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As filed with the Securities and Exchange Commission on May 5, 1997
Registration No. 333-19957
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUAKER CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0993790
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Karl H. Spaeth, Esquire
Corporate Secretary
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Ramon R. Obod, Esquire
Fox, Rothschild, O'Brien & Frankel, LLP
2000 Market Street
10th Floor
Philadelphia, PA 19103
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /
If this Form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Securities Amount to be price offering registration
to be registered registered per unit price(1) fee
- ------------------- ------------ -------- --------- ------------
Common Stock, 500,000 shares $17.0625 $8,531,250 $2,586
$1.00 par value
per share
(1) For purposes of computing the filing fee, the proposed maximum
aggregate offering price has been computed in accordance with Rule
457(c) based on the average of the high and low prices for Common Stock
reported on the New York Stock Exchange on January 13, 1997.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until this Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MAY 5, 1997
PROSPECTUS
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QUAKER CHEMICAL CORPORATION
Dividend Reinvestment and Stock Purchase Plan
______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________
This Prospectus relates to 500,000 shares of Common Stock, par value
$1.00 per share, (the "Common Stock") of Quaker Chemical Corporation
(the "Company") to be offered for purchase under this Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
Shares of Common Stock offered hereby will, at the option of the
Company, represent newly issued shares or shares held in the treasury of
the Company. The price of the Common Stock so issued will be the
average of the daily high and low prices of the Common Stock for the
five trading days immediately preceding the date the shares are to be
issued as reported on the New York Stock Exchange. See "Investment Date
and Pricing." Participants will not incur brokerage fees or commissions
in connection with purchases of Common Stock. See "Costs to
Participants."
______________________________
The date of this Prospectus is May __, 1997.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, and other information
can be inspected and copied at the Commission's public reference room
located at 450 Fifth Street, N.W., Washington D.C. 20549 and at the
following regional offices of the Commission: Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60621-2511 and New York Regional Office, 7 World Trade Center, Suite
1300, New York, NY 10048. The Company files its reports and other
information electronically with the Commission. The Commission
maintains a Web site that contains reports, proxy and information
statements, and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov. The Common Stock is listed on the New York Stock
Exchange, and reports, proxy statements, and other information
concerning the Company may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, NY 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933 with respect
to the securities registered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations
of the Commission. Such additional information may be obtained from the
public reference room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Statements contained in this Prospectus or in
any document incorporated by reference in this Prospectus as to the
contents of any contract or other document referred to herein or therein
are not necessarily complete, and, in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement
being qualified in all aspects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated, as of their respective filing dates, by reference
in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; and
(b) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on August 2, 1996 with the
Commission.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering hereby shall be deemed to
be incorporated herein by reference and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently
filed document which also is, or is deemed to be, incorporated herein by
reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof
except as so modified or superseded.
The Company will furnish without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, on the written
request of such person, a copy of any or all of the documents described
above (other than exhibits to such documents). Requests in writing or
by telephone should be directed to the Company's Investor Relations
Department at Quaker Chemical Corporation, Elm and Lee Streets,
Conshohocken, PA 19428, telephone number (610) 832-4119.
THE COMPANY
The Company, headquartered in Conshohocken, Pennsylvania, is a worldwide
developer, producer, and marketer of high-quality chemical specialty
products and a provider of fluid management services for industrial
customers, primarily steel, automotive, and can makers around the globe.
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USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be purchased under the Plan or the
aggregate amount of net proceeds that the Company will receive for any
newly issued or treasury shares of Common Stock purchased under the
Plan. All of the net proceeds from the sale of any newly issued or
treasury shares of Common Stock will be used for the general corporate
purposes of the Company.
THE PLAN
The Plan was authorized by the Company's Board of Directors on December
18, 1996. The text of the Plan is set forth below.
PURPOSE AND DESCRIPTION OF THE PLAN
The Plan is a convenient and economical way for existing shareholders to
increase their holdings of Common Stock. The Plan is administered by
American Stock Transfer & Trust Company (the "Plan Administrator"), the
Company's transfer agent. This Prospectus describes the Plan in detail
and should be read carefully before deciding to participate.
Participation is entirely voluntary and no advice or recommendation is
being given relative to the decision to join the Plan. However, should
a potential Participant decide to take advantage of the benefits
available under this Plan, an enrollment form and reply envelope are
enclosed.
