreciation.
(3) Davis NY Venture Fund A - Seeks long-term capital appreciation and
income through purchasing high-quality, well-managed growing companies at value
prices and holding them for the long term.
(4) UBS US Small Cap Growth CL Y - Seeks growth of capital through investing
mainly in both growth and value-oriented stocks that show potential for growth
in earnings and price.
(5) Federated Stock Trust Fund - Seeks growth of income and capital by
investing principally in a professionally managed and diversified portfolio of
common stocks of high quality companies.
(6) Federated Kaufman Fund K- Seeks to provide investors with capital
appreciation by investing principally in common stocks of small to mid-size
companies that have grown rapidly and profitably.
(7) Excelsior Value & Restructuring- Seeks capital appreciation. Exposure
is to the mid- and large-cap companies and is combined with a blend of both
growth and value securities.
(8) Dreyfus Mid-Cap Index Fund - Seeks to provide investment results that
correspond to the price and yield performance of publicly-traded common stocks
of medium-size domestic companies in the aggregate, as represented by the
Standard & Poor's MidCap 400 Index.
(9) Royce Premier Fund - Seeks to invest primarily in a limited number of
small-cap securities. Emphasis is placed on finding companies that possess
excellent business strengths and/or prospects, high internal rates of return and
low leverage.
(10) Templeton Growth Fund A - Seeks long-term capital growth, investing
primarily in equity securities of companies located in any nation.
(11) Van Kampen Equity & Income Fund A - Seeks to provide highest possible
income consistent with safety of principal. Long-term growth of capital is an
important secondary objective. Fund invests in income-producing equity
securities and investment-grade debt securities.
(12) Putnam International Equity Fund A- Seeks capital appreciation through
a diversified portfolio of international stocks, targeting companies with
established earnings growth that are selling at below market prices.
(13) JP Morgan Core Bond Fund - Seeks to maximize total return through a
combination of current income and capital growth by investing mainly in
corporate and mortgage securities.
(14) Strong Government Securities - Seeks high current income consistent
with prudent investment risk. The fund may also consider the potential for
capital gain.
(15) MacDermid, Incorporated Company Stock Fund - This fund includes the
common stock of MacDermid, Inc.
(16) Schwab S&P 500 Investor SHS Fund - Seeks to provide investment results
that corresponds to the price and yield performance of publicly traded common
stock as represented on the Standard and Poor's 500 index.
Participants may elect to transfer amounts from one investment fund to another,
up to once per day, using a voice mail response system or via the internet.
(5) INVESTMENTS
The following table represents the fair value of investments. Investments that
represent 5% or more of the Plan's net assets are separately identified:
December 31,
--------------------------
2004 2003
------------- -----------
MacDermid, Incorporated Company Stock Fund $ 78,940,700 $ 80,686,697
Collective Trust Fund
Schwab Stable Value Fund . . . . . . . 22,653,186 24,033,547
Davis NY Venture Fund A. . . . . . . . . . 7,275,619 6,887,787
Other investments. . . . . . . . . . . . . 27,076,128 21,386,124
------------- -----------
$ 135,945,633 $132,994,155
============= ===========
(6) NET APPRECIATION (DEPRECIATION)
During the years ended December 31, 2004 and 2003, the Plan's investments
(including investments bought and sold, as well as investments held during the
year) appreciated (depreciated) as follows:
December 31,
-------------------------
2004 2003
------------- ----------
Company Stock Fund. . $ 4,085,683 $29,800,399
Collective Trust Fund 810,264 73,039
Mutual Funds. . . . . 2,833,335 2,987,541
------------- ----------
$ 7,729,282 $32,860,979
============= ==========
(7) NONPARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
2004
------------
Balance as of January 1, 2004 $27,824,929
Employee Contributions. . . . 1,899,766
Employer Contributions. . . . 952,987
Dividends . . . . . . . . . . 157,195
Net Appreciation/Depreciation 1,539,840
Benefits Paid . . . . . . . . (1,601,421)
Fees. . . . . . . . . . . . . (28,605)
Forfitures. . . . . . . . . . (72,673)
Transfers to Unrestricted . . (1,547,570)
------------
Ending Balance. . . . . . . . $29,124,848
============
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to the Financial Statements
December 31, 2004 and 2003
The nonparticipant directed investments at January 1 and December 31, 2004
consist of MacDermid Stock.
