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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for transition period from to
Commission file number 0-7154
QUAKER CHEMICAL CORPORATION
---------------------------
(Exact name of Registrant as specified in its charter)
A Pennsylvania Corporation No. 23-0993790
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. EMPLOYER IDENTIFICATION NO.)
incorporation or organization)
Elm and Lee Streets, Conshohocken, Pennsylvania 19428
- ----------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 832-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant. (The aggregate market value is computed by
reference to the last reported sale on the New York Stock Exchange on March
13, 1998): $152,969,813.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date: 8,775,344 shares
of Common Stock, $1.00 Par Value, as of March 13, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997 are incorporated into Parts I and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 30,
1998 in connection with the Annual Meeting of Shareholders to be held on
May 6, 1998 are incorporated into Part III.
The exhibit index is located on page 13.
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PART I
As used in this Report, the term "Quaker," unless the context otherwise
requires, means Quaker Chemical Corporation, its subsidiaries, and associated
companies.
Item 1. Business.
General Description
Quaker develops, produces, and markets a broad range of formulated
chemical specialty products for various heavy industrial and manufacturing
applications and, in addition, offers and markets chemical management
services, including recycling services. Quaker's principal products and
services include: (i) rolling lubricants (used by manufacturers of steel in
the hot and cold rolling of steel and by manufacturers of aluminum in the cold
rolling of aluminum); (ii) corrosion preventives (used by steel and
metalworking customers to protect metal during manufacture, storage, and
shipment); (iii) metal finishing compounds (used to prepare metal surfaces for
special treatments such as galvanizing and tin plating and to prepare metal
for further processing); (iv) machining and grinding compounds (used by
metalworking customers in cutting, shaping, and grinding metal parts which
require special treatment to enable them to tolerate the manufacturing
process); (v) forming compounds (used to facilitate the drawing and extrusion
of metal products); (vi) paper production products (used as defoamers, release
agents, softeners, debonders, and dispersants); (vii) hydraulic fluids (used
by steel, metalworking, and other customers to operate hydraulically activated
equipment); (viii) products for the removal of hydrogen sulfide in various
industrial applications; (ix) chemical milling maskants for the aerospace
industry; (x) construction products such as flexible sealants and protective
coatings for various applications; and (xi) programs to provide recycling and
chemical management services.
Substantially all of Quaker's sales worldwide are made directly through
its own sales force. Quaker sales persons visit the plants of customers
regularly, and through training and experience, identify production needs
which can be resolved or alleviated either by adapting Quaker's existing
products or by applying new formulations developed in Quaker's laboratories.
Sales personnel may call upon Quaker's regional managers, product managers,
and members of its laboratory staff for assistance in obtaining and setting up
product tests and evaluating the results of such tests. In 1997, certain
products were also sold in Canada, Korea, and India by exclusive licensees
under long-term royalty agreements. Generally, separate manufacturing
facilities of a single customer are served by different sales personnel.
The business of the Company and its operating results are subject to
certain risks, of which the principal ones are referred to in the following
subsections.
1
In 1997, the Company acquired a 55% interest in a joint venture with its
Indian licensee, Asianol Lubricants Ltd., to manufacture lubricants for the
cold rolling of steel and other products for the steel industry in India. For
additional information regarding this transaction, see Note 11 of Notes to
Consolidated Financial Statements which appears on p. 30 of the Registrant's
1997 Annual Report to Shareholders, the incorporated portion of which is
included as Exhibit 13 to this Report.
Competition
The chemical specialty industry is composed of a number of companies of
similar size as well as companies larger and smaller than Quaker. Quaker
cannot readily determine its precise position in every industry it serves.
Based on information available to Quaker, however, it is estimated that Quaker
holds a dominant position (among a group in excess of 25 other suppliers) in
the market for process fluids used in the production of hot and cold rolling
of steel. Many competitors are in fewer and more specialized product
classifications or provide different levels of technical services in terms of
specific formulations for individual customers. Competition in the industry is
based primarily on the ability to provide products which meet the needs of the
customer and render technical services and laboratory assistance to customers
and, to a lesser extent, on price.
Major Customers and Markets
During 1997, Quaker's five largest customers (each composed of multiple
subsidiaries or divisions with semi-autonomous purchasing authority) accounted
for approximately 16% of its consolidated net sales with the largest of these
customers accounting for approximately 4% of consolidated net sales.
