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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12.
Quaker Chemical Corporation
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(Name of Registrant as Specified In Its Charter)
Quaker Chemical Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
Previously paid on March 29, 1994.
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[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Footnote-1)
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken Pennsylvania 19428-0809 USA
Karl H. Spaeth
Vice President and Corporate Secretary
Telephone: 610-832-4112
Facsimile: 610-832-4494
11 April 1994
To Shareholders of Quaker Chemical Corporation
This letter refers to our Notice of Annual Meeting of
Shareholders and Proxy Statement dated March 31, 1994 (the
"Materials"). On page 9 of the Materials there is a chart that
bears the caption "LONG-TERM INCENTIVE PLAN -- AWARDS LAST YEAR."
Certain information included in the chart relating to Messrs. Peter
A. Benoliel and Sigismundus W. W. Lubsen is incorrect. Although we
do not regard the errors as material, we have decided to provide
you with a revised chart, which is printed on the reverse side of
this letter.
If you have already returned your Proxy and if, after
reviewing the revised chart, you wish to change your vote, you may
do so by submitting a new Proxy. A new Proxy may be obtained for
this purpose by calling Ms. Kathleen Mague, Assistant Secretary,
toll free, or by making this request by facsimile or letter, as
follows:
By telephone: 1-800-523-7010
Extension 4419
By facsimile: (610) 832-4494
By letter: Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428.
Upon receiving your request, we will promptly mail you another
Proxy. To be counted, the Proxy must be received prior to the
Annual Meeting scheduled for May 4, 1994.
Yours very truly,
/s/ Karl H. Spaeth
QUAKER CHEMICAL CORPORATION
PROXY STATEMENT DATED MARCH 31, 1994
REVISION TO CHART ON PAGE 9
LONG-TERM INCENTIVE PLAN -- AWARDS LAST YEAR
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLAN
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(a) (b) (c) (d) (e) (f)
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#)(1) PAYOUT ($ OR #)(2) ($ OR #)(2) ($ OR #)(2)
---- ------------- ------------- ----------- ----------- -----------
Peter A. Benoliel 15,000 1993 through 1996 $0.00 $320,000 $640,000
Sigismundus
W. W. Lubsen 20,000 1993 through 1996 0.00 422,500 845,000
Marcus C. J. Meijer 15,000 1993 through 1996 0.00 315,000 630,000
John E. Burrows, Jr. 12,500 1993 through 1996 0.00 262,500 525,000
Ira R. Dolich 6,000 1993 through 1996 0.00 126,000 252,000
(1) Performance Incentive Units
(2) The value on maturation of a performance incentive unit is determined
by performance over a four (4) year period as plotted on a grid defined
by two axes; one axis sets forth variable rates of return on equity,
and one axis sets forth variable rates of income before tax as a
percentage of sales. Each performance unit is issued at the value of
the stock price of incentive stock options ($21.00, except as to
certain options granted to Messrs. Benoliel and Lubsen where the
option price is $22.00), and the 1993 performance unit grid results in
a zero payout for performance of less than 9% return on equity and less
than 7% income before tax as a percentage of sales. A payout of $21.00
per unit (or $22.00 per unit as to certain units granted to Messrs.
Benoliel and Lubsen) will be made if performance reaches the target,
and a payout of $42.00 per unit (or $44.00 per unit as to certain units
granted to Messrs. Benoliel and Lubsen) will be made if performance
reaches the maximum of the measurement scale. While it is difficult to
calculate the amount of any future payments using an example where a
return on equity is 10% and income before tax as a percentage of sales
is less than 7%, a minimum payment of $16,000, $21,125, $15,750, and
$13,125 would be payable to Messrs. Benoliel, Lubsen, Meijer, and
Burrows, respectively. Mr. Dolich retired on December 31, 1993 and
will be eligible to receive a 25% pro rata share of the actual future
minimum payout, currently estimated to be nil.
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