(8) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to 50%
of their vested balance, but not more than the lesser of $50,000 or the total
vested account balance consisting of assets held other than Company stock. Loan
transactions are treated as a transfer to (from) the investment fund from (to)
the Loan Fund. Loan terms range from 1-5 years or up to 10 years for the
purchase of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined quarterly by the Plan administrator. Interest
rates range from 5.00% to 6.20% at December 31, 2004. Principal and interest is
paid ratably through regular payroll deductions.
(9) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Schwab. Schwab is
the Trustee as defined by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. Fees paid by the Plan for investment management
services amounted to $95,731 for the year ended December 31, 2004. Prior to the
change in Trustee, fees paid by the Plan for the investment management services
of Wachovia Securities amounted to $211,288 for the year ended December 31,
2003.
(10) RISK AND UNCERTAINTIES
The Plan provides for various investment options in several investment
securities and instruments. Investment securities are exposed to various risks,
such as interest rate, market and credit risks. Due to the level of risks
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks and values in the near term would
materially affect investment balances and the amounts reported in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits. A significant portion of the Plan's assets
are invested in stock of the Plan Sponsor. No reserve has been recorded for
credit risk.
(11) SUBSEQUENT EVENTS
As of January 1, 2005 the Company removed the provision whereby participants
could not transfer vested employee amounts contributed under the KSOP portion of
the plan and replaced it with a rolling three year diversification restriction.
Employer matching dollars in the KSOP portion of the Plan will remain restricted
until age 55.
As of January 1, 2005, the Company discontinued the profit sharing program.
MACDERMID, INCORPORATED PROFIT SHARING AND
EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, Line 4A - Schedule of Non-Exempt Transactions
For Delinquent Participant Contributions
December 31, 2004
(a) (b) (c) (d)
Relationship to plan
Employer or other
Including rate of
Interest on line 4(a)
Identity of Party involved Party-in-interest Description of transactions Amount
--------------------------- ------------------------- ------------------------------------------ ----------
MacDermid, Inc Plan Sponsor In April of 2004, contributions for eight $ 3,769.59
employees were not deposited to the plan
in a timely manner.
MacDermid, Inc. had unintentionally remitted certain employee contributions
totaling $3,769.59 late to the trustee during 2004. Management has remedied the
situation and established procedures and controls to prevent such occurrences in
the future. In 2004, the Plan sponsor reimbursed the Plan for the lost
investment income in the amount of $12.50.
See accompanying report of Independent Registered Public Accounting Firm.
MACDERMID, INCORPORATED PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, Line 4i -Schedule of Assets (Held at End of Year)
December 31, 2004
IDENTITY OF ISSUER, BORROWER, DESCRIPTION CURRENT
LESSOR, OR SIMILAR PARTY OF INVESTMENT VALUE
--------------------------------------------------------------------------------------------- ------------------- -----------
*Schwab Stable Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,482,014 shares $22,653,185
*Schwab S&P 500 Investor SHS Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 16,382 shares 305,190
*Schwab Money Market/Liquidity Account. . . . . . . . . . . . . . . . . . . . . . . . 17,000 shares 16,918
*MacDermid, Incorporated Company Stock Fund . . . . . . . . . . . . . . . . . . . . . 2,186,723 shares 78,940,700
Includes non-participant directed investments with a fair value
of $29,124,848 and a cost of $20,119,117
American Century Ultra Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,772 shares 459,587
Davis NY Venture Fund A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,068 shares 7,275,619
UBS Small Cap Growth Fund CL Y. . . . . . . . . . . . . . . . . . . . . . . . . . . 169,870 shares 2,350,997
Federated Stock Trust Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,415 shares 647,496
Federated Kaufman Fund K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301,013 shares 1,613,427
Excelsior Value & Restructuring Fund. . . . . . . . . . . . . . . . . . . . . . . . 104,702 shares 4,442,486
Dreyfus Mid-Cap Index Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,048 shares 1,755,997
Royce Premier Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,522 shares 2,109,573
Templeton Growth Fund A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,912 shares 3,202,582
Van Kampen Equity & Income Fund A . . . . . . . . . . . . . . . . . . . . . . . . . 307,262 shares 2,648,598
Putnam International Equity Fund A. . . . . . . . . . . . . . . . . . . . . . . . . 64,471 shares 1,526,671
JP Morgan Core Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199,576 shares 2,179,368
Strong Government Securities Fund . . . . . . . . . . . . . . . . . . . . . . . . . 152,820 shares 1,641,286
*Participant Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.00%-6.20% 2,175,953
---------------
Total $135,945,633
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*Represents a party-in-interest.
See accompanying report of Independent Registered Public Accounting Firm