SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to ________
Commission file number 0-7154
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
QUAKER CHEMICAL CORPORATION PROFIT SHARING
AND RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
Profit Sharing and Retirement Savings Plan of Quaker
Chemical Corporation
Financial Statements
December 31, 1995
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Index to the Financial Statements
December 31, 1995
- ------------------------------------------------------------------------------
Page(s)
Report of independent accountants 1
Statement of net assets available for benefits, with fund
information at December 31, 1995 and 1994 2
Statement of changes in net assets available for benefits,
with fund information for the years ended December 31, 1995 and 1994 3
Notes to financial statements 4 - 6
Additional Information:*
Schedule I - Schedule of assets held for investment at
December 31, 1995 7
Schedule II - Schedule of reportable transactions for
the year ended December 31, 1995 8
*Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
Report of Independent Accountants
April 26, 1996
To the Participants and Administrator;
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Profit Sharing and Retirement Savings Plan of Quaker
Chemical Corporation at December 31, 1995 and 1994 and the changes in net
assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for benefits of each fund. Schedules I and II and the fund
information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
1
Profit Sharing and Retirement Savings Plan of Quaker Chemical Corporation
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1995 and 1994
- ---------------------------------------------------------------------------------------------------------
December 31, 1995
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Fund Other Total
- ---------------------------------------------------------------------------------------------------------
Investments at fair
value:
Common Stock Fund $7,743,647* $552,241 $8,295,888
Bond and Mortgage Fund $2,758,665* 2,758,665
Guaranteed Interest Fund $2,544,396* 2,544,396
---------- ---------- ---------- -------- -------- -----------
2,544,396 7,743,647 2,758,665 552,241 13,598,949
Participant notes
receivable $4,960 4,960
Cash surrender value
of life insurance
contracts 111,587 111,587
Cash equivalents 1,481 1,481
---------- ---------- ---------- -------- -------- -----------
2,544,396 7,743,647 2,758,665 552,241 118,028 13,716,977
Employer contribution
receivable
---------- ---------- ---------- -------- -------- -----------
Net assets available
for benefits $2,544,396 $7,743,647 $2,758,665 $552,241 $118,028 $13,716,977
========== ========== ========== ======== ======== ===========
- ---------------------------------------------------------------------------------------------------------
December 31, 1994
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Fund Other Total
- ---------------------------------------------------------------------------------------------------------
Investments at fair
value:
Common Stock Fund $5,374,102* $521,623 $5,895,725
Bond and Mortgage Fund $2,222,385* 2,222,385
Guaranteed Interest Fund $1,996,117* 1,996,117
---------- ---------- ---------- -------- -------- -----------
1,996,117 5,374,102 2,222,385 521,623 10,114,227
Participant notes
receivable $15,938 15,938
Cash surrender value
of life insurance
contracts 109,104 109,104
Cash equivalents 1,372 1,372
---------- ---------- ---------- -------- -------- -----------
1,996,117 5,374,102 2,222,385 521,623 126,414 10,240,641
Employer contribution
receivable 54,939 193,199 67,888 44,183 7,360 367,569
---------- ---------- ---------- -------- -------- -----------
Net assets available
for benefits $2,051,056 $5,567,301 $2,290,273 $565,806 $133,774 $10,608,210
* Represents greater than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
2
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Statements of Changes in Net Assets Available For Benefits,
with Fund Information December 31, 1995 and 1994
- --------------------------------------------------------------------------------------------------------------------------
December 31, 1995
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Fund Other Total
- --------------------------------------------------------------------------------------------------------------------------
Additions to net assets
attributed to:
Net investment income $140,813 $1,912,169 $411,953 $22,946 $1,710 $2,489,591
Participant contributions 91,350 493,395 191,000 119,483 895,228
Employer contributions 15,497 43,252 21,099 13,904 93,752
Transfers in from
Subsidiaries Plan 212,340 212,340
Rollovers 3,827 11,489 7,564 1,769 24,649
Increase (decrease) in cash
surrender value of insurance
contracts 2,483 2,483
Other (227) 1,974 1,974 (3,467) 254
---------- ---------- ---------- -------- -------- -----------
251,260 2,462,279 633,590 158,102 213,066 3,718,297
---------- ---------- ---------- -------- -------- -----------
Deductions from net assets
attributed to:
Participant benefits 96,459 247,186 67,271 20,675 431,591
Life insurance premiums 406 7,360 7,766
Net participant loan activity (2,762) (7,007) 1,410 (111) 8,470
Interfund transfers (335,777) 45,348 96,517 (19,070) 212,982
Unrealized (appreciation)
depreciation of investment 170,173 170,173
---------- ---------- ---------- -------- -------- -----------
(242,080) 285,933 165,198 171,667 228,812 609,530
---------- ---------- ---------- -------- -------- -----------
Net increase (decrease) 493,340 2,176,346 468,392 (13,565) (15,746) 3,108,767
