FORM 10-K===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.D.C. 20549
/ X /FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
/ /1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For thefor transition period from to
------------ ------------
Commission file number 0-7154
------
QUAKER CHEMICAL CORPORATION
----------------------------------------------------------
(Exact name of Registrant as specified in its charter)
A Pennsylvania Corporation No. 23-0993790
------------------------------- --------------------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. EmployerEMPLOYER IDENTIFICATION NO.)
incorporation or organization) Identification No.)
Elm and Lee Streets, Conshohocken, Pennsylvania 19428
---------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-832-4000
------------(610) 832-4000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTEREDName of each Exchange on
Title of each class which registered
------------------- ------------------------
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK,Common Stock, $1.00 PAR VALUEpar value
-----------------------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes / X / No / /.
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]___
State the aggregate market value of the voting stock held by non-affiliatesnon-
affiliates of the Registrant. (The aggregate market value is computed by
reference to the last reported sale price on the Nasdaq National Market System on
March 18, 1994)17, 1995): $166,425,298.$131,270,024.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date: 9,255,5068,801,739 shares of
Common Stock, $1.00 Par Value, as of March 18, 1994.17, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the
year ended December 31, 19931994 are incorporated into Parts I and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March
31, 1994,1995 in connection with the Annual Meeting of Shareholders to be
held on May 4, 1994,1995 are incorporated into Part III.
The exhibit index is located on page 18.12.
===========================================================================
1
PART I
As used in this Report, the term "Quaker," unless the context
otherwise requires, means Quaker Chemical Corporation, its subsidiaries,
and associated companies.
ITEMItem 1. BUSINESS.
--------Business.
General Description
- -------------------
Quaker develops, produces, and markets a broad range of formulated
chemical specialty products and services for various heavy industrial,
institutional, and manufacturing applications. Quaker's principal products
and services include: (i) rolling lubricants (used by manufacturers of
steel in the hot and cold rolling of steel); (ii) corrosion preventives
(used by steel and metalworking customers to protect metal during
manufacture, storage, and shipment); (iii) metal finishing compounds (used
to prepare metal surfaces for special treatments such as galvanizing and
tin plating and to prepare metal for further processing); (iv) machining
and grinding compounds (used by metalworking customers in cutting, shaping,
and grinding metal parts which require special treatment to enable them to
tolerate the manufacturing process); (v) forming compounds (used to
facilitate the drawing and extrusion of metal products); (vi) paper
production products (used as defoamers, release agents, softeners,
debonders, and dispersants); (vii) hydraulic fluids (used by steel,
metalworking, and other customers to operate hydraulically activated
equipment); (viii) products for the removal of hydrogen sulfide in various
industrial applications. During 1993, Quaker developedapplications; and (ix) programs to provide recycling and
chemical management services.
In 1994, Quaker entered into an agreement for the creation of a
joint venture which is expected to enhance the Total Fluid Management (TFM)
service capabilities of Quaker. An initial cash investment of
approximately $3,000,000 has been made with additional investments expected
based on the growth of the venture.
Other specialty products and services are produced and marketed by
Quaker's domestic subsidiaries. AC Products, Inc., a United States subsidiary, is a producer of
products primarily for the aerospace industry. Businesses previously
conducted by Quaker Construction Products, Inc., QSC Products, Ltd., and Multi-ChemicalMulti-
Chemical Products, Inc.
manufacture and/or sell sealants, and coatings for aerospace, construction, and
industrial use. Selby, Battersby & Co. manufactureswere sold in 1994.
Collectively, these businesses made and/or sold sealants, coatings, and sells trowel-applied
flooring systems which derive their specialty characteristics fromfor construction, industrial use, and/or maritime use.
In 1995, the different resins used andCompany entered into agreements to (i) acquire 90% of
the methods of their application.
During the third quarter 1992, as partcommon stock of a planchemical specialty business in Brazil, and (ii)
create a manufacturing joint venture in the People's Republic of China.
If consummated, these acquisitions will require cash investments in 1995
of approximately $5.4 million. Additionally, the acquisition in Brazil
will require additional outlays in 1996 and 1997 totalling up to
exit fromapproximately $2.6 million.