ADVANTAGES TO PARTICIPANTS
Participation in the Plan provides an economical means for Participants
to increase their holdings of Common Stock through the reinvestment of
dividends, or through optional cash purchases without brokerage
commissions or transaction expenses.
The Participant's funds are used to purchase both full and fractional
shares, carried out to three decimal places. All shares are credited to
an account in the Participant's name and held in book-entry form.
Easy to read statements of the Participant's year-to-date account
activity will be sent to the Participant after each investment
transaction.
The Participant may withdraw the Participant's holdings of Common Stock
at any time or may request the Plan Administrator to sell the
Participant's shares.
The Plan offers a stock safekeeping service whereby Participants may
deposit their Common Stock certificates with the Plan Administrator and
have their ownership of such Common Stock maintained on the Plan
Administrator's records as part of their account.
Regular investments provide for the benefits associated with dollar-cost
averaging.
Participants may make transfers or gifts of Common Stock at no charge.
The Plan provides for an automatic monthly withdrawal of funds from a
Participant's checking or savings account at a qualified financial
institution. The Participant simply completes and signs an automatic
debit enrollment form, provides the necessary information, together with
a voided blank check or checking or savings account deposit slip, and
designates the amount and the account from which the funds are to be
withdrawn each month.
ADMINISTRATION
The Plan Administrator will hold shares of Common Stock acquired under
the Plan, keep records, send statements of account activity to
Participants, and perform other duties related to the Plan.
Participants may contact the Plan Administrator by writing to:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, New York, NY 10005
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or by telephoning the Plan Administrator at 1-800-278-4353. Customer
Service Representatives are available between the hours of 9:00 A.M. and
5:00 P.M. Eastern Time.
ELIGIBILITY
Any person or entity who owns shares of Common Stock is eligible to
participate in the Plan, provided that: (i) such person or entity
fulfills the prerequisites for participation described below under
"Enrollment Procedures" and (ii) in the case of citizens or residents of
a country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company or
the Participant.
Beneficial owners of Common Stock whose shares are registered in names
other than their own (for example, in the name of a broker, bank,
nominee or other record holder) must either arrange participation with
the broker, bank, nominee or other record holder or have their shares of
Common Stock transferred into their own names.
ENROLLMENT PROCEDURES
An eligible person or entity not currently enrolled in the Plan may
commence reinvestment of dividends by returning the enclosed enrollment
form to the Plan Administrator. Participants may also choose to send in
optional cash purchases of Common Stock for at least $300, but not more
than the maximum in any calendar year of $24,000 (see "Methods of
Investment"). Your account registration appears on the enclosed
enrollment form, and you should be sure to sign exactly as your name
appears on your stock certificates.
Choosing either of the following options still entitles the Participant
to take advantage of the Optional Cash Purchase feature:
1. Reinvest All Dividends (FULL) - This option will allow the Plan
Administrator to apply all dividends due the Participant toward the
purchase of additional shares of Common Stock.
2. Reinvest None and Receive A Check For Dividends - This option does
not provide for the reinvestment of any dividends due the Participant.
All dividends will be sent to the Participant in the form of a check for
all the Participant's shares whether held by the Participant in
certificate form or held in the Participant's Plan account in book-entry
form.
METHODS OF INVESTMENT
Check Investment
In addition to increasing the Participant's holdings of the Common Stock
through the reinvestment of dividends, the Participant may also send the
Plan Administrator periodic investments in the form of a check or money
order ("Optional Cash Purchase"). The check or money order must be made
payable to American Stock Transfer & Trust Company in U.S. dollars.
Third-party checks are not accepted. All checks must be drawn on a U.S.
bank, in U.S. currency. All checks should be sent to the Plan
Administrator at the address listed on the Optional Cash tear-off form
attached to each statement the Participant receives or, if making an
investment when enrolling, with the enrollment form. Optional Cash
Purchases may be made in any amount not less than $300 (in U.S.
dollars), subject to the annual maximum of $24,000.
Automatic Investment from a Bank Account
As an alternative to sending checks for Optional Cash Purchases, the
Plan provides for an automatic monthly withdrawal of funds from a
Participant's checking or savings account at a qualified financial
institution. The Participant simply completes and signs an automatic
debit enrollment form, provides the necessary information, together with
a voided blank check or checking or savings account deposit slip, and
designates the amount and the account from which the funds are to be
withdrawn each month.
Participants may change or terminate an automatic monthly withdrawal of
funds by completing and submitting to the Plan Administrator a new
automatic debit enrollment form; provided, however, that to be effective
with respect to a particular Investment Date, as defined herein, the new
automatic debit enrollment form must be received by the Plan
Administrator no later than two weeks prior to the Investment Date.