Net assets at beginning of year 2,051,056 5,567,301 2,290,273 565,806 133,774 10,608,210
---------- ---------- ---------- -------- -------- -----------
Net assets at end of year $2,544,396 $7,743,647 $2,758,665 $552,241 $118,028 $13,716,977
========== ========== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------------------------------------------------------
December 31, 1994
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Fund Other Total
- --------------------------------------------------------------------------------------------------------------------------
Additions to net assets
attributed to:
Net investment income $154,809 $1,975 $(45,436) $13,557 $1,629 $126,534
Participant contributions 87,907 462,736 204,946 135,591 891,180
Employer contributions 70,338 236,483 90,915 59,193 7,360 464,289
Transfers in from
Subsidiaries Plan
Rollovers 2,777 39,578 39,319 2,000 83,674
Increase (decrease) in cash
surrender value of insurance
contracts (528) (528)
Other (638) (39) (677)
---------- ---------- ---------- -------- -------- -----------
315,193 740,772 289,744 210,341 8,422 1,564,472
---------- ---------- ---------- -------- -------- -----------
Deductions from net assets
attributed to:
Participant benefits 1,349,868 467,609 152,807 21,600 1,991,884
Life insurance premiums 1,606 3,287 2,158 36 7,087
Net participant loan activity 877 (13,250) 2,460 (931) 10,844
Interfund transfers 567,690 (517,143) (40,627) (29,334) 19,414
Unrealized (appreciation)
depreciation of investment (39,855) (39,855)
---------- ---------- ---------- -------- -------- -----------
1,920,041 (59,497) 114,640 (46,362) 30,294 1,959,116
---------- ---------- ---------- -------- -------- -----------
Net increase (decrease) (1,604,848) 800,269 175,104 256,703 (21,872) (394,644)
Net assets at beginning of year 3,655,904 4,767,032 2,115,169 309,103 155,646 11,002,854
---------- ---------- ---------- -------- -------- -----------
Net assets at end of year $2,051,056 $5,567,301 $2,290,273 $565,806 $133,774 $10,608,210
========== ========== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements.
3
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Notes to Financial Statements
December 31, 1995 and 1994
- ------------------------------------------------------------------------------
1. Description of Plan
The following description of the Quaker Chemical Corporation Profit
Sharing and Retirement Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan for all employees of the Quaker
Chemical Corporation (the "Company") except for employees compensated in
whole or in part by commissions on sales. Eligible employees, including
employees compensated in whole or in part by commissions on sales, may
choose to make elective contributions to the Plan on a "before tax"
basis. Effective July 1, 1995 the profit sharing plan of AC Products,
Inc., a subsidiary of Quaker Chemical Corporation, was merged into the
Company's Plan. The Plan is administered by a six-member committee
appointed by the Company's Board of Directors.
Employees become eligible for participation in the Plan after one year
of service as defined by the Plan. Plan participants are immediately
vested in their account balance. All administrative expenses of the Plan
are paid by the Company.
Contributions
The Company's Board of Directors, at its discretion, determines the
amount, if any, of the contribution to the Plan for each Plan year. No
contribution was made by the Company for the 1995 Plan year. The
Company's 1994 profit sharing contribution was $367,569 and was based on
the level of domestic company profit from operations (as defined) versus
the target profit. The target profit is determined as the average of the
prior three years' domestic company profit from operations (as defined)
increased by 15%.
Participants of the Plan may elect to contribute any whole percentage of
their compensation, up to 8%, during the year. Each year, the Company
makes a matching contribution of $150 for each whole percentage of the
participant's compensation contributed to the Plan during the Plan year,
providing that the Company's matching contribution for each individual
participant does not exceed $450 in any calendar year.
Payment of Benefits
Participants are entitled to receive their account balance upon
retirement or termination from the Company.
In the event of Plan termination, the Plan provides that the assets
shall continue to be held by the Trustees (currently, CoreStates Bank,
N.A. and Principal Financial Group, "PFG") for normal distribution.
4
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Notes to Financial Statements
December 31, 1995 and 1994 (continued)
- ------------------------------------------------------------------------------
Investment Options
Participants in the Plan may elect to invest their pro-rata share of the
Company's contribution in any of the following pooled investment funds
of PFG: Guaranteed Interest, U.S. Stock and/or Bond and Mortgage.
Participants may also elect to invest in Quaker Chemical Corporation
common stock.
The Plan includes a provision whereby PFG, if so instructed by the Plan
administrator, shall invest an amount less than 50% of the employer's
current contribution allocable to each participant for the year in whole
life insurance contracts. These contracts are owned by PFG and may be
borrowed against by PFG. The Plan is the sole beneficiary of the
contracts.
Investment Income
PFG, a Plan trustee, is unable to separately report interest and
dividends and net appreciation (depreciation) in the market value of
investments. Therefore, all such amounts are included in net investment
income.