For additional information regarding the petroleum production chemicals market, Quaker entered into an agreementaforementioned acquisitions
and divestitures, see Note 10 of Notes to sell certainConsolidated Financial Statements
which appears on page 24 of its petroleum production chemical operations assets, the principal componentRegistrant's 1994 Annual Report to
Shareholders, the incorporated portions of which is technology used in the removal of hydrogen
sulfide and organic sulfides from liquid and gaseous streams, embodied in the
SULFA-SCRUB(R) product series. This transaction was consummated in 1993.
Quaker acquired in May 1993 a French producer of metalworking fluids at a
price of approximately French Francs 53,000,000 (approximately US
$10,700,000),are included as Exhibit 13
to reinforce Quaker's existing metalworking operations in
Europe.this Report.
2
Substantially all of Quaker's sales worldwide are made directly
through its own sales forces. Quaker salesmen and saleswomen visit the
plants of customers regularly, and through training and experience, identify
production needs which can be resolved or alleviated either by adapting
Quaker's existing products or by applying new formulations developed in
Quaker's laboratories. SalesmenSales personnel may call upon Quaker's regional
managers, product managers, and members of its laboratory staff for
assistance in obtaining and setting up product tests and evaluating the
results of such tests. In 1993,1994, certain products were also sold in Canada,
Korea, India, and ArgentinaIndia by exclusive licensees under long-term royalty agreements.
Generally, separate manufacturing facilities of a single customer are
served by different salesmen.sales personnel.
Competition
- -----------
The chemical specialty industry is composed of a number of companies
of similar size as well as companies larger and smaller than Quaker. Quaker
cannot readily determine its precise position in the industry. Many
competitors are in fewer and more specialized product classifications or
provide different levels of technical services in terms of specific
formulations for individual customers. Competition in the industry is based
primarily on the ability to provide products which meet the needs of the
customer and render technical services and laboratory assistance to
customers and, to a lesser extent, on price.
Major Customers
- ---------------
During 1993,1994, Quaker's five largest customers (each composed of
multiple subsidiaries or divisions with semi-autonomous purchasing
authority) accounted for approximately 16%15% of its consolidated net sales
with the largest of these customers accounting for approximately 4% of
consolidated net sales. No one subsidiary or division of these five
customers accounted for more than 3% of consolidated net sales. During the
same period, approximately 46% of consolidated net sales were made to
customers engaged in the manufacture of
cold-rolled steel.steel industry.
Raw Materials
- -------------
Quaker uses over 500 raw materials, including mineral oils, fats and
fat derivatives, ethylene derivatives, solvents, surface active agents,
chlorinated paraffinic compounds, and a wide variety of organic and
inorganic compounds. In 1993,1994, only one raw material accounted for as much
as 11%10% of the total cost of Quaker's raw material purchases. Quaker has
multiple sources of supply for most materials, and Management believes that
the failure of any single supplier would not have a material adverse effect
upon its business.
3
Patents and Trademarks
- ----------------------
Quaker has a limited number of patents and patent applications,
including patents issued, applied for, or acquired in the United States and
in various foreign countries, some of which may prove to be material to its
business. Principal reliance is placed upon Quaker's proprietary formulae
and the application of its skills and experience to meet customer needs.
Quaker's products are identified by trademarks which are registered
throughout its marketing area. Quaker makes little use of advertising but
relies heavily upon its reputation in the markets which it serves.
Research and Development -- Laboratories
- ----------------------------------------Development--Laboratories
Quaker's research and development laboratories support its sales
organization. Accordingly, the activities of Quaker's laboratory staff are directed primarily
toward applied research and development since the nature of Quaker's
business requires continuing modification and improvement of formulations
to provide chemical specialties to satisfy customer requirements.
Quaker maintains quality control laboratory facilities in each of its
manufacturing locations. In addition, Quaker maintains in Conshohocken,
Pennsylvania, laboratory facilities which are devoted primarily to applied
research and development.
Most of Quaker's affiliatessubsidiaries and associates also have research and developmentlaboratory
facilities. Although not as complete as the Conshohocken laboratories,
these facilities are generally sufficient for the requirements of the
customers being served. If problems are encountered which cannot be
resolved by local research and
development facilities,laboratories, such problems aremay be referred to the
Conshohockencorporate laboratory staff.staff, which also defines and supervises corporate
research projects.
Approximately 195181 persons, of whom 98105 have B.S.B. S. degrees and 4428 have
B.S. and advanced degrees, are employed in Quaker's laboratories.
