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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, 1996
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 0-17154
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
------------------- ------------------------
Common Stock, $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 New York Stock Exchange on March
14, 1997): $131,288,722.50.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date: 8,624,581 shares
of Common Stock, $1.00 Par Value, as of March 14, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1996 are incorporated into Parts I and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 27,
1997 in connection with the Annual Meeting of Shareholders to be held on
May 7, 1997 are incorporated into Part III.
The exhibit index is located on page 13.
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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 and by manufacturers of aluminum in the
cold rolling of aluminum); (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.
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 1996, 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.
1
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 every industry it serves.
Based on information available to Quaker, however, it is estimated that
Quaker holds a dominant position (among a group in excess of 25 other
suppliers) in the market for process fluids used in the production of hot and
cold rolling of steel. 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 and Markets
During 1996, Quaker's five largest customers (each composed of multiple
subsidiaries or divisions with semi-autonomous purchasing authority)
accounted for approximately 14% of its consolidated net sales with the
largest of these customers accounting for approximately 4% of consolidated
net sales. Furthermore, a significant portion of Quaker's revenues are
realized from the sale of process fluids to manufacturers of hot and cold
rolling steel, and, therefore, Quaker is subject to the same business cycles
as those experienced by these manufacturers and their customers (the majority
of which are automobile, appliance, and durable good manufacturers or in the
construction 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 1996, only one raw material accounted for as much as 11% of
the total cost of Quaker's raw material purchases. Many of the raw materials
used by Quaker are "commodity" chemicals, and, therefore, Quaker's earnings
can be affected by market changes in raw material prices caused by factors
beyond Quaker's control. 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
2
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
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. Incorporated by
reference is the information contained under the caption "Research and
Development Costs" appearing in Note 1 to Notes to Consolidated Financial
Statements on page 23 of the Registrant's 1996 Annual Report to Shareholders,
the incorporated portions of which are included as Exhibit 13 to this Report.
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 157 persons, of whom 87 have B. S. degrees and 31 have
B.S. and advanced degrees, are employed in Quaker's laboratories.
Number of Employees
On December 31, 1996, Quaker's consolidated companies had 835 full-time
employees of whom 375 were employed by the parent company and its U.S.
subsidiaries and 460 were employed by its non-U.S. subsidiaries. Associated
non-U.S. companies of Quaker (in which it owns 50% or less) employed 232
people on December 31, 1996.
Product Classification
Incorporated by reference is the information concerning product
classification by markets served appearing under the caption
"Supplemental Financial Information"
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on page 34 of the Registrant's 1996 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 29 of the Registrant's 1996 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 16 of the aforementioned Annual Report, the incorporated portions of
which are included as Exhibit 13 to this Report. Since significant revenues
and earnings are generated by its non-U.S. operations, Quaker's financial
results are affected by currency fluctuations, particularly between the U.S.
dollar and the Dutch guilder.
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, 1996 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.
Manufacturing and warehouse facilities located in Conshohocken, Pennsylvania,
were closed in 1996 but are being maintained in a state of readiness that
will permit resuming operations in all or some of such facilities if
necessary or desirable.
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
4
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 1996, capital expenditures directed solely
or primarily to regulatory compliance amounted to approximately $200,000.
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.
Item 3. Legal Proceedings.
On or about October 24, 1996, Petrolite Corporation and its subsidiary,
Petrolite Holdings, Inc. (collectively, "Petrolite"), filed a Demand for
Arbitration with the American Arbitration Association and a Petition with the
Circuit Court for the County of St. Louis, State of Missouri, against the
Registrant and certain of its subsidiaries (collectively, the "Company").
The actions arise from a Technology Purchase Agreement (the "Agreement")
between Petrolite and the Company dated April 13, 1993, as amended, pursuant
to which the Company sold various assets, including a patent (the "Patent"),
to Petrolite for a purchase price of approximately $8.5 million plus an
obligation to pay royalties. In a suit brought by Petrolite against Baker
Hughes, Inc., et al. for infringement of the Patent, the United States
District Court for the Western District of Oklahoma (No. CIV-94-311-M)
affirmed by the United States Court of Appeals for the Federal Circuit (No.
95-1447) declared all of the claims of the Patent invalid as a result of
sales allegedly made by the Company more than one year prior to the filing of
the Patent application. In its actions against the Company, Petrolite seeks
damages in an unspecified amount, rescission of the Agreement, costs, and
other relief. The Company believes that it has complete and meritorious
defenses to the Petrolite actions and intends to vigorously defend the
actions and deny liability and to pursue a claim against Petrolite for
royalties. The bases for the Company's position include, but are not limited
to, the Company specifically made no representations or warranties with
respect to the validity of the Patent, all sales made by the Company prior
to filing the Patent application were disclosed to Petrolite prior to closing
under the Agreement, and the findings made by the Court in Petrolite's suit
with Baker Hughes, Inc. were the result of the failure of Petrolite's counsel
to take certain required actions in the handling of the case.
