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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1995
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for 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. EMPLOYER IDENTIFICATION NO.)
incorporation or organization)
Elm and Lee Streets, Conshohocken, Pennsylvania 19428
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 832-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each class which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par 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-affiliates of the Registrant. (The aggregate market value is computed by
reference to the last reported sale on the Nasdaq National Market System on
March 15, 1996): $102,577,374.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date: 8,669,320 shares of
Common Stock, $1.00 Par Value, as of March 15, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1995 are incorporated into Parts I and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 29,
1996 in connection with the Annual Meeting of Shareholders to be held on
May 9, 1996 are incorporated into Part III.
The exhibit index is located on page 12.
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PART I
As used in this Report, the term "Quaker," unless the context otherwise
requires, means Quaker Chemical Corporation, its subsidiaries, and associated
companies.
Item 1. Business.
General Description
Quaker develops, produces, and markets a broad range of formulated
chemical specialty products for various heavy industrial and manufacturing
applications and, in addition, offers and markets chemical management services,
including recycling services. 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; (ix) chemical milling maskants for the aerospace industry; (x)
construction products such as flexible sealants and protective coatings for
various applications; and (xi) programs to provide recycling and chemical
management services.
In 1995, the Company acquired 90% of the outstanding common stock of
Celumi Ltda. (located in Brazil), a supplier of chemical specialty products to
the metalworking industry, and a 60% interest in a joint venture with Wuxi
Quaker Chemical Company Limited to manufacture lubricants for the cold rolling
of steel and other products for the steel industry in China. For additional
information regarding these transactions, see Note 10 of Notes to Consolidated
Financial Statements which appears on p. 27 of the Registrant's 1995 Annual
Report to Shareholders, the incorporated portions of which are included as
Exhibit 13 to this Report.
Substantially all of Quaker's sales worldwide are made directly through
its own sales force. Quaker sales persons 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. Sales 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
1995, certain products were also sold in Canada, Korea, and India by exclusive
licensees under long-term royalty agreements. Generally, separate manufacturing
facilities of a single customer are served by different 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 1995, Quaker's five largest customers (each composed of multiple
subsidiaries or divisions with semi-autonomous purchasing authority) accounted
for approximately 13% of its consolidated net sales with the largest of these
customers accounting for approximately 3% of consolidated net sales.
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 1995, only one raw material accounted for as much as 12% 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.
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.
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Research and Development--Laboratories
Quaker's research and development laboratories 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 subsidiaries and associates also have laboratory
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
laboratories, such problems may be referred to the corporate laboratory staff,
which also defines and supervises corporate research projects.
Approximately 160 persons, of whom 84 have B. S. degrees and 34 have
B.S. and advanced degrees, are employed in Quaker's laboratories.
Number of Employees
On December 31, 1995, Quaker's consolidated companies had 870 full-time
employees of whom 388 were employed by the parent company and its U.S.
subsidiaries and 482 were employed by its non-U.S. subsidiaries. Associated
non-U.S. companies of Quaker (in which it owns 50% or less) employed 146 people
on December 31, 1995.
Product Classification
Incorporated by reference is the information concerning product
classification by markets served appearing under the caption "Supplemental
Financial Information" on page 32 of the Registrant's 1995 Annual Report to
Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
Non-U.S. Activities
Incorporated by reference is the information concerning non-U.S.
activities appearing in Note 9 to Notes to Consolidated Financial Statements on
page 27 of the Registrant's 1995 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 appears on page
15
3
of the aforementioned Annual Report, the incorporated portions of which are
included as Exhibit 13 to this Report.
Item 2. Properties.
Quaker's principal facilities in the United States are located in
Conshohocken, Pennsylvania and Detroit, Michigan. Quaker's non-U.S. subsidiaries
own facilities in Woodchester, England; Uithoorn, The Netherlands; Villeneuve,
France; and Santa Perpetua de Mogoda, Spain and lease small sales facilities in
other locations. All of these facilities are owned mortgage free. Financing for
the Technical Center in Conshohocken, Pennsylvania was arranged through the use
of industrial revenue and development bonds with an outstanding balance at
December 31, 1995 of $5,000,000.