Number of Employees
- -------------------
On December 31, 1993,1994, Quaker had 1,006955 full-time employees, of whom 369334
were employed by the parent company, 548529 were employed by its internationalnon-U.S.
subsidiaries and associates, and 8992 were employed by all domesticU.S.
subsidiaries.
Product Classification
- ----------------------
Incorporated by reference is the information concerning product
classification by markets served appearing under the caption "Supplemental
Financial Information" on page 2726 of the Registrant's 4
19931994 Annual Report to
Shareholders, the incorporated portions of which are included as Exhibit 13
to this Report.
International4
Non-U.S. Activities
- ------------------------
Incorporated by reference is the information concerning internationalnon-U.S.
activities appearing in Note 9 to Notes to Consolidated Financial
Statements on page 23 of the Registrant's 1994 Annual Report to Shareholders
and under the caption "General" of the Operations section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations which appear on pages 3028 and 31,29, respectively, of the Registrant's 1993 Annualaforementioned
Report, to Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
ITEMItem 2. PROPERTIES.
----------Properties.
Quaker's principal facilities in the United States are located in
Conshohocken, Pennsylvania and Detroit, Michigan. Quaker also owns a
non-operating facility in Pomona, California. Quaker's internationalnon-U.S.
subsidiaries own facilities in Woodchester, England; Uithoorn, The
Netherlands; Verona, Italy; Villeneuve, France; and Santa Perpetua de Mogoda, Spain; and Seven Hills, N.S.W., Australia. Quaker Construction Products, Inc.
has a manufacturing facility in Sapulpa, Oklahoma that also serves QSC
Products, Ltd. and Selby, Battersby & Co.Spain. All
of these facilities are owned mortgage free. Financing for the Corporate
Technical Center in Conshohocken, Pennsylvania was arranged through the use
of industrial revenue and development bonds with an outstanding balance at
December 31, 19931994 of $5,000,000. A non-operating facility in Pomona,
California and operating facilities in Verona, Italy and Sapulpa,
Oklahoma were sold in 1994.
Quaker's aforementioned facilities consist of various manufacturing,
administrative, warehouse, and laboratory buildings. Substantially all of
the buildings are of fire-resistant construction and are equipped with
sprinkler systems. All facilities are primarily of masonry and/or steel
construction and are adequate and suitable for Quaker's present operations.
The Company has a program to identify needed capital improvements which
will be implemented as Management considers necessary or desirable. Most
locations have various numbers of raw material storage tanks ranging from
six6 to 63 having a capacity from 500 to 80,000 gallons each and processing
or manufacturing vessels ranging in capacity from 50 to 12,000 gallons
each.
In order to facilitate compliance with applicable federal, state, and
local statutes and regulations relating to occupational health and safety
and protection of the environment, the Company has implemented aan ongoing program of
site assessment, currently directed primarily to facilities in the United
States for the purpose of identifying capital expenditures or other actions
that may be necessary to comply with such requirements. The program
includes periodic inspections of each facility in the United States by
Quaker and/or independent environmental experts, as well as ongoing
inspections by on-site personnel. Such inspections are addressed 5
to
operational matters, record keeping,recordkeeping, reporting requirements, and capital
improvements. In 1993,1994, capital expenditures directed solely or primarily
to regulatory compliance amounted to approximately $1,000,000.$700,000.
5
Quaker's executive offices are located in a four-story building
containing a total of approximately 47,000 square feet. A corporate
technical center containing approximately 28,700 square feet houses the
laboratory facility. Both of these facilities are adjacent to Quaker's
manufacturing facility in Conshohocken.
Multi-Chemical Products, Inc. has a ten-year lease on its facility in
Fontana, California which expires in 2001. AC Products, Inc. has a ten-year
lease on its facility in Placentia, California that expires in 1997.
Quaker's Mexican associate (40% owned) owns a plant in Monterrey,
Mexico.
ITEMItem 3. LEGAL PROCEEDINGS.
-----------------Legal Proceedings.
The Company is a party to proceedings, cases, and requests for
information from, and negotiations with, various claimants and federal and
state agencies relating to various matters including environmental matters,
none of which areis expected to result in monetary sanctions in anyan amount or
in awardsan award that would have a material adverse effect on the Company's
financial condition. Reference is madeFor information concerning pending asbestos-related
cases against a subsidiary and amounts accrued associated with certain
environmental investigatory and noncapital remediation costs, refer to
Note 11 to Notes to Consolidated Financial Statements which appears on
page 2624 in the Registrant's 19931994 Annual Report to Shareholders, the
incorporated portions of which are included as Exhibit 13 to this report, for information concerning pending asbestos-related cases againstReport.
