-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ckX5Flk7aHoLpIvacbYoL2Zskt2LQqDfQzTAz4q6pG/u06eLNvsDw75UUGEGTqVw mPmIWydGM1sdxpK0ZPD1zg== 0000950154-94-000078.txt : 19941101 0000950154-94-000078.hdr.sgml : 19941101 ACCESSION NUMBER: 0000950154-94-000078 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19941027 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER CHEMICAL CORP CENTRAL INDEX KEY: 0000081362 STANDARD INDUSTRIAL CLASSIFICATION: 2990 IRS NUMBER: 230993790 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07154 FILM NUMBER: 94555428 BUSINESS ADDRESS: STREET 1: ELM AND LEE STS CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 2158324000 MAIL ADDRESS: STREET 2: ELM & LEE STS CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 11-K 1 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 EX-23 2 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 -----END PRIVACY-ENHANCED MESSAGE-----