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
Investments
Investments in pooled investment funds are valued at the Plan's pro rata
share of the market value of the funds. Market value is determined using
the daily net asset value quoted by the trustee based on the published
market prices of the underlying securities in the funds. The market
value of Quaker Chemical stock is based on the closing price as listed
on the NASDAQ Stock Market.
3. Participant Loans Receivable
At December 31, 1995 and 1994, outstanding loans were $4,960 and $15,970
with an original principal of $45,900 and $42,900, respectively.
Interest rates on loans approximate the prime rate in effect at loan
inception. The Plan has certain limitations on loans that can be made to
Plan participants. Participants should refer to the Plan document for a
complete description of these limitations.
5
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Notes to Financial Statements
December 31, 1995 and 1994 (continued)
- ------------------------------------------------------------------------------
4. Tax Status of the Plan
The Plan has received a tax determination letter from the Internal
Revenue Service dated August 18, 1995 indicating that the Plan is a
qualified plan under Section 401 of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and
is currently being operated in compliance with the applicable
requirements of the IRC. Accordingly, no provision for income taxes has
been recorded in the financial statements.
5. Subsequent Event
Effective March 1, 1996 the Plan was amended such that any eligible
employee shall be eligible to become a plan participant and make
elective contributions on the first day of the month following
employment commencement, unless the employee is hired on the first day
of the month in which case the employee shall be eligible immediately.
Prior to the amendment, elective contributions were permitted after one
year of service (See Note 1).
6
Profit Sharing and Retirement Savings Plan Schedule I
of Quaker Chemical Corporation
Schedule of Assets Held for Investment
December 31, 1995
- -------------------------------------------------------------------------------------------------------------------
Units of Interest Market
participation Description rate Maturity value Cost
- -------------------------------------------------------------------------------------------------------------------
Principal Mutual Life Pooled Investment Funds:
2,544,396 Guaranteed Interest Fund various 2/29/96 - 2/29/00 $2,544,396 *
31,531 U.S. Stock Funds n/a n/a 7,743,647 *
6,902 Bond and Mortgage Fund n/a n/a 2,758,665 *
Quaker Chemical Corporation
39,240 Common Stock n/a n/a 552,241 $737,037
----------- --------
$13,598,949 $737,037
=========== ========
* Results are maintained on a contract and fair market value basis, therefore,
cost basis information is not available.
7
Profit Sharing and Retirement Savings Plan of Schedule II
Quaker Chemical Corporation
Item 30d Form 5500 - Schedule of Reportable Transactions*
Year Ended December 31, 1995
- ----------------------------------------------------------------------------------------------------------------------------------
Current
value of
Description of Number of Purchase Selling Lease Expense Cost of transaction Net gain
Party Involved asset transactions price price rental incurred asset date or (loss)
Series of
transactions:
Principal Mutual
Life Insurance Co. U.S. Stock Fund 44 $ 999,809 - - - $999,809 $999,809 -
U.S. Stock Fund 27 - $542,434 - - 362,800 542,434 $179,634
Principal Mutual
Life Insurance Co. Guaranteed Interest
Fund 37 1,196,320 - - - 1,196,320 1,196,320 -
Guaranteed Interest
Fund 21 - 788,855 - - 788,855 788,855 -
Principal Mutual
Life Insurance Co. Bond and Mortgage
Fund 34 327,602 - - - 327,602 327,602 -
Bond and Mortgage
Fund 23 - 203,276 - - 162,142 203,276 41,134
* Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1994
as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
This schedule was prepared from data certified by Principal Mutual Life Insurance Company.
8
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee which acts as Plan Administrator has duly caused this
Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
QUAKER CHEMICAL CORPORATION PROFIT
SHARING AND RETIREMENT SAVINGS PLAN
July 12, 1996 /s/ Irving H. Tyler
--------------------------
Irving H. Tyler,
Chairman of the Committee
July 12, 1996 /s/ Richard J. Fagan
--------------------------
Richard J. Fagan,
Member of the Committee
July 12, 1996 /s/ Donald F. Fahey
--------------------------
Donald F. Fahey,
Member of the Committee
July 12, 1996 /s/ Kevin M. Jarrett
--------------------------
Kevin M. Jarrett,
Member of the Committee
July 12, 1996 /s/ Joseph C. Hudson
--------------------------
Joseph C. Hudson,
Member of the Committee
July 12, 1996 /s/ Howard Wilson
-------------------------
Howard Wilson,
Member of the Committee
9
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-54158) of the Quaker Chemical Corporation Profit
Sharing and Retirement Savings Plan of our report dated April 26, 1996,
appearing on page 1 of the Annual Report of the Quaker Chemical Corporation
Profit Sharing and Retirement Savings Plan on Form 11-K for the year ended
December 31, 1995.
Price Waterhouse LLP
Philadelphia, Pennsylvania
July 12, 1996