Item 4. Submission of Matters to a subsidiary.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------Vote of Security Holders.
No matters were submitted to a vote of security holders during the
last quarter of the period covered by this Report.
6
ITEM 4(A)Item 4(a). EXECUTIVE OFFICERS OF THE REGISTRANT.
------------------------------------
YEAR FIRST
ELECTED AS
AN EXECUTIVE
NAME OFFICE (SINCE) AGE OFFICER
---- -------------- --- ------------Executive Officers of the Registrant.
Year First
Elected as
an Executive
Name Office (since) Age Officer
---------------------------------------------------------------------------
Peter A. Benoliel Chairman of the Board (1980) 6263 1963
S. W. W. Lubsen President (1988) and Chief 5051 1988
Executive Officer (1993)
Jose Luiz Bregolato Vice President-South America 49 1993
(1993)
John E. Burrows, Jr. Vice President-North America 4748 1990
(1992)
Jose Luiz BregolatoDaniel S. Ma Vice President-South America 48 1993
(1993)
Ira R. Dolich Vice President-Quality and 58 1981
Training (1990)
(Retired December 31, 1993)
William G. Hamilton Corporate Treasurer (1985) 57 1985
(Retired December 31, 1993)President-Asia/Pacific 54 1995
(1995)
Marcus C. J. Meijer Vice President-Europe (1990) 4647 1990
Clifford E. Montgomery Vice President-Human Resources 4647 1990
(1990)
Karl H. Spaeth Vice President (1981) and 6566 1972
Corporate Secretary (1972)
Joseph F. Spanier Vice President (1990), 47 1985
Corporate Controller (1985),
and Corporate Treasurer (1994)6
All of the Executive Officers with the exception of Mr.Messrs. Bregolato,
Mr.Burrows, Ma, Meijer, Mr. Burrows, and Mr. Montgomery have served as an officerofficers
of the Registrant for more than the past five years. Prior to being elected
Chief Executive Officer of the Registrant, Mr. Lubsen served as Managing Director of
Quaker Chemical B.V., a position to which he was appointed in 1984, and
President
and Chief Operating Officer, a position to which he was elected in 1988.
Prior to his election as an officer of the Registrant, Mr. Bregolato served
as Financial Consultant and Administrative Director of Fabrica Carioca de
Catalisadores, S.A. to which he was appointed in 1985. Prior to his
election as an officer of the Registrant, Mr. Meijer served as Managing
Director of Quaker Chemical B.V. to which he was appointed in 1988. Prior to
that, he
served as President of a Brazilian subsidiary and subsequently as Commercial
Director, Chemical
7
Division of the Akzo N.V. group. Prior to his election as an officer of the Registrant, Mr. Burrows served as
Division Manager, Marine Colloids Division of FMC Corporation, a position
to which he was appointed in 1986. Prior to being elected Vice President-HumanPresident-
Human Resources, Mr. Montgomery served as Manager of Human Resources,
General Electric's Worldwide Marketing and Product Management Organization, and, priorOrganization.
Mr. Ma was appointed Managing Director, Asia/Pacific Region, in 1993.
Prior to that he served as Director,
Human Resources, GE Plastics Europe. Mr. SpanierBusiness Manager, PPG Industries, Inc., a
position to which he was elected Treasurer
effective January 1, 1994 on the retirement of Mr. Hamilton.appointed in 1991. Prior to that, he served in
various capacities with Ciba-Geigy Corporation, its subsidiaries and
affiliated companies.
There is no family relationship between any of the Registrant's
Executive Officers. Each Officer is elected for a term of one year.
PART II
ITEMItem 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
-----------------------------------------Market for Registrant's Common Equity and
Related Stockholder Matters.
Incorporated by reference is the information appearing under the
caption "Stock Market and Related Security Holder Matters" on page 2826 of
the Registrant's 19931994 Annual Report to Shareholders, the incorporated
portions of which are included as Exhibit 13 to this Report.
ITEM7
Item 6. SELECTED FINANCIAL DATA.
-----------------------Selected Financial Data.
Incorporated by reference is the information appearing under the
caption "Selected Financial Information" on page 2927 of the Registrant's
19931994 Annual Report to Shareholders, the incorporated portions of which are
included as Exhibit 13 to this Report.
