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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, 1993
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
INDEX TO THE FINANCIAL STATEMENTS
PAGE(S)
-------
Report of independent accountants 1
Statement of net assets available for benefits at
December 31, 1993 and 1992 2
Statement of changes in net assets available for
benefits for the years ended December 31, 1993 and 1992 3
Notes to financial statements 4-6
SCHEDULES
I. - Schedule of assets held for investment at December 31, 1993 7
II. - Schedule of reportable transactions 8-9
Price Waterhouse [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
May 6, 1994
To the Participants and Administrator;
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
In our opinion, the accompanying statements of net assets available for
benefits and the related statements 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 (the Plan) at December 31, 1993 and 1992
and the changes in the 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
Administrator; 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 audit was made 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. Such information has
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
PRICE WATERHOUSE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF
QUAKER CHEMICAL CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
--------------------------------------------------------------
QUAKER
CHEMICAL
CORPORATION
GUARANTEED U.S. BOND AND COMMON
INTEREST STOCK MORTGAGE STOCK
FUND FUND FUND FUND OTHER TOTAL
---------- ---------- ---------- -------- -------- -----------
Investments at
fair value:
Common Stock
Fund $4,767,032 $309,103 $5,076,135
Bond and
Mortgage
Fund $2,115,169 2,115,169
---------- ---------- -------- -----------
4,767,032 2,115,169 309,103 7,191,304
Deposit with
Insurance
company
at contract
value $3,655,904 3,655,904
Participant
notes
receivable $25,275 25,275
Cash surrender
value of life
Insurance
contracts 130,371 130,371
---------- ---------- ---------- -------- -------- -----------
3,655,904 4,767,032 2,115,169 309,103 155,646 11,002,854
Employer
contribution
receivable
---------- ---------- ---------- -------- -------- -----------
Net assets
available for
benefits $3,655,904 $4,767,032 $2,115,169 $309,103 $155,646 $11,002,854
========== ========== ========== ======== ======== ===========
DECEMBER 31, 1992
--------------------------------------------------------------
QUAKER
CHEMICAL
CORPORATION
GUARANTEED U.S. BOND AND COMMON
INTEREST STOCK MORTGAGE STOCK
FUND FUND FUND FUND OTHER TOTAL
---------- ---------- ---------- -------- -------- -----------
Investments at
fair value:
Common Stock
Fund $3,669,432 $3,669,432
Bond and
Mortgage
Fund $1,779,082 1,779,082
---------- ---------- -----------
3,669,432 1,779,082 5,448,514
Deposit with
Insurance
company at
contract
value $4,316,233 4,316,233
Participant
notes
receivable $ 47,688 47,688
Cash surrender
value of life
Insurance
contracts 134,129 134,129
---------- ---------- ---------- -------- -------- -----------
4,316,233 3,669,432 1,779,082 181,817 9,946,564
Employer
contribution
receivable 112,803 133,593 47,982 $ 38,782 333,160
---------- ---------- ---------- -------- -------- -----------
Net assets
available for
benefits $4,429,036 $3,803,025 $1,827,064 $ 38,782 $181,817 $10,279,724
========== ========== ========== ======== ======== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Page 2
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF
QUAKER CHEMICAL CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
--------------------------------------------------------------
QUAKER
CHEMICAL
CORPORATION
GUARANTEED U.S. BOND AND COMMON
INTEREST STOCK MORTGAGE STOCK
FUND FUND FUND FUND OTHER TOTAL
---------- ---------- ---------- -------- -------- -----------
Additions to
net assets
attributed to:
Net invest-
ment income $ 230,806 $ 424,297 $ 217,749 $ 9,567 $ 2,784 $ 885,203
Participant
contributions 103,134 418,463 181,851 158,588 862,036
Employer
contributions 22,773 50,121 26,166 19,241 118,301
Rollovers 64,439 7,144 19,523 91,106
Increase
(decrease)
in cash sur-
render value
of insurance
contracts (3,758) (3,758)
Other (385) 272 (347) 1,025 (4,882) (4,317)
---------- ---------- ---------- -------- -------- -----------
356,328 957,592 432,563 207,944 (5,856) 1,948,571
---------- ---------- ---------- -------- -------- -----------
Deductions from
net assets
attributed to:
Participant
benefits 427,076 180,590 523,555 21,313 1,152,534
Life Insurance
premiums 10,589 10,589
Net partici-
pant loan
activity (26,397) 10,117 (1,486) (2,549) 20,315
Interfund
transfers 718,192 (197,122) (377,611)(143,459)
Unrealized de-
preciation of
investment 62,318 62,318
---------- ---------- ---------- -------- -------- -----------
1,129,460 (6,415) 144,458 (62,377) 20,315 1,225,441
---------- ---------- ---------- -------- -------- -----------
Net increase
(decrease) (773,132) 964,007 288,105 270,321 (26,171) 723,130
Net assets at
beginning of
year 4,429,036 3,803,025 1,827,064 38,782 181,817 10,279,724
---------- ---------- ---------- -------- -------- -----------
Net assets at
end of year $3,655,904 $4,767,032 $2,115,169 $309,103 $155,646 $11,002,854
========== ========== ========== ======== ======== ===========
DECEMBER 31, 1992