Also, a Participant can cancel any payment scheduled to be made by
automatic
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debit, provided such request is received by the Plan Administrator at
least two business days prior to the date of the debit.
Whether participating through the use of check/money orders or through
the debit feature, the minimum of $300 with an annual maximum Optional
Cash Purchase limit of $24,000 applies.
INVESTMENT DATE AND PRICING
The Company may issue newly issued or treasury shares pursuant to the
Plan.
The Plan Administrator will commingle all funds received from
Participants whether from Optional Cash Purchases from registered
shareholders or from reinvested Company-paid dividends toward the
purchase of Common Stock, provided such funds were received by the Plan
Administrator no later than at least two business days preceding the
15th day or the last day of each month (the "Investment Date"). If the
15th day or the last day of the month, as the case may be, is not a day
on which the New York Stock Exchange is open, then the investment will
occur on the next succeeding business day. When the Company pays a cash
dividend, for that period the dividend payment date will be the
Investment Date.
The price of newly issued or treasury shares of Common Stock purchased
from the Company will be the average of the daily high and low prices of
the Common Stock for the five trading days immediately preceding the
applicable dividend payment or Investment Date, as the case may be,
reported on the New York Stock Exchange.
Optional Cash Purchases not received before two business days preceding
an Investment Date will not be invested until the next succeeding
Investment Date.
No interest is paid on amounts held pending investment. Participants
may request a return of any uninvested Optional Cash Purchase provided
such request is received by the Plan Administrator no later than two
business days before the Investment Date.
COSTS TO PARTICIPANTS
There are no initiation fees, brokerage commissions, service charges, or
other regular expenses to be paid by a Participant. All costs of
administration of the Plan, including the fees of the Plan
Administrator, will be paid by the Company. However, Participants
requesting the Plan Administrator to sell some or all of a Participant's
shares will be charged an administrative service charge of $7.50 plus
applicable brokerage commissions per request.
SHARE SAFEKEEPING
The Plan provides a stock deposit feature to eliminate the need for
Participants to hold physical stock certificates. If a Participant
currently holds physical stock certificates and would like to combine
these shares with the Participant's shares held in book-entry form, the
Participant must send the Plan Administrator the stock certificates and
a letter of instructions. There is no charge for this service. The
certificates do not need to be endorsed. Stock certificates should be
sent by certified or registered/insured mail or by some other safe means
as the Participant bears the risk of loss in transit.
REPORTS TO PARTICIPANTS CONCERNING ACCOUNT STATUS
Each time there is investment activity in a Participant's account, the
Participant will receive a statement that shows the amount invested,
purchase price, and the number of shares purchased/sold. A Participant
should ensure that the Plan Administrator is promptly notified of any
address change. In addition, each Participant will receive copies of
the same communications sent to all other holders of Common Stock, such
as annual reports and proxy statements. Participants will also receive
any Internal Revenue Service ("IRS") information returns if so required.
REQUESTING THE ISSUANCE OF A CERTIFICATE
The Participant may obtain a certificate (at no cost) for some or all of
the Participant's shares at any time by simply requesting the Plan
Administrator to withdraw shares from the Participant's Plan balance.
The Participant may make such a request by using the tear-off form
attached to the account statement. Certificates are normally issued to
Participants within five business days of receipt of the request.
Withdrawing shares from the Participant's account balance does not
affect the Participant's dividend option (i.e., dividends will continue
to reinvest if previously elected on the enrollment form).
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SELLING SHARES THROUGH THE PLAN
Shares held in a Participant's Plan account can be sold on the
Participant's behalf at any time by simply using the tear-off portion of
the account statement for this purpose. Upon receipt of a request to
sell some or all of a Participant's shares, the Plan Administrator will
process the sale on the open market within five business days of receipt
and remit the proceeds to the Participant, less an administrative charge
of $7.50 plus applicable brokerage commissions. Proceeds are normally
paid by check and are distributed to the selling Participant within
three business days after the sale takes place on the open market.