ITEMItem 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
-------------------------------------------------Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Incorporated by reference is the information appearing under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 3028 and 3129 of the Registrant's 19931994 Annual
Report to Shareholders, the incorporated portions of which are included as
Exhibit 13 to this Report.
ITEMItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------------------------------------------Financial Statements and Supplementary Data.
Incorporated by reference is the information appearing on pages 14
through 2726 of the Registrant's 19931994 Annual Report to Shareholders, the
incorporated portions of which are included as Exhibit 13 to this Report.
8
ITEMItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
---------------------------------------------Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.
None.
PART III
ITEMItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------------------------------------------------Directors and Executive Officers of the Registrant.
Incorporated by reference is the information beginning immediately
following the caption "Election of Directors" to, but not including, the
caption "Executive Compensation" contained in the Registrant's definitive
Proxy Statement to be filed no later than 120 days after the close of its
fiscal year ended December 31, 19931994 (the "1995 Proxy Statement") and the
information appearing in Item 4(a) on page 5 of this Report. Based solely on
the Company's review of certain reports filed with the Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934
(the "1934 Act"), as amended, and written representations of the Company's
officers and directors, the Company believes that all of
such reports required to
be filed pursuant to the 1934 Act with respect to transactions in the
Company's Common Stock through December 31, 1994 were filed on a timely
basis, except for one filing on Form 4 covering one transaction each for
Mr. Benoliel and for Mr. Delattre.
ITEMBlack.
8
Item 11. EXECUTIVE COMPENSATION.
----------------------Executive Compensation.
Incorporated by reference is the information beginning immediately
following the caption "Executive Compensation" to, but not including, the
caption "Compensation/Management Development Committee and Long-Term
Performance Incentive Plan Committee Report on Executive
Compensation" contained in the Registrant's definitive1995 Proxy Statement to be filed no later
than 120 days after the closeStatement.
Item 12. Security Ownership of its fiscal year ended December 31, 1993.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
-----------------------------------------------Certain Beneficial Owners
and Management.
Incorporated by reference is the information beginning immediately
following the caption "Security Ownership of Certain Beneficial Owners and
Management" to, but not including, the caption "Election of Directors"
contained in the Registrant's definitive1995 Proxy Statement to be filed no later
than 120 days after the close of its fiscal year ended December 31, 1993.
ITEMStatement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------Certain Relationships and Related Transactions.
No information is required to be provided in response to this Item 13.
PART IV
ITEMItem 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORMExhibits, Financial Statement Schedules,
and Reports on Form 8-K.
--------------------------------------------
(a) Exhibits and Financial Statement Schedules
9
1. FINANCIAL STATEMENTSFinancial Statements
The following is a list of the Financial State-
mentsStatements which
have been incorporated by reference from the Registrant's
Annual Report to Shareholders for the fiscal year ended
December 31, 1993,1994, as set forth in Item 8:
Consolidated Statement of Operations
Consolidated Statement of Cash Flows
Consolidated Balance Sheet
Notes to Consolidated Financial Statements
Report of Independent Accountants
9
2. FINANCIAL STATEMENT SCHEDULES
The following is a list of the Financial State-
ment Schedules filed herewith, all of which should be
read in conjunction with the financial statements
listed in Item 14(a) 1, above:
Report of Independent Accountants on Financial Statement Schedules
Schedule V-Property, plant, and equipment
Schedule VI-Accumulated depreciation of proper-
ty, plant, and equipment
Schedule VIII-Valuation and qualifying accounts
Schedule IX-Short-term borrowings
All other schedules are omitted because they are not applicable
or the required information is shown in the financial
statements or notes thereto.
Financial statements of 50% or less owned companies have
been omitted because none of the companies meets the criteria
requiring inclusion of such statements.
3. EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEMExhibits (numbered in accordance with Item 601 OF
REGULATIONof
Regulation S-K)
10
3(a)--Articles of Incorporation.
Incorporated by reference to Exhibit 3(a) to Form 10-Q
as filed by the Regis-
trantRegistrant for the Quarter ended
March 31, 1987.
3(b)--By-Laws. --By Laws.
Incorporated by reference to Exhibit 3(b) to Form 10-Q
as filed by the Registrant for the Quarter ended
March 31, 1987.
