View:
As filed with the Securities and Exchange Commission on January 17, 1997
Registration No. 333-________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
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)
------------------------------
Copy to:
Ramon R. Obod, Esquire
Fox, Rothschild, O'Brien & Frankel
2000 Market Street
10th Floor
Philadelphia, PA 19103
------------------------------
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
Title of offering aggregate Amount of
Securities to be Amount to be price offering registration
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 JANUARY 17, 1997
PROSPECTUS
- ----------
QUAKER CHEMICAL CORPORATION
Dividend Reinvestment and Direct Common 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 Direct Common
Stock Purchase Plan (the "Plan").
Shares of Common Stock offered hereby will, at the option of the Company,
represent newly issued shares, shares held in the treasury of the Company or
shares purchased in the open market by an independent agent of the Company.
If issuing newly issued or treasury shares, 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. If the Common Stock
is purchased in the open market, the price will be the prevailing market price
at the time of purchase. 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 January __, 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 Quarterly Report on Form 10-Q for the fiscal quarters ended
March 31, June 30, and September 30, 1996;
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; and
(c) 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
2
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.
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. The Company will not receive
any net proceeds from the sale of shares of Common Stock which are acquired
pursuant to the Plan in the open market. 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 low-cost way for new investors to make an initial
investment in the Common Stock of the Company and to allow existing
shareholders an economical way 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
obtain or increase their holdings of Common Stock either through initial
investment, the reinvestment of dividends, or through optional cash purchases
without brokerage commissions or transaction expenses.
Persons not presently owning shares of Common Stock may become Participants by
making an initial cash investment of at least $300.00 but no more than the
maximum in any calendar year of $24,000.00 to purchase shares under the Plan.
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.
3
The Participant may withdraw his or her 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 purchase and 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, whether or not a holder of record of shares of Common
Stock of the Company, 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.
ENROLLMENT PROCEDURES
Participants who are Shareholders of Record
A registered holder of the Company's Common Stock not currently enrolled in
the Plan, may commence reinvestment of dividends by returning the enrollment
form to the Plan Administrator. Shareholders of record may also choose to
send in an optional cash purchase for at least $300.00, but not more than the
maximum in any calendar year of $24,000.00 (see "Methods of Investment"). If
you are already a registered shareholder, your account registration appears on
the form, and you should be sure to sign exactly as your name appears on your
stock certificates.
Initial Investments for Persons Who Do Not
Presently Own Shares of Common Stock
If you are not already a registered shareholder of the Company and wish to
become a shareholder and Participant in the Plan, it will be necessary for you
to enclose an initial investment with an enrollment form to commence purchases.
Initial cash payments may be in any amount not less than $300.00 nor
4
more than $24,000.00 and must accompany the form. All initial cash
payments should be made by check or money order 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 mailed to the Plan Administrator at the address listed on the
enrollment form.
DIVIDEND PAYMENT OPTIONS
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 of the Company.
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 once in any calendar business week (Monday
through Friday) in any amount not less than $300.00 (in U.S. dollars), subject
to the annual maximum of $24,000.00. If you are not a registered shareholder
and are a first-time investor, the initial investment must be for at least
$300.00 and cannot exceed the $24,000.00 annual maximum.
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 $300.00 with an annual maximum Optional Cash
Purchase limit of $24,000.00 applies.
5
INVESTMENT DATE AND PRICING
The Company may issue newly issued or treasury shares pursuant to the Plan or
it may obtain the shares of Common Stock to be issued under the Plan from open
market purchases. If making open market purchases, on the 15th day of each
month (the "Investment Date"), the Plan Administrator will attempt to purchase
Common Stock of the Company at prevailing market prices in the open market
through a registered broker-dealer.
The Plan Administrator will commingle all funds received from Participants
whether from initial investments or Optional Cash Purchases from registered
shareholders and 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 Investment Date. If the
15th day of the month 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 week's Optional Cash
Purchases, the dividend payment date will be the Investment Date.
Shares purchased for a Participant with respect to a particular Investment
Date will be credited to a Participant's account at the average price per
share of all shares purchased.
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.
Funds received from automatic monthly withdrawals will be invested only on
the last Investment Date (the "Last Investment Date") of each month.
Participants' accounts will be debited two business days preceding the Last
Investment Date. Optional Cash Purchases not received before two business
days preceding an Investment Date will not be invested until the next
succeeding Investment Date, generally in the following week after receipt.
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 and any brokerage fees
or commissions in connection with the purchase of Common Stock, 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
his or her 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.
6
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/sale 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 of the Company, 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 his
or her 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 dividends will be reinvested for the
applicable dividend, and the account will not be closed out 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 his or her 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
Plan 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.