TERMINATION OF PARTICIPATION
A Participant can stop reinvesting dividends at any time, provided the
Participant notifies the Plan Administrator on or before the 10th
business day preceding a dividend payment date. If the Participant's
request to cease dividend reinvestment is received after the 10th
business day preceding a dividend payment date, then the dividend will
be reinvested, and the account will not be closed until after the shares
have been allocated to all Participants as a result of the dividends
being reinvested. A Participant wishing to cease dividend reinvestment
can do so by either requesting that a new enrollment form be sent, and
the Participant can change the Participant's option to "Reinvest None
and Receive A Check For Dividends" while still keeping his or her shares
in a book-entry account with the Plan Administrator, or the Participant
can request all shares be issued in the form of a stock certificate and
a check issued for the value of any fractional share amount.
Alternatively, Participants can also request all shares be sold on the
open market and a check be remitted for the net proceeds of all full and
fractional shares.
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Any dividends in Common Stock or split shares distributed by the Company
to Participants will be added to the Plan book-entry balance.
Participants can also request physical certificates. A statement will
be mailed to all Participants indicating the number of shares/dividends
earned as a result of the transaction. In the event of a rights
offering, the Participant will receive rights based upon the total
number of whole shares owned whether the shares are held in the form of
a physical certificate or held in book-entry form.
IMPORTANT TERMS AND CONDITIONS
Insufficient Funds
In the event that any check is returned unpaid for any reason or a
Participant's predesignated bank account does not have sufficient funds
for an automatic debit, the Plan Administrator will consider the request
for investment of such purchase null and void and shall immediately
remove from the Participant's account any shares already purchased upon
the prior credit of such money. The Plan Administrator shall thereupon
be entitled to sell any such shares to satisfy any uncollected amounts.
If the net proceeds of the sale of such shares are insufficient to
satisfy the balance of such uncollected amounts, the Plan Administrator
shall be entitled to sell such additional shares from the Participant's
account necessary to satisfy the uncollected balance.
Tax Information
Participants are advised to consult their own tax advisor with respect
to the tax consequences of participation in the Plan (including federal,
state, local, and other tax laws and U.S. tax withholding laws)
applicable to their particular situations.
If a Participant has failed to furnish a valid taxpayer identification
number to the Plan Administrator, unless the Participant is exempt from
the withholding requirements described in Section 3406 of the Internal
Revenue Code of 1986, as amended (the "Code"), then the Plan
Administrator must withhold 31% from the amount of dividends, the
proceeds of the sale of a fractional share, and the proceeds of any sale
of whole shares. In addition, if a new Participant fails to certify
that such Participant is not subject to withholding interest and
dividend payments under Section 3406(a)(1)(D) of the Code, then 31% must
be withheld from the amount of dividends, and the remaining amount of
dividends will be reinvested. In the case of foreign Participants whose
dividends are subject to United States income tax withholding, the
amount of tax to be withheld will be deducted from the amount of
dividends, and the remaining amount of dividends will be reinvested.
Dividends reinvested under the
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Plan will be treated in the same manner as if the Participant had
received the dividends in the form of cash and as such are reportable on
Form 1099-D.
Voting Shares
A Participant will be sent a proxy card representing both the shares for
which the Participant holds physical certificates and the shares held in
the Participant's account. Such shares will be voted as indicated by
the Participant on the returned proxy card. Fractional shares will be
voted. If the proxy card is returned signed by the Participant and no
voting instructions are given with respect to any item thereon, all of
the Participant's shares will be voted in accordance with the
recommendations of the Company's management. This is the same procedure
that is followed for all other shareholders who return proxy cards and
do not provide instructions. If the proxy card is not returned, or if
it is returned unsigned by the registered owner(s), none of the
Participant's shares will be voted.
Responsibilities of the Plan Administrator and the Company
The Company and the Plan Administrator reserve the right to suspend,
modify, or terminate the Plan at any time. All Participants will
receive notice of any such suspension, modification, or termination.
Upon termination of the Plan, certificates for whole shares held in a
Participant's account will be issued, and a cash payment will be made
for any fractional share.
All questions as to the validity, form, eligibility, and acceptance of
all payments to or under the Plan will be determined solely by the
Company, which determinations will be final and binding. No
alternative, conditional, or contingent payments will be accepted. The
Company reserves the absolute right to reject any or all payments for
any reason. The Company also reserves the right to waive any
irregularities or conditions, and the Company's interpretations of the
terms and conditions of the Plan shall be final and binding.
The Plan Administrator also reserves the right to terminate any
Participant's account that does not own at least one whole share. In
the event a Participant's account is terminated in this regard, a check
for the cash value of the fractional share will be sent to the
Participant, and the account will be closed.