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 6 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 an 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 to operational matters, record-keeping, reporting
requirements, and capital improvements. In 1995, capital expenditures directed
solely or primarily to regulatory compliance amounted to approximately
$1,800,000.
Quaker's executive offices are located in a four-story building
containing a total of approximately 47,000 square feet. A 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.
Quaker's 50% or less owned non-U.S. associates own or lease a plant
and/or sales facilities in various locations.
4
Item 3. 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 is expected to result in monetary sanctions in an amount or in an award
that would have a material adverse effect on the Company's results of operations
or financial condition. For information concerning pending asbestos-related
cases against a non-operating subsidiary and amounts accrued associated with
certain environmental investigatory and noncapital remediation costs, refer to
Note 11 of Notes to Consolidated Financial Statements which appears on page 28
in the Registrant's 1995 Annual Report to Shareholders, the incorporated
portions of which are included as Exhibit 13 to this Report.
Item 4. Submission of Matters to a 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.
Item 4(a). Executive Officers of the Registrant.
Year First
Elected as
an Executive
Name Office (since) Age Officer
---- -------------- --- -------
Peter A. Benoliel Chairman of the Board (1980) 64 1963
Ronald J. Naples President and Chief 50 1995
Executive Officer (1995)
Jose Luiz Bregolato Vice President-South America 50 1993
(1993)
Daniel S. Ma Vice President-Asia/Pacific 55 1995
(1995)
Marcus C. J. Meijer Vice President-Europe (1990) 48 1990
Clifford E. Montgomery Vice President-Human Resources 48 1990
(1990)
All of the Executive Officers with the exception of Messrs. Bregolato,
Ma, and Naples have served as officers of the Registrant for more than the past
five years. 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. Ma was Managing Director, Asia/Pacific Region,
to which he was appointed in
5
1993 and was Business Manager, PPG Industries from 1991 to 1993. Prior to his
election as President and Chief Executive Officer, effective October 2, 1995,
Mr. Naples served as Chairman of the Board and Chief Executive Officer of Hunt
Manufacturing Company until April 6, 1995, a position held for over five years.
Mr. Naples has been a Director of the Registrant since 1988.
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
Item 5. 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 32 of the
Registrant's 1995 Annual Report to Shareholders, the incorporated portions of
which are included as Exhibit 13 to this Report.
Item 6. Selected Financial Data.
Incorporated by reference is the information appearing under the
caption "Eleven-Year Financial Information" on pages 30 and 31 of the
Registrant's 1995 Annual Report to Shareholders, the incorporated portions of
which are included as Exhibit 13 to this Report.
Item 7. 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 14 and 15 of the Registrant's 1995 Annual Report to
Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
Item 8. Financial Statements and Supplementary Data.
Incorporated by reference is the information appearing on pages 13
through 32 of the Registrant's 1995 Annual Report to Shareholders, the
incorporated portions of which are included as Exhibit 13 to this Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
6
PART III
Item 10. 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, 1995 (the "1996 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 reports required to be filed pursuant
to the 1934 Act with respect to transactions in the Company's Common Stock
through December 31, 1995 were filed on a timely basis except for one filing on
Form 4 covering one transaction each for Patricia C. Barron, Lennox K. Black,
and Edwin J. Delattre.
Item 11. 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 Report on Executive
Compensation" contained in the Registrant's 1996 Proxy Statement.
Item 12. Security Ownership of 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 1996 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
No information is required to be provided in response to this Item 13.
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) Exhibits and Financial Statement Schedules
7
1. Financial Statements
The following is a list of the Financial Statements and
related documents which have been incorporated by reference from
the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1995, as set forth in Item 8:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules
All 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 Item 601 of Regulation
S-K)
3(a)--Articles of Incorporation.