5
The Company is a party to other 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 nonoperating 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 30 in the Registrant's 1996 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) 65 1963
Ronald J. Naples President and Chief 51 1995
Executive Officer (1995)
Thomas F. Kirk Vice President and 51 1996
Chief Financial Officer (1996)
Jose Luiz Bregolato Vice President-South America 51 1993
(1993)
Daniel S. Ma Vice President-Asia/Pacific 56 1995
(1995)
Marcus C. J. Meijer Vice President-Europe (1990) 49 1990
Joseph F. Virdone Vice President-U.S. Commercial 52 1996
Operations (1996)
Messrs. Benoliel and Meijer 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
6
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 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. Prior
to his election as Vice President and Chief Financial Officer of Registrant,
Mr. Kirk was employed by Rhone-Poulenc, Inc., Princeton, New Jersey, where
he served as Senior Vice President and Chief Financial Officer and prior to
this as Vice President Corporate Planning and Development and Assistant to
the Senior Vice Presidents of Planning, and Finance for Rhone-Poulenc, S.A.,
Paris, France. Prior to his election as an officer of the Registrant, Mr.
Virdone served as Industry Manager-Steel since August 15, 1994. Prior to
that date, Mr. Virdone was employed by FMC Corporation as National Sales
Director-Industrial Chemicals and also served in various consulting
capacities.
Mr. Benoliel will retire as Chairman of the Board of the Registrant on
May 7, 1997. On such date, Mr. Naples will assume the position of Chairman
of the Board of the Registrant in addition to his position as President and
Chief Executive Officer of the Registrant. Mr. Benoliel will remain as a
Director of the Registrant and will serve as Chairman of the Executive
Committee.
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 34 of the
Registrant's 1996 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 32 and 33 of the Registrant's
1996 Annual Report to Shareholders, the incorporated portions of which are
included as Exhibit 13 to this Report.
7
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 16 through 18 of the Registrant's 1996 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 19
through 34 of the Registrant's 1996 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.
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, 1996 (the "1997 Proxy Statement") and the
information appearing in Item 4(a) on pages 6 and 7 of this Report.
Section 16(a) Beneficial Ownership Reporting Compliance.
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, 1996 were
filed on a timely basis except for one filing on Form 4 covering one
transaction each for Patricia C. Barron and Ronald J. Naples.
8
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 1997 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 1997 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
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, 1996, 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
9
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) -- Amended and Restated Articles of Incorporation.
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.
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(h) -- Documents constituting employment contract by and be
tween 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
10(l) -- Employment Agreement by and between Registrant and
Daniel S. Ma, incorporated by reference to Exhibit
10(l) as filed by Registrant with Form 10-K for the
year 1995.*
10(m) -- Employment Agreement by and between Registrant and
Thomas F. Kirk.*
10(n) Deferred Compensation Plan as adopted by the Regis
trant on July 10, 1996.
13 -- Portions of the 1996 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.
(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.
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 to be signed
on its behalf by the undersigned thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
-----------------------------------
Registrant
Date: March 27, 1997 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 Director March 27, 1997
- -------------------------------------
Ronald J. Naples
President and Chief Executive Officer
THOMAS F. KIRK Principal Financial Officer March 27, 1997
- -------------------------------------
Thomas F. Kirk
Vice President and
Chief Financial Officer
PETER A. BENOLIEL Director March 27, 1997
- -------------------------------------
Peter A. Benoliel, Chairman
of the Board
JOSEPH B. ANDERSON, JR. Director March 27, 1997
- -------------------------------------
Joseph B. Anderson, Jr.
PATRICIA C. BARRON Director March 27, 1997
- -------------------------------------
Patricia C. Barron
WILLIAM L. BATCHELOR Director March 27, 1997
- -------------------------------------
William L. Batchelor
LENNOX K. BLACK Director March 27, 1997
- -------------------------------------
Lennox K. Black
EDWIN J. DELATTRE Director March 27, 1997
- -------------------------------------
Edwin J. Delattre
ROBERT P. HAUPTFUHRER Director March 27, 1997
- -------------------------------------
Robert P. Hauptfuhrer
FREDERICK HELDRING Director March 27, 1997
- -------------------------------------
Frederick Heldring
ROBERT H. ROCK Director March 27, 1997
- -------------------------------------
Robert H. Rock
ALEX SATINSKY Director March 27, 1997
- -------------------------------------
Alex Satinsky
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EXHIBIT INDEX
Exhibit No. Description
3(a) Amended and Restated Articles of Incorporation
10(m) Employment Agreement by and between Registrant
and Thomas F. Kirk
10(n) Deferred Compensation Plan as adopted by the Registrant
on July 10, 1996
13 Portions of the 1996 Annual Report to Shareholders
Incorporated by Reference
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
13