LIMITATION OF LIABILITY
Neither the Plan Administrator nor the Company will be liable for any
act or omission to act, done in good faith, including, without
limitation, any claim of liability (i) arising out of failure to
terminate a Participant's account upon such Participant's death prior to
receipt of notice in writing of such death along with a request to
terminate participation from a qualified representative of the deceased
and (ii) with respect to the prices at which shares are purchased for
the Participant's account and the times such purchases are made;
provided, however, that nothing herein shall be deemed to constitute a
waiver of any rights that a Participant might have under the Exchange
Act or other applicable federal securities laws. Insofar as
indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and
controlling persons of the Company under this provision, the Company has
been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and therefore
unenforceable.
Participants should recognize that neither the Plan Administrator nor
the Company can assure them of a profit or protect them against a loss
on shares purchased by them under the Plan.
Although the Company contemplates the continuation of quarterly
dividends, the payment of dividends is subject to the discretion of the
Board of Directors of the Company and will depend upon future earnings,
the financial condition of the Company, and other factors.
FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES TO
NON-FOREIGN SHAREHOLDERS PARTICIPATING IN THE PLAN. SINCE THIS IS ONLY
A SUMMARY AND SINCE STATE AND LOCAL TAX LAWS MAY VARY, A SHAREHOLDER
SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES
OF PARTICIPATING IN THE PLAN.
In general, Participants who reinvest cash dividends under the Plan will
have the same federal income tax consequences with respect to their
dividends as shareholders who are not Participants in the Plan. On each
dividend payment date, Participants will be treated as having received a
distribution equal to the cash dividend reinvested. Generally, such
distribution will be taxable to Participants as ordinary
7
dividend income to the extent of such Participant's share of the
Company's current or accumulated earnings and profits for federal income
tax purposes. The amount, if any, of such distribution in excess of
such earnings and profits will reduce a Participant's tax basis in the
shares of Common Stock with respect to which such distribution was
received and, to the extent in excess of such basis, will result in
capital gain. Certain corporate Participants may be entitled to a
dividends-received deduction with respect to amounts treated as ordinary
dividend income. Corporate Participants should consult their own tax
advisors regarding their eligibility for and the extent of such
deduction.
Participants should not be treated as receiving an additional
distribution based upon their pro rata shares of the Plan administration
costs paid by the Company. There can be no assurance, however, that the
Internal Revenue Service will agree with this position. The Company has
no present plans to seek a ruling from the Internal Revenue Service on
this issue.
Shares, or any fraction thereof, of Common Stock purchased with
reinvested cash dividends will have a tax basis equal to the amount of
such reinvested dividends, increased by any related brokerage fees or
commissions treated as a dividend to the Participant. Shares or any
fraction thereof purchased with supplemental cash payments will have a
tax basis equal to the amount of such payments. Such shares or any
fraction thereof purchased under the Plan will have a holding period
beginning on the day following the Investment Date.
Participants will not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon
their request for such certificates or upon withdrawal for or
termination of the Plan. Participants, however, may recognize gain or
loss when whole shares acquired under the Plan are sold or exchanged
either through the Plan at their request or by Participants themselves
after receipt of certificates for shares from the Plan. In addition,
Participants may recognize gain or loss when they receive cash payments
for fractional shares credited to their account upon withdrawal from or
termination of the Plan. The amount of such gain or loss will be the
difference, if any, between the amount which the Participant receives
for the Participant's shares or fractional share, and his or her tax
basis therefor (with special rules applying to determine the basis
allocable to shares that are not specifically identified when the
Participant sells less than all of the Participant's shares). Such gain
or loss will generally be capital gain or loss and will be long-term
capital gain or loss if the holding period for such shares or fractional
share exceeds one year.
Dividends which are reinvested pursuant to the Plan may be subject to
the "backup withholding" tax generally applicable to dividends unless
the Participant provides the Company with the Participant's taxpayer
identification number or is otherwise exempt from "backup withholding."
THE COMPANY'S CAPITAL STOCK
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, $1.00 par value, and 10,000,000 shares of Preferred Stock,
$1.00 par value. As of December 31, 1996, there were 8,619,557 shares
of Common Stock outstanding and no shares of Preferred Stock
outstanding.
Holders of Common Stock acquired on or prior to May 6, 1987 are entitled
to 10 votes per share of Common Stock held on such date. Holders of
shares of Common Stock acquired after May 6, 1987 are entitled to one
vote per share acquired after such date until such shares are held for
36 consecutive months, at which time each such share of Common Stock is
entitled to 10 votes. Holders of Common Stock are not entitled to
cumulative voting in the election of directors.