Incorporated by reference to Exhibit 3(a) to Form 10-Q
as filed by the Registrant for the quarter ended March
31, 1987.
3(b)--By-Laws.
Incorporated by reference to Exhibit 3(b) to Form 10-Q
as filed by the Registrant for the quarter ended June
30, 1993.
4 --Shareholder Rights Plan. Incorporated by reference to
Form 8-K as filed by the Registrant on February 20,
1990.
8
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 Agreement by and between Registrant and
Peter A. Benoliel. Incorporated by reference to
Exhibit 10(b) as filed by Registrant with Form 10-K
for the year 1989.*
10(f)--Employment Agreement 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(h)--Documents constituting employment contract by and
between Quaker Chemical Europe B.V. and M. C. J.
Meijer. Incorporated by reference to Exhibit 10(h) as
filed by Registrant with Form 10-K for the year 1993.*
10(i)--Employment Agreement by and between the Registrant and
Ronald J. Naples. Incorporated by reference to Exhibit
10(i) as filed by Registrant with Form 10-Q for the
quarter ended September 30, 1995.*
10(j)--Amendment to the Stock Option Agreement by and
between the Registrant and Ronald J. Naples.
Incorporated by reference to Exhibit 10(i) as filed
by Registrant with Form 10-Q for the quarter ended
September 30, 1995.*
10(k)--Employment Agreement by and between Registrant and
Jose Luiz Bregolato.*
10(l)--Employment Agreement by and between Registrant and
Daniel S. Ma.*
13 --Portions of the 1995 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 arrangement
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.
9
(c) The exhibits required by Item 601 of Regulation S-K filed as part
of this Report or incorporated herein by reference are listed in
subparagraph (a)(3) of this Item 14.
(d) The financial statement schedules are omitted because they are
not applicable or the required information is shown in the
financial statements or notes thereto.
10
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.
QUAKER CHEMICAL CORPORATION
---------------------------------------------
Registrant
Date: March 29, 1996 By: RONALD J. NAPLES
----------------------------------------
Ronald J. Naples
President and Chief Executive Officer
Pursuant 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.
Signatures Capacity Date
---------- -------- ----
RONALD J. NAPLES
- ------------------------------------------ Principal Executive Officer and March 29, 1996
Ronald J. Naples Director
President and Chief Executive Officer
RICHARD J. FAGAN
- ------------------------------------------ Principal Accounting Officer March 29, 1996
Richard J. Fagan
Corporate Controller and Acting Treasurer
PETER A. BENOLIEL
- ------------------------------------------ Director March 29, 1996
Peter A. Benoliel, Chairman of the Board
JOSEPH B. ANDERSON, JR.
- ------------------------------------------ Director March 29, 1996
Joseph B. Anderson, Jr.
PATRICIA C. BARRON
- ------------------------------------------ Director March 29, 1996
Patricia C. Barron
WILLIAM L. BATCHELOR
- ------------------------------------------ Director March 29, 1996
William L. Batchelor
LENNOX K. BLACK
- ------------------------------------------ Director March 29, 1996
Lennox K. Black
EDWIN J. DELATTRE
- ------------------------------------------ Director March 29, 1996
Edwin J. Delattre
FRANCIS J. DUNLEAVY
- ------------------------------------------ Director March 29, 1996
Francis J. Dunleavy
ROBERT P. HAUPTFUHRER
- ------------------------------------------ Director March 29, 1996
Robert P. Hauptfuhrer
FREDERICK HELDRING
- ------------------------------------------ Director March 29, 1996
Frederick Heldring
ALEX SATINSKY
- ------------------------------------------ Director March 29, 1996
Alex Satinsky
11
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10(k) Employment Agreement by and between Registrant and Jose
Luiz Bregolato
10(l) Employment Agreement by and between Registrant and Daniel
S. Ma
13 Portions of the 1995 Annual Report to Shareholders
Incorporated by Reference
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
12