--------------------------------------------------------------
QUAKER
CHEMICAL
CORPORATION
GUARANTEED U.S. BOND AND COMMON
INTEREST STOCK MORTGAGE STOCK
FUND FUND FUND FUND OTHER TOTAL
---------- ---------- ---------- -------- -------- -----------
Additions to
net assets
attributed to:
Net invest-
ment income $ 369,590 $ 339,973 $ 150,567 $ 5,341 $ 865,471
Participant
contributions
Employer
contributions 112,803 133,593 47,982 $ 38,782 333,160
Rollovers
Increase
(decrease)
in cash sur-
render value
of insurance
contracts (13,348) (13,348)
Other
---------- ---------- ---------- -------- -------- -----------
482,393 473,566 198,549 38,782 (8,007) 1,185,283
---------- ---------- ---------- -------- -------- -----------
Deductions from
net assets
attributed to:
Participant
benefits 939,139 1,094,053 209,326 2,242,518
Life Insurance
premiums 10,589 592 148 11,329
Net partici-
pant loan
activity 4,525 19,429 (5,359) (18,595)
Interfund
transfers 3,002 (60,366) 57,364
Unrealized de-
preciation of
investment
---------- ---------- ---------- -------- -------- -----------
957,255 1,053,708 261,479 (18,595) 2,253,847
---------- ---------- ---------- -------- -------- -----------
Net increase
(decrease) (474,862) (580,142) (62,930) 38,782 10,588 (1,068,564)
Net assets at
beginning of
year 4,903,898 4,383,167 1,889,994 171,229 11,348,288
---------- ---------- ---------- -------- -------- -----------
Net assets at
end of year $4,429,036 $3,803,025 $1,827,064 $38,782 $181,817 $10,279,724
========== ========== ========== ======== ======== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Page 3
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF
QUAKER CHEMICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF PLAN:
The following description of the Quaker Chemical Corporation (the
"Company") Profit Sharing and Retirement Savings Plan (the "Plan")
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General:
The Plan is a defined contribution plan for all employees of the Company
except for employees compensated in whole or in part by commissions on
sales. Effective January 1, 1993, the Plan was amended and renamed the
Profit Sharing and Retirement Savings Plan of Quaker Chemical
Corporation. Eligible employees, including employees compensated in
whole or in part by commissions on sales, may now choose to make
elective contributions to the Plan on a "before tax" basis. Effective
June 1, 1993, employees of the Company's manufacturing facility in
Detroit, Michigan who are members of the United Automobile Workers'
Union Number 174, are now eligible to participate in the new employee
contribution feature (and related Company matching contribution feature)
of the Plan as described above. Such employees were previously not
eligible to participate in the Plan; such employees continue to be
ineligible to receive benefits under the profit sharing feature of the
Plan. The Plan is administered by a six-member committee appointed by
the Board of Directors.
Employees become eligible for participation in the Plan after one year
of service as defined by the Plan. Plan participants shall at all times
be fully vested in their account. All administrative expenses 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. The
Company's 1992 profit sharing contribution 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%. No contribution was made by the Company for the 1993
Plan year.
Participants of the Plan may elect to contribute any whole percentage of
their compensation, up to 8%, during the year. Each year, the Company
will make a matching contribution of an amount equal to $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.
Page 4
Payment of Benefits:
Members are entitled to receive, two years in the future, up to 100% of
the profit sharing amount contributed on their behalf for the current
Plan year. As of January 1, 1994, this payment option will no longer be
available to members.
In the event of Plan termination, the Plan provides that the assets
shall continue to be held by the Trustee (currently, Principal Mutual
Life Insurance Company, "PML") for normal distribution.
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 PML: Guaranteed Interest, United States Stock and/or Bond and
Mortgage and effective January 1, 1993, Quaker Chemical Corporation
Common Stock. Participants were also able to invest their pro-rata share
of the Company's 1992 contribution which was made on March 1, 1993 in
Quaker Chemical Corporation common stock.
The Plan includes a provision whereby PML, 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 PML and may be
borrowed against by PML. The Plan is the sole beneficiary of the
contracts.
NOTE 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 exchange.
NOTE 3 -- BENEFIT OBLIGATIONS:
Benefit obligations represent requested withdrawals which had not been
paid as of the Plan year end and have been reflected as liabilities in
the Form 5500. As of December 31, 1993 and 1992, such amounts were
$95,195 and $358,975.
Page 5
NOTE 4 -- PARTICIPANT LOANS RECEIVABLE:
At December 31, 1993 and 1992, the outstanding loans amounted to $25,275
and $47,688 with an original principal of $47,100 and $75,725,
respectively, and with interest rates approximating 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 agreement for a complete description of these limitations.
