-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOAAIy8vklQZmKgCUX4BBFTtThZxOdTbQTgjEbbUpDOTPy1DMUVtwxIkAEeNwg0U 5LVn6sfV9MMVll4QuUfwsw== 0000942618-05-000042.txt : 20051208 0000942618-05-000042.hdr.sgml : 20051208 20051208095657 ACCESSION NUMBER: 0000942618-05-000042 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CFC INTERNATIONAL INC CENTRAL INDEX KEY: 0000949859 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 363434526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49197 FILM NUMBER: 051251036 BUSINESS ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411 BUSINESS PHONE: 7088913456 MAIL ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 68411 SC 13D 1 cfc3.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CFC International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 125252106 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 125252106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 13,695 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,343 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,695 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 10,343 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,038 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.60% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 125252106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 295,417 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 295,417 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 295,417 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.39% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 125252106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 40,941 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 40,941 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,941 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.02% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 125252106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 10,993 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,993 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,993 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 125252106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 6,791 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,791 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,791 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17% Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of CFC International, Inc., 500 State Street, Chicago Heights, IL, 60411. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired or sold by LAF, LPC, LOF, LMF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC*, LOF, LMF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of December 5, 2005. Shares of Common Stock Loeb Arbitrage Fund 295,417 Loeb Partners Corporation* 24,038 Loeb Offshore Fund Ltd. 40,941 Loeb Marathon Fund 10,993 Loeb Marathon Offshore Fund Ltd. 6,791 -------- 378,180 The total shares of Common Stock constitutes 9.45% of the 3,998,233 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including shares of Common Stock purchased and sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 11-02-05 482 $14.33 11-03-05 18 14.42 11-04-05 648 14.34 11-07-05 58 14.73 11-08-05 29 14.52 11-08-05 36 14.50 11-18-05 146 15.17 11-21-05 49 15.16 11-22-05 30 15.24 11-23-05 215 15.60 11-25-05 572 15.74 11-28-05 881 15.62 11-29-05 75 15.75 12-02-05 826 15.74 12-02-05 1123 15.75 Holder Date Shares Average Price Loeb Arbitrage Fund 11-02-05 6227 $14.33 11-03-05 885 14.42 11-04-05 8388 14.34 11-07-05 747 14.73 11-08-05 747 14.48 11-08-05 82 14.72 11-18-05 1883 15.16 11-21-05 629 15.15 11-22-05 417 15.23 11-23-05 2782 15.60 11-25-05 7390 15.73 11-28-05 11405 15.62 11-29-05 969 15.74 12-02-05 1205 15.32 12-02-05 8710 15.77 Holder Date Shares Average Price Loeb Offshore Fund 11-02-05 791 $14.32 11-03-05 1582 14.41 11-04-05 1064 14.34 11-07-05 95 14.72 11-08-05 11 14.72 11-08-05 95 14.84 11-18-05 239 15.16 11-21-05 80 15.15 11-22-05 53 15.23 11-23-05 353 15.60 11-25-05 938 15.73 11-28-05 1447 15.61 11-29-05 123 15.74 11-30-05 230 16.57 12-02-05 4224 15.77 12-02-05 167 15.32 12-05-05 4244 15.77 Holder Date Shares Average Price Loeb Marathon Fund 11-18-05 700 $15.16 11-21-05 232 15.15 11-22-05 125 15.23 11-23-05 1020 15.60 11-28-05 4208 15.61 11-29-05 37 15.61 11-29-05 360 15.74 12-02-05 389 15.32 12-02-05 3922 15.77 Holder Date Shares Average Price Loeb Marathon Offshore 11-18-05 432 $15.16 Fund Ltd. 11-21-05 146 15.15 11-22-05 75 15.23 11-23-05 630 15.60 11-28-05 2659 15.61 11-29-05 2622 15.61 11-29-05 223 15.74 12-02-05 240 15.32 12-02-05 2423 15.77 Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 10-06-05 1871 $15.11 10-06-05 17 14.95 10-07-05 324 14.99 10-10-05 161 14.94 10-12-05 14 14.94 10-13-05 158 14.95 10-21-05 324 14.49 10-21-05 31 14.68 10-25-05 7 15.23 10-27-05 137 14.38 10-28-05 453 14.30 11-08-05 58 14.73 Holder Date Shares Average Price Loeb Arbitrage Fund 10-06-05 829 $15.10 10-06-05 229 14.95 10-07-05 4172 14.98 10-13-05 2045 14.94 10-20-05 7 14.95 10-21-05 148 14.68 10-21-05 4172 14.48 10-25-05 83 15.23 10-27-05 1754 14.38 10-28-05 5842 14.30 11-08-05 747 14.72 Holder Date Shares Average Price Loeb Offshore Fund 10-06-05 28 $14.95 10-07-05 504 14.98 10-10-05 2339 14.93 10-12-05 456 14.93 10-13-05 247 14.94 10-21-05 504 14.48 10-21-05 21 14.68 10-25-05 10 15.23 10-27-05 212 14.38 10-28-05 705 14.29 11-08-05 95 14.72 12.05-05 4224 15.77 Holder Date Shares Average Price Loeb Marathon Offshore 11-29-05 2659 $15.61 Fund Ltd. - ------------------- *Including shares of Common Stock purchased and sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 8, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President December 8, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President December 8, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director December 8, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President December 8, 2005 Loeb Marathon Offshore Fund By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----