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PROSPECTUS
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[LOGO] QUAKER CHEMICAL
CORPORATION
500,000 SHARES
OF
COMMON STOCK
($1.00 PAR VALUE)
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QUAKER CHEMICAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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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."
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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.
The date of this Prospectus is May 21, 1997.
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.
2
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.
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.
3
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
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.
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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 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.
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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).
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.
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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 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.
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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 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 from 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."
8
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.
9
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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 QUAKER CHEMICAL
AN OFFER TO BUY ANY OF THESE CORPORATION
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 QUAKER CHEMICAL CORPORATION
IMPLICATION THAT THERE HAS BEEN NO DIVIDEND REINVESTMENT AND
CHANGE IN THE FINANCIAL CONDITION STOCK PURCHASE PLAN
AND AFFAIRS OF THE COMPANY SINCE
THE DATE OF THIS PROSPECTUS.
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TABLE OF CONTENTS 500,000 SHARES
COMMON STOCK
PAGE
----
Available Information ........... 2 PROSPECTUS
Incorporation of Certain
Document by Reference ......... 2 ----------
The Company ..................... 3
Use of Proceeds ................. 3
The Plan ........................ 3
Purpose and Description of
the Plan ...................... 3
Advantages to Participants ...... 3
Administration .................. 4
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 ..... 6
Requesting the Issuance of
a Certificate ................. 6
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.. 8
The Company's Capital Stock ..... 9
Legal Matters ................... 9
Experts ......................... 9 MAY 21, 1997
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