NOTE 5 -- TAX STATUS OF THE PLAN:
Tax determination letters have been received from the Internal Revenue
Service for the Plan and all Plan amendments through December 31, 1988
indicating that the Profit Sharing and Retirement Savings Plan of Quaker
Chemical Corporation is a qualified plan under Section 401 of the
Internal Revenue Code. Quaker Chemical is preparing a request for a tax
determination letter for the January 1, 1993 Plan amendment which is to
be filed with the Internal Revenue Service in 1994.
Page 6
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF QUAKER CHEMICAL CORPORATION
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
UNITS OF INTEREST MARKET
PARTICIPATION DESCRIPTION RATE MATURITY VALUE COST
- - ------------- ----------- -------- -------- ------ ----
Principal Mutual
Life Pooled
Investment Funds:
3,655,904 Guaranteed various 2/28/94 $ 3,655,904+
Interest Fund 2/28/98 *
25,911 U.S. Stock Fund N/A N/A 4,767,032+ *
6,143 Bond and
Mortgage Fund N/A N/A 2,115,169+ *
17,771 Quaker Chemical
Corporation
Common Stock Fund 309,103 $371,421
----------- --------
$10,847,208 $371,421
=========== ========
*RESULTS ARE MAINTAINED ON A CONTRACT AND FAIR MARKET VALUE BASIS,
THEREFORE, COST BASIS INFORMATION IS NOT AVAILABLE.
+REPRESENTS GREATER THAN 5% OF NET ASSETS AVAILABLE FOR BENEFITS.
Page 7
SCHEDULE II
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF
QUAKER CHEMICAL CORPORATION
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
FUND/TYPE OF TRANSACTION AMOUNT DATE OF TRANSACTION
------------------------ ------ -------------------
Transfers to Guaranteed Fund $ 219,683.56 01/04/93
901,688.92 03/01/93
1,798.31 05/11/93
29.10 10/01/93
-------------
$1,123,199.89
=============
Transfers from Guaranteed Fund 254,853.17 01/04/93
1,570,186.96 03/01/93
216.28 03/30/93
12,832.31 05/11/93
3,742.74 06/01/93
281.24 10/01/93
656.15 11/09/93
-------------
$1,842,768.85
=============
Contributions to U.S. Stock Fund 35,477.29 01/29/93
26,963.56 02/26/93
159,641.69 03/01/93
68,721.65 03/31/93
34,745.62 04/30/93
36,003.45 06/01/93
3,983.59 06/03/93
37,254.26 06/30/93
39,869.55 08/02/93
3,534.81 08/13/93
57,332.15 08/19/93
39,005.50 08/31/93
38,769.92 09/30/93
580.35 10/12/93
36,443.16 11/01/93
36,366.19 11/30/93
3,572.12 12/14/93
34,979.76 12/31/93
-------------
$ 693,244.62
=============
Page 8
SCHEDULE II
PROFIT SHARING AND RETIREMENT SAVINGS PLAN OF
QUAKER CHEMICAL CORPORATION
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
FUND/TYPE OF TRANSACTION AMOUNT DATE OF TRANSACTION
------------------------ ------ -------------------
Transfers to U. S. Stock Fund $ 54,183.64 01/04/93
420,729.34 03/01/93
109.21 03/30/93
3,936.86 04/01/93
8,893.18 05/11/93
1,569.18 06/01/93
11,561.11 10/01/93
4,892.06 11/01/93
1,278.03 11/09/93
6,838.50 12/01/93
4,017.53 12/31/93
-----------
$518,008.64
===========
Payments from Bond & 34,679.18 02/10/93
Mortgage Fund 31,491.24 02/14/93
8,933.11 02/15/93
1,228.10 02/16/93
5,440.67 02/18/93
4,945.45 02/21/93
1,760.15 02/23/93
574.83 05/18/93
2,980.57 05/20/93
4,791.79 09/20/93
4,175.39 09/22/93
705.14 11/04/93
125.20 11/23/93
421,724.67 12/02/93
-----------
$523,555.49
===========
Page 9
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
JOHN J. CAVANAUGH III
October 25, 1994 ----------------------------------
John J. Cavanaugh III,
Chair of the Committee
October , 1994 ----------------------------------
Joseph R. Bowen,
Member of the Committee
RICHARD J. FAGAN
October 25, 1994 ----------------------------------
Richard J. Fagan,
Member of the Committee
DONALD FAHEY
October 25, 1994 ----------------------------------
Donald Fahey,
Member of the Committee
October , 1994 ----------------------------------
Joseph C. Hudson,
Member of the Committee
KEVIN M. JARRETT
October 25, 1994 ----------------------------------
Kevin M. Jarrett,
Member of the Committee
JOAN M. McCORMICK
October 25, 1994 ----------------------------------
Joan M. McCormick,
Member of the Committee
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 May 6,
1994, 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, 1993.
Price Waterhouse LLP
Philadelphia, Pennsylvania
October 26, 1994