7
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 in the Plan 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
8
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.
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.
A Participant reinvesting cash dividends or making a supplemental cash
payment under the Plan will also be treated as having received a distribution
(taxable in the manner described above for Participants reinvesting
dividends) equal to the Participant's pro rata share of brokerage fees or
commissions, if any, paid by the Company upon the purchase of shares under
the Plan. Participants, however, 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 IRS will agree with this position. The Company has no
present plans to seek a ruling from the IRS 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, increased
9
by the amount of related brokerage fees or commissions, if any, treated as a
distribution of additional compensation to the Participant. 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 his or her 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 his or her 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 8,593,569 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, 2000 Market
Street, Philadelphia, PA 19103. Alex Satinsky, a director of the Company, is
a partner in such law firm.
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, 1995, 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.
10
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION ............................................. 2
INCORPORATION OF CERTAIN DOCUMENTS 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
DIVIDEND PAYMENT OPTIONS .......................................... 5
METHODS OF INVESTMENT ............................................. 5
INVESTMENT DATE AND PRICING ....................................... 6
COSTS TO PARTICIPANTS ............................................. 6
SHARE SAFEKEEPING ................................................. 6
REPORTS TO PARTICIPANTS CONCERNING ACCOUNT STATUS ................. 7
REQUESTING THE ISSUANCE OF A CERTIFICATE .......................... 7
SELLING SHARES THROUGH THE PLAN ................................... 7
TERMINATION OF PARTICIPATION ...................................... 7
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING .................... 7
IMPORTANT TERMS AND CONDITIONS .................................... 8
LIMITATION OF LIABILITY ........................................... 9
FEDERAL INCOME TAX CONSEQUENCES ................................... 9
THE COMPANY'S CAPITAL STOCK ....................................... 10
LEGAL MATTERS ..................................................... 10
EXPERTS ........................................................... 10
11
QUAKER CHEMICAL CORPORATION
--------------------
Dividend Reinvestment and Direct Common 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.
II-1
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.
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-Q as filed by the Company for the quarter ended March 31, 1987.
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.
II-2
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.
23-1 Consent of Price Waterhouse LLP.
23-2 Consent of Fox, Rothschild, O'Brien & Frankel (See Exhibit 5-1).
99-1 Enrollment Forms for the Dividend Reinvestment and Direct Common 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 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
II-3
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-4
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Conshohocken, Commonwealth of Pennsylvania on the
18th day of December, 1996.
QUAKER CHEMICAL CORPORATION
By: /s/ RONALD J. NAPLES
--------------------------------
Ronald J. Naples
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
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 December 18, 1996
- ---------------------------- Executive Officer
Ronald J. Naples and a Director
/s/ THOMAS F. KIRK Vice President and December 18, 1996
- ---------------------------- Chief Financial Officer
Thomas F. Kirk
/s/ PETER A. BENOLIEL Chairman of the December 18, 1996
- ---------------------------- Board of Directors
Peter A. Benoliel
/s/ JOSEPH B. ANDERSON, JR. Director December 18, 1996
- ----------------------------
Joseph B. Anderson, Jr.
/s/ PATRICIA C. BARRON Director December 18, 1996
- ----------------------------
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR Director December 18, 1996
- ----------------------------
William L. Batchelor
/s/ LENNOX K. BLACK Director December 18, 1996
- ----------------------------
Lennox K. Black
/s/ EDWIN J. DELATTRE Director December 18, 1996
- ----------------------------
Edwin J. Delattre
II-5
/s/ ROBERT P. HAUPTFUHRER Director December 18, 1996
- ----------------------------
Robert P. Hauptfuhrer
/s/ FREDERICK HELDRING Director December 18, 1996
- ----------------------------
Frederick Heldring
/s/ ROBERT H. ROCK Director December 18, 1996
- ----------------------------
Robert H. Rock
/s/ ALEX SATINSKY Director December 18, 1996
- ----------------------------
Alex Satinsky
II-6
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
5-1 Opinion of Fox, Rothschild, O'Brien & Frankel
23-1 Consent of Price Waterhouse LLP
23-2 Consent of Fox, Rothschild, O'Brien & Frankel
(See Exhibit 5-1)
99-1 Enrollment Forms for the Dividend Reinvestment
and Direct Common Stock Purchase Plan
=========
| FRO&F | Fox, Rothschild, O'Brien & Frankel
=========
Attorneys at Law Founded 1907
* * *
2000 Market Street, Tenth Floor
Philadelphia, PA 19103-3291
(215) 299-2000 FAX (215) 299-2150
frof2000@frof2000.com
January 16, 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, $1.00 par value, (the "Plan Shares")
pursuant to the Company's Dividend Reinvestment and Direct Common 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
FOX, ROTHSCHILD, O'BRIEN & FRANKEL
Exhibit 5-1
(and 23-2)
EXTON, PA o LANSDALE, PA o LAWRENCEVILLE, NJ o PHILADELPHIA, PA
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 21, 1996, which appears on page 29 of the 1995 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, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
January 15, 1997
QUAKER CHEMICAL CORPORATION
DIVIDEND REINVESTMENT AND DIRECT COMMON STOCK PURCHASE PLAN
STOCK PURCHASE INITIAL INVESTMENT FORM
I WISH TO MAKE MY INITIAL PURCHASE OF COMMON STOCK OF THE ABOVE NAMED
ISSUER, PURSUANT TO THE ISSUER'S DIVIDEND REINVESTMENT AND DIRECT COMMON
STOCK PURCHASE PLAN (THE "PLAN"). I CERTIFY THAT I AM NOT CURRENTLY THE
OWNER OF ANY COMMON STOCK OF SAID ISSUER AND THAT I HAVE RECEIVED A COPY
OF THE PROSPECTUS RELATING TO THE PLAN.