3(c)--Amendment to Section 3.13 of the By-Laws
dated May 2, 1990 and Amendment to Sec-
tion 8.1 of the By-Laws dated July 11,
1990. Incorporated by reference to Exhib-
it 3(c) as filed by Registrant with Form
10-K for the year 1990.June 30, 1993.
4 --Shareholder Rights Plan. Incorporated by reference to
Form 8-K as filed by the Registrant on February 20, 1990.
10(a)--Long-Term Performance Incentive Plan as approved May 5,
1993. Incorporated by reference to Exhibit 10(a) as
filed by the Registrant with Form 10-K for the year
1993.
10(b)--Employment agreementAgreement by and between the Registrant and Peter
A. Benoliel, as
amended July 1, 1989.Benoliel. Incorporated by reference to Exhibit 10(b)
as filed by Registrant with Form 10-K for the year
1989.*
10(c)--Employment agreementAgreement by and between the Registrant and
S. W. W. Lubsen. Incor-
poratedIncorporated by reference to Exhibit
10(c) as filed by Registrant with Form 10-K for the year
1989.*
10(d)--Restricted Stock and Cash Bonus Plan and Agreement by
and between the Registrant and S. W. W. Lubsen.
Incorporated by reference to Exhibit 10(d) as filed by
Registrant with Form 10-K for the year 1989.*
10(e)--Employment agreementAgreement by and between Reg-
istrantRegistrant and John
E. Burrows, Jr. Incor-
poratedIncorporated by reference to Exhibit
10(h) as filed by Registrant with Form 10-K for the year
1990.*
10
10(f)--Employment agreementAgreement by and between Registrant and
Clifford E. Montgomery. Incorporated by reference to
Exhibit 10(i) as filed by Registrant with Form 10-K
for the year 1990.*
10(g)--Employment agreement by and between
Registrant and Joseph F. Spanier. Incor-
porated by reference to Exhibit 10(g) as
filed by Registrant with Form 10-K for
the year 1992.*
11
10(h)--Documents constituting employment contract by and
between Quaker Chemical Europe B.V. and M. C. J. Meijer.*
10(i)--Documents constituting retirement agreement
Incorporated by and betweenreference to Exhibit 10(b) as filed by
Registrant and Ira R.
Dolich.with Form 10-K for the year 1993.*
13 --Portions of the 19931994 Annual Report to Shareholders
incorporated by reference.
21 --Subsidiaries and Affiliates of the Registrant.
23 --Consent of Independent Accountants.
27 --Financial Data Schedule.
* A management contract or compensatory plan or arrange-
mentarrangement required to be
filed as an exhibit to this report.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this Report.
(c) The exhibits required by Item 601 of Regulation S-K filed as part
of this Report or incorporated herein by refer-
encereference are listed in
subparagraph (a)(3) of this Item 14.
(d) The financial statement schedules filed as partare omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report are listed in subparagraph (a)(2) of this Item 14.
12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.to be
signed on its behalf by the undersigned thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
------------------------------------------------------------
Registrant
Date: March 30, 19941995 By: S.SIGISMUNDUS W. W. LUBSEN
--------------------------------
S.-------------------------------------
Sigismundus W. W. Lubsen
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OFPursuant to the requirements of the Securities Exchange Act of 1934,
THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE CAPACITY DATE
--------- -------- ----this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Capacity Date
SIGISMUNDUS W. W. LUBSEN
-------------------------
Sigismundus W. W. Lubsen Principal Executive Officer March 30, 1995
President and Chief and Director
Executive Officer
RICHARD J. FAGAN
-------------------------
Richard J. Fagan Principal Accounting Officer March 30, 1995
Corporate Controller and
Acting Treasurer
PETER A. BENOLIEL
- -------------------------------------------------------
Peter A. Benoliel, Director March 30, 1994
Peter A. Benoliel,1995
Chairman of the Board
JOSEPH F. SPANIER
- ------------------------------ Principal Financial March 30, 1994
Joseph F. Spanier, Vice and Accounting Officer
President, Corporate
Controller, and Corporate
Treasurer
SIGISMUNDUS W. W. LUBSEN
- ------------------------------ Principal Executive March 30, 1994
Sigismundus W. W. Lubsen Officer and Director
President and Chief Executive
Officer
- ------------------------------ DirectorB. ANDERSON, JR.