LEGAL MATTERS
The validity of the newly issued shares of Common Stock offered hereby
will be passed upon for the Company by Fox, Rothschild, O'Brien &
Frankel, LLP, 2000 Market Street, Philadelphia, PA 19103.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K at and for each of the three years in the period
ended December 31, 1996, and incorporated by reference in the
Registration Statement, have been audited by Price Waterhouse LLP,
independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority
of said firm as experts in auditing and accounting.
8
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION ...................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............ 2
THE COMPANY ................................................ 2
USE OF PROCEEDS ............................................ 3
THE PLAN ................................................... 3
PURPOSE AND DESCRIPTION OF THE PLAN ........................ 3
ADVANTAGES TO PARTICIPANTS ................................. 3
ADMINISTRATION ............................................. 3
ELIGIBILITY ................................................ 4
ENROLLMENT PROCEDURES ...................................... 4
METHODS OF INVESTMENT ...................................... 4
INVESTMENT DATE AND PRICING ................................ 5
COSTS TO PARTICIPANTS ...................................... 5
SHARE SAFEKEEPING .......................................... 5
REPORTS TO PARTICIPANTS CONCERNING ACCOUNT STATUS .......... 5
REQUESTING THE ISSUANCE OF A CERTIFICATE ................... 5
SELLING SHARES THROUGH THE PLAN ............................ 6
TERMINATION OF PARTICIPATION .............................. 6
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING ............. 6
IMPORTANT TERMS AND CONDITIONS ............................. 6
LIMITATION OF LIABILITY .................................... 7
FEDERAL INCOME TAX CONSEQUENCES ............................ 7
THE COMPANY'S CAPITAL STOCK ................................ 8
LEGAL MATTERS .............................................. 8
EXPERTS .................................................... 8
9
QUAKER CHEMICAL CORPORATION
------------------------------
Dividend Reinvestment and Stock Purchase Plan
------------------------------
500,000 Shares
Common Stock
PROSPECTUS
-----------------------------
________ __, 1997
------------------------------------------------------------
No dealer, salesman, or any other person is authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of these
securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in
the financial condition and affairs of the Company since the date of
this Prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by the
Company in connection with the sale of the Common Stock being
registered:
Registration fee $ 2,586
Printing expenses 3,000
Legal fees and expenses 10,000
Accounting fees and expenses 2,500
Miscellaneous 2,500
-------
Total $20,586
Item 15. Indemnification of Directors and Officers
Sections 1741 through 1750 of Subchapter D of Chapter 17 of
the Pennsylvania Business Corporation Law of 1988, as amended, (the
"PBCL") contain, among other things, provisions for mandatory and
discretionary indemnification of a corporation's directors, officers,
and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under
certain prescribed circumstances against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with a threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the
corporation) to which any of them is a party or threatened to be made a
party by reason of his being a representative, director, or officer of
the corporation or serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust, or other enterprise
if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action or proceeding
by judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent does not of itself create a presumption
that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination
of any action or proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent does not
of itself create a presumption that the person did not act in good faith
and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 1742 provides for indemnification with respect to
derivative and corporate actions similar to that provided by Section
1741. However, indemnification is not provided under Section 1742 with
respect to any claim, issue or matter as to which a director or officer
has been adjudged to be liable to the corporation unless and only to the
extent that the proper court determines upon application that, despite
the adjudication of liability but in view of all the circumstances of
the case, a director or officer is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful
on the merits or otherwise in defense of any such action or proceeding
referred to in Sections 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Sections 1741 or 1742 shall be made by the
corporation as authorized in the specific case upon a determination that
indemnification of directors and officers is proper because the director
or officer met the applicable standard of conduct, and such
determination will be made by the board of directors by a majority vote
of a quorum of directors not parties to the action or proceeding; if a
quorum is not obtainable or, if obtainable, and a majority of
disinterested directors so directs, by independent legal counsel or by
the shareholders.
II-1
Section 1745 provides that expenses incurred by a director or
officer in defending any action or proceeding referred to in the
Subchapter may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified
by the corporation.
Section 1746 provides generally that except in any case where
the act or failure to act giving rise to the claim for indemnification
is determined by a court to have constituted willful misconduct or
recklessness, the indemnification and advancement of expenses provided
by the Subchapter shall not be deemed exclusive of any other rights to
which a director or officer seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase
and maintain insurance on behalf of any director or officer against any
liability incurred by him in his capacity as officer or director whether
or not the corporation would have the power to indemnify him against the
liability under this Subchapter of the PBCL.