ATTACHED IS A CHECK FOR $_______________ MINIMUM $ 300
PAYABLE TO "AMERICAN STOCK TRANSFER MAXIMUM $2,000
& TRUST COMPANY"
I also understand that my funds will be used to purchase shares of the
issuer as soon as possible as fully described in the Terms and Conditions
of the Plan and that no interest will be paid on my funds held pending
investment.
PLEASE SET UP MY ACCOUNT AS FOLLOWS: _____ SINGLE NAME ACCOUNT
_____ JOINT NAMES ACCOUNT (SEE "A" BELOW)
_____ CUSTODIAL ACCOUNT (SEE "B" BELOW)
_____ TRUST ACCOUNT (SEE "C" BELOW)
Name(s) _____________________________________________________________________
_____________________________________________________________________
Address _____________________________________________________________________
_____________________________________________________________________
City State Zip + 4
A) Two or more persons. Please give first and last names of each. Account
will be set up as "joint tenants with right of survivorship" unless other
instructions are provided.
B) An adult as custodian for a minor. Please give first and last names of
each. If minor's state of residence is different from address above,
please indicate such state here _________________________________________
C) Provide copies of title page and signature page of trust agreement.
Taxpayer Identification Number ______________________________________________
For joint account, use social security number of first named tenant.
For custodial account, use social security number of minor. For trust
accounts, use trust's tax I.D. (if applicable) or individual's (as in
living trust, etc.) Complete and return enclosed W-9.
PLEASE INDICATE YOUR SELECTION BELOW:
_____ FULL DIVIDEND REINVESTMENT
_____ OPTIONAL CASH PAYMENTS ONLY
Signed ___________________________________
Date ___________________________________
______________________________________________________________________________
QUAKER CHEMICAL CORPORATION
DIVIDEND REINVESTMENT AND DIRECT COMMON 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 Direct Common
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). I (we) understand that
dividends on shares held in my (our)
Plan account will be reinvested.
PLEASE READ CAREFULLY. THIS IS NOT A PROXY. DO NOT RETURN THIS CARD UNLESS
YOU WISH TO PARTICIPATE IN THE DIVIDEND REINVESTMENT AND DIRECT COMMON STOCK
PURCHASE PLAN.
______________________________________________________________________________
______________________________________________________________________________
TO ENROLL IN THE DIVIDEND REINVESTMENT AND DIRECT COMMON 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 DIRECT
COMMON STOCK PURCHASE PLAN.
____________________________________________
Signature
____________________________________________
Signature
____________________________________________
Social Security or Tax Identification Number
____________________________________________
Daytime Telephone Number
Date: ______________________________________
IF YOUR SHARES ARE HELD OF RECORD BY A BROKER OR NOMINEE,
YOU MUST MAKE ARRANGEMENTS THROUGH THE BROKER OR NOMINEE
IN ORDER TO REINVEST DIVIDENDS ON THOSE SHARES.
______________________________________________________________________________
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 Direct Common Stock Purchase Plan.
1. NAME(S)
______________________________________________________________________
______________________________________________________________________
DAYTIME TELEPHONE ( ) _____________________________________________
(Please print exactly as shown on your Quaker Dividend Reinvestment
Plan statement or enrollment card)
2. YOUR QUAKER DIVIDEND REINVESTMENT 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
Direct Common 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