------------------------
Joseph B. Anderson, Jr. Director March 30, 1995
PATRICIA C. BARRON
- ------------------------------------------------------
Patricia C. Barron Director March 30, 1994
Patricia C. Barron1995
WILLIAM L. BATCHELOR
- ------------------------------------------------------
William L. Batchelor Director March 30, 1994
William L. Batchelor
- ------------------------------ Director1995
LENNOX K. BLACK
------------------------
Lennox K. Black Director March 30, 1995
EDWIN J. DELATTRE
- ------------------------------------------------------
Edwin J. Delattre Director March 30, 1994
Edwin J. Delattre1995
FRANCIS J. DUNLEAVY
- ------------------------------------------------------
Francis J. Dunleavy Director March 30, 1994
Francis J. Dunleavy1995
ROBERT P. HAUPTFUHRER
- ------------------------------------------------------
Robert P. Hauptfuhrer Director March 30, 1994
Robert P. Hauptfuhrer1995
FREDERICK HELDRING
- ------------------------------------------------------
Frederick Heldring Director March 30, 1994
Frederick Heldring1995
RONALD J. NAPLES
- ------------------------------------------------------
Ronald J. Naples Director March 30, 1994
Ronald J. Naples1995
ALEX SATINSKY
- ------------------------------------------------------
Alex Satinsky Director March 30, 1994
Alex Satinsky
- ------------------------------ Director1995
D. ROBERT YARNALL, JR.
------------------------
D. Robert Yarnall, Jr. 13Director March 30, 1995
12
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Board of Directors
Quaker Chemical Corporation
Our audits of the consolidated financial statements referred to in our
report dated February 18, 1994 appearing on page 26 of the 1993 Annual Report
to Shareholders of Quaker Chemical Corporation (which report and financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an examination of the Financial Statement Schedules listed in
Item 14(a) of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 18, 1994
14
QUAKER CHEMICAL CORPORATION
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
BALANCE AT ADDITIONS RETIREMENTS OTHER BALANCE AT
BEGINNING AT OR CHANGES, ADD END OF
CLASSIFICATION OF PERIOD COST SALES (DEDUCT)(1) PERIOD
- --------------- ---------- --------- ----------- ------------ ----------
YEAR ENDED DECEMBER 31, 1993
Land........... $ 6,042,000 $ 144,000 $ (61,000) $ 315,000 $ 6,440,000
Buildings and
improvements. 32,873,000 2,234,000 (1,261,000) 1,744,000 35,590,000
Machinery and
equipment.... 57,306,000 6,174,000 (1,295,000) 881,000 63,066,000
Construction
in progress.. 1,477,000 408,000 95,000 1,980,000
----------- ----------- ----------- ----------- ------------
$97,698,000 $ 8,960,000 $(2,617,000) $ 3,035,000 $107,076,000
=========== =========== =========== =========== ============
YEAR ENDED DECEMBER 31, 1992
Land........... $ 3,169,000 $ 488,000 $ 2,385,000 $ 6,042,000
Buildings and
improvements. 31,284,000 355,000 $ (6,000) 1,240,000 32,873,000
Machinery and
equipment.... 52,474,000 6,257,000 (3,506,000) 2,081,000 57,306,000
Construction
in progress.. 2,077,000 126,000 (726,000) 1,477,000
----------- ----------- ----------- ----------- ------------
$89,004,000 $ 7,226,000 $(3,512,000) $ 4,980,000 $ 97,698,000
=========== =========== =========== =========== ============
YEAR ENDED DECEMBER 31, 1991
Land........... $ 3,152,000 $ (43,000) $ 60,000 $ 3,169,000
Buildings and
improvements. 29,414,000 $ 332,000 (659,000) 2,197,000 31,284,000
Machinery and
equipment.... 48,385,000 2,567,000 (2,048,000) 3,570,000 52,474,000
Construction
in progress.. 2,746,000 5,521,000 (6,190,000) 2,077,000
----------- ----------- ----------- ----------- ------------
$83,697,000 $ 8,420,000 $(2,750,000) $ (363,000) $ 89,004,000
=========== =========== =========== =========== ============
- ---------------
(1) Represents primarily companies acquired and fluctuations resulting
from the translation of foreign currencies in 1993 and 1992, and
fluctuations resulting from the translation of foreign currencies in 1991.