Sections 1748 and 1749 apply to the indemnification and
advancement of expenses contained in the Subchapter to successor
corporations resulting from consolidation, merger, or division and to
service as a representative of such corporations or of employee benefit
plans.
Section 1750 provides that the indemnification and advancement
of expenses granted pursuant to the Subchapter, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representatives of that person.
Section 7.1 of the Company's By-laws contains provisions
allowing for indemnification of directors and officers to the extent
permitted under Subchapter D of Chapter 17 of the PBCL.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by
reference.
4-1 Articles of Incorporation -- Incorporated by reference to Exhibit
3(a) to Form 10-K as filed by the Company for the year ended
December 31, 1996.
4-2 By-Laws -- Incorporated by reference to Exhibit 3(b) to Form 10-Q as
filed by the Company for the quarter ended June 30, 1993.
4-3 Shareholder Rights Plan -- Incorporated by reference to Form 8-K as
filed by the Company on February 20, 1990.
5-1 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP.
23-1 Consent of Price Waterhouse LLP.
23-2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP (See Exhibit 5-1).
99-1 Enrollment Forms for the Dividend Reinvestment and
Stock Purchase Plan.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
II-2
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Conshohocken,
Commonwealth of Pennsylvania on the 2nd day of May, 1997.
QUAKER CHEMICAL CORPORATION
/s/ RONALD J. NAPLES
By: _____________________________
Ronald J. Naples
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald J. Naples and Thomas F. Kirk, or
each of them, as true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney's
in fact and agents, and each of them, full power and authority to be done
in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ RONALD J. NAPLES
_________________________ President, Chief May 2, 1997
Ronald J. Naples Executive Officer
and a Director
/s/ THOMAS F. KIRK
_________________________ Vice President and April 28, 1997
Thomas F. Kirk Chief Financial Officer
/s/ PETER A. BENOLIEL
_________________________ Chairman of the May 2, 1997
Peter A. Benoliel Board of Directors
/s/ JOSEPH B. ANDERSON, JR.
_________________________ Director April 22, 1997
Joseph B. Anderson, Jr.
/s/ PATRICIA C. BARRON
_________________________ Director April 28, 1997
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR
_________________________ Director May 2, 1997
William L. Batchelor
/s/ LENNOX K. BLACK
_________________________ Director April 21, 1997
Lennox K. Black
_________________________ Director _____ , 1997
Edwin J. Delattre
/s/ ROBERT P. HAUPTFUHRER
_________________________ Director May 2, 1997
Robert P. Hauptfuhrer
II-4
_________________________ Director ____ , 1997
Frederick Heldring
/s/ ROBERT H. ROCK
_________________________ Director May 2, 1997
Robert H. Rock
/s/ ALEX SATINSKY
_________________________ Director May 2, 1997
Alex Satinsky
II-5
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
5-1 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
23-1 Consent of Price Waterhouse LLP
23-2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(See Exhibit 5-1)
99-1 Enrollment Forms for the Dividend Reinvestment and
Stock Purchase Plan
=========
| FRO&F | Fox, Rothschild, O'Brien & Frankel, LLP
=========
Attorneys at Law Founded 1907
* * *
2000 Market Street, Tenth Floor
Philadelphia, PA 19103-3291
(215) 299-2000 FAX (215) 299-2150
May 1, 1997
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
Gentlemen:
We have acted as counsel to Quaker Chemical Corporation (the
"Company") in connection with the proposed sale by the Company of up to
500,000 shares of the Company's Common Stock, $1 par value, (the "Plan
Shares") pursuant to the Company's Dividend Reinvestment and Stock
Purchase Plan. The Plan Shares are to be offered and sold pursuant to a
Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission (the "Registration Statement").