15
QUAKER CHEMICAL CORPORATION
SCHEDULE VI -- ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
BALANCE AT ADDITIONS RETIREMENTS OTHER BALANCE AT
BEGINNING AT OR CHANGES, ADD END OF
CLASSIFICATION OF PERIOD COST SALES (DEDUCT)(1) PERIOD
- --------------- ---------- --------- ----------- ------------ ----------
YEAR ENDED DECEMBER 31, 1993
Buildings and
improvements. $12,144,000 $ 1,203,000 $ (560,000) $ (296,000) $ 12,491,000
Machinery and
equipment.... 33,375,000 5,342,000 (578,000) (105,000) 38,034,000
----------- ----------- ----------- ----------- ------------
$45,519,000 $ 6,545,000 $(1,138,000) $ (401,000) $ 50,525,000
=========== =========== =========== =========== ============
YEAR ENDED DECEMBER 31, 1992
Buildings and
improvements. $11,105,000 $ 1,183,000 $ (6,000) $ (138,000) $ 12,144,000
Machinery and
equipment.... 29,238,000 5,244,000 (1,864,000) 757,000 33,375,000
----------- ----------- ----------- ----------- ------------
$40,343,000 $ 6,427,000 $(1,870,000) $ 619,000 $ 45,519,000
=========== =========== =========== =========== ============
YEAR ENDED DECEMBER 31, 1991
Buildings and
improvements. $10,552,000 $ 1,012,000 $ (446,000) $ (13,000) $ 11,105,000
Machinery and
equipment.... 26,829,000 4,176,000 (1,675,000) (92,000) 29,238,000
----------- ----------- ----------- ----------- ------------
$37,381,000 $ 5,188,000 $(2,121,000) $ (105,000) $ 40,343,000
=========== =========== =========== =========== ============
- ---------------
(1) Represents primarily companies acquired and fluctuations resulting
from the translation of foreign currencies in 1993 and 1992, and
fluctuations resulting from the translation of foreign currencies in 1991.
16
QUAKER CHEMICAL CORPORATION AND SUBSIDIARIES
--------------------------------------------
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-------------------------------
ADDITIONS
----------------------
CHARGED OR
BALANCE AT CHARGED TO (CREDITED) BALANCE AT
FOR THE YEAR BEGINNING TO TO OTHER END OF
ENDED OF PERIOD INCOME ACCOUNTS DEDUCTIONS PERIOD
- ------------ ---------- ---------- ---------- ---------- ----------
1993 $ 834,000 $693,000 ($68,000)(1) $215,000 $1,244,000
1992 837,000 772,000 84,000 (2) 859,000 834,000
1991 1,101,000 358,000 (20,000)(1) 602,000 837,000
- ------------
(1) Represents primarily fluctuations resulting from the translation of
foreign currencies.
(2) Represents primarily additions due to companies acquired and fluctuations
resulting from the translation of foreign currencies.
QUAKER CHEMICAL CORPORATION AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS(1)
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
WEIGHTED
MAXIMUM AVERAGE AVERAGE
CATEGORY OF BALANCE WEIGHTED AMOUNT OUT- AMOUNT OUT- INTEREST
AGGREGAGE AT AVERAGE STANDING STANDING RATE
SHORT-TERM END OF INTEREST DURING THE DURING THE DURING THE
BORROWINGS PERIOD RATE PERIOD(2) PERIOD(2) PERIOD(3)
- ---------- ------- -------- ----------- ----------- ----------
1993
Bank loans:
Parent and
subsidiary
companies.. $ 1,168,000 10.0% $ 3,168,000 $ 619,000 6.1%
1992
Bank loans:
Parent and
subsidiary
companies.. 971,000 6.6% 21,264,000 10,042,000 6.0%
1991
Bank loans:
Parent and
subsidiary
companies.. 14,500,000 7.0% 22,398,000 17,607,000 7.8%
- ----------
(1) Short-term borrowings are principally short-term notes payable to
banks and, in the case of certain subsidiary companies, various revolving
lines of credit available to the subsidiary. Generally they may be
renewed or extended beyond the maturity period as specified in the
agreement.
(2) Based on amounts outstanding at the end of each monthly accounting
period.
(3) The weighted average interest rate was calculated by dividing the
interest expense for the period by the average amount outstanding during
the period.
17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10(a) Long-Term Performance Incentive Plan
10(h) Documents constituting employment contract
by and between Quaker Chemical Europe B.V.
and M. C. J. Meijer.
10(i) Documents constituting retirement agreement
by and between Registrant and Ira R.
Dolich.
13 Portions of the 1993 Annual Report to Shareholders
Incorporated by Reference
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
18