We, as counsel to the Company, have examined such corporate records,
certificates and other documents and such questions of law as we
considered necessary or appropriate for purposes of this opinion. Based
upon the foregoing, we advise you that, in our opinion such of the
500,000 Plan Shares as are sold, issued and paid for as contemplated by
the Registration Statement, when so sold, issued and paid for, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the reference to our Firm under the
heading "Legal Matters" in the Prospectus forming a part of the
Registration Statement. In giving this consent, we do not hereby admit
that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
/s/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL LLP
Exhibit 5-1
(and 23-2)
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 13, 1997, which appears on page 31 of the 1996 Annual Report
to Shareholders of Quaker Chemical Corporation, which is incorporated by
reference in Quaker Chemical Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
May 2, 1997
______________________________________________________________________________
Exhibit 99-1
QUAKER CHEMICAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AUTHORIZATION FORM
I (we) hereby appoint American Stock Transfer & Trust Company (or any
successor) as agent ("Agent") to receive cash dividends that may hereafter
become payable to me (us) on Common Shares of Quaker Chemical Corporation
registered in my (our) name(s) as shown below and authorize the Agent to
apply such dividends, and any optional cash payments I (we) may properly
make, to the purchase of full and fractional Common Shares under the terms
and conditions of the Company's Dividend Reinvestment and Stock Purchase
Plan, as follows:
PLEASE INDICATE YOUR SELECTION BELOW:
/ / FULL DIVIDEND REINVESTMENT ON The cash dividends on all Common Shares
ALL COMMON SHARES now or subsequently registered in my
(our) name(s) or held in my (our) Plan
account should be reinvested in
additional Common Shares. I (we) may
also make optional cash payments.
/ / OPTIONAL CASH PAYMENTS ONLY I (we) want to make only optional cash
purchases under the Plan. I (we) do
not want to reinvest dividends on
Common Shares registered in my (our)
name(s) or on shares held in my (our)
Plan account.
PLEASE READ CAREFULLY. THIS IS NOT A PROXY. DO NOT RETURN THIS CARD UNLESS
YOU WISH TO PARTICIPATE IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.
______________________________________________________________________________
______________________________________________________________________________
TO ENROLL IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN:
Indicate your desired investment option on the reverse, sign below exactly
as your name(s) appears on your stock certificate(s), and return this card
in the enclosed envelope. You may, if you wish, include an optional cash
payment of not less than $300 nor more than $2,000 by check or money order
payable to "American Stock Transfer & Trust Company." DO NOT RETURN THIS
CARD UNLESS YOU WISH TO PARTICIPATE IN THE DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN.
____________________________________________
Signature
____________________________________________
Signature
____________________________________________
Social Security or Tax Identification Number
____________________________________________
Daytime Telephone Number
Date: ______________________________________
______________________________________________________________________________
QUAKER CHEMICAL CORPORATION
AUTOMATIC CASH INVESTMENT APPLICATION
I. This authorizes the automatic transfer of funds from my/our checking,
savings or other bank account to the Quaker Chemical Corporation
Dividend Reinvestment and Stock Purchase Plan.
1. NAME(S)
______________________________________________________________________
______________________________________________________________________
DAYTIME TELEPHONE ( ) _____________________________________________
(Please print exactly as shown on your Quaker Dividend Reinvestment
and Stock Purchase Plan statement or enrollment card)
2. YOUR QUAKER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ACCOUNT NUMBER
______________________________________________________________________
(As shown on your Plan statement.)
3. AMOUNT TO BE DEDUCTED MONTHLY FROM YOUR BANK ACCOUNT AND INVESTED IN
QUAKER STOCK (MINIMUM $300, MAXIMUM $2,000 PER MONTH)
______________________________________________________________________
(Your bank account will be debited or charged two (2) business days
before the funds are invested in accordance with the terms and
conditions of the Plan.)
4. NAME(S) OF DEPOSITOR(S)
______________________________________________________________________
(As shown on bank records and on your checks.)
5. NAME OF BANK
______________________________________________________________________
6. BANK ADDRESS
(CITY) _________________________ (STATE) ________ (ZIP CODE) _________
7. TYPE OF BANK ACCOUNT:
_____________ CHECKING ___________ SAVINGS ___________ OTHER (SPECIFY)
8. SIGNATURE(S) _____________________________________________ ___________
Signature of depositor Date
_____________________________________________ ___________
Signature of joint depositor, if any Date
NOTE: Completion of this form is strictly optional and is not required to
enroll in the Quaker Chemical Corporation Dividend Reinvestment and
Stock Purchase Plan.
II. Attach Voided Check (or Deposit Slip)
Return to: American Stock Transfer and Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street
New York, NY 10005
Questions: Call 800-278-4353
____________________________________________________________
Mary Smith 110
500 Valley Lane
Anywhere, USA
Pay to the
order of _______________________________ $ ___________
______________________________________________ Dollars
YOUR BANK
ANYWHERE, USA
MEMO _________________________
:1234567890: 123 456 78 0110
____________________________________________________________
YOUR NUMBER