Furthermore, a significant portion of Quaker's revenues are realized from the
sale of process fluids to manufacturers of hot and cold rolling steel, and,
therefore, Quaker is subject to the same business cycles as those experienced
by these manufacturers and their customers (the majority of which are
automobile, appliance, and durable good manufacturers or in the construction
industry).
Raw Materials
Quaker uses over 500 raw materials, including mineral oils, fats and fat
derivatives, ethylene derivatives, solvents, surface active agents,
chlorinated paraffinic compounds, and a wide variety of organic and inorganic
compounds. In 1997, only one raw material accounted for as much as 12% of the
total cost of Quaker's raw material purchases. Many of the raw materials used
by Quaker are "commodity" chemicals, and, therefore, Quaker's earnings can be
affected by market changes in raw material prices caused by factors beyond
Quaker's control. Quaker has multiple sources of supply for most materials,
and management believes that the failure of any single supplier would not have
a material adverse effect upon its business.
2
Patents and Trademarks
Quaker has a limited number of patents and patent applications, including
patents issued, applied for, or acquired in the United States and in various
foreign countries, some of which may prove to be material to its business.
Principal reliance is placed upon Quaker's proprietary formulae and the
application of its skills and experience to meet customer needs. Quaker's
products are identified by trademarks which are registered throughout its
marketing area. Quaker makes little use of advertising but relies heavily upon
its reputation in the markets which it serves.
Research and Development--Laboratories
Quaker's research and development laboratories are directed primarily
toward applied research and development since the nature of Quaker's business
requires continuing modification and improvement of formulations to provide
chemical specialties to satisfy customer requirements. Incorporated by
reference is the information contained under the caption "Research and
Development Costs" appearing in Note 1 of Notes to Consolidated Financial
Statements on page 23 of the Registrant's 1997 Annual Report to Shareholders,
the incorporated portions of which are included as Exhibit 13 to this Report.
Quaker maintains quality control laboratory facilities in each of its
manufacturing locations. In addition, Quaker maintains in Conshohocken,
Pennsylvania, and Uithoorn, The Netherlands, laboratory facilities which are
devoted primarily to applied research and development.
Most of Quaker's subsidiaries and associates also have laboratory
facilities. Although not as complete as the Conshohocken laboratories, these
facilities are generally sufficient for the requirements of the customers
being served. If problems are encountered which cannot be resolved by local
laboratories, such problems may be referred to the corporate laboratory staff,
which also defines and supervises corporate research projects.
Approximately 155 persons, of whom 72 have B. S. degrees and 41 have B.S.
and advanced degrees, are employed in Quaker's laboratories.
3
Number of Employees
On December 31, 1997, Quaker's consolidated companies had 871 full-time
employees of whom 382 were employed by the parent company and its U.S.
subsidiaries and 489 were employed by its non-U.S. subsidiaries. Associated
companies of Quaker (in which it owns 50% or less) employed 250 people on
December 31, 1997.
Product Classification
Incorporated by reference is the information concerning product
classification by markets served appearing under the caption "Supplemental
Financial Information" on page 34 of the Registrant's 1997 Annual Report to
Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
Non-U.S. Activities
Incorporated by reference is the information concerning non-U.S.
activities appearing in Note 10 of Notes to Consolidated Financial Statements
on page 30 of the Registrant's 1997 Annual Report to Shareholders and under
the caption "General" of the Operations section of Management's Discussion and
Analysis of Financial Condition and Results of Operations which appears on
page 18 of the aforementioned Annual Report, the incorporated portions of
which are included as Exhibit 13 to this Report. Since significant revenues
and earnings are generated by its non-U.S. operations, Quaker's financial
results are affected by currency fluctuations, particularly between the U.S.
dollar and the Dutch guilder.
Item 2. Properties.
Quaker's principal facilities in the United States are located in
Conshohocken, Pennsylvania and Detroit, Michigan. Quaker's non-U.S.
subsidiaries own facilities in Woodchester, England; Uithoorn, The
Netherlands; Villeneuve, France; and Santa Perpetua de Mogoda, Spain and lease
small sales facilities in other locations. All of these facilities are owned
mortgage free. Financing for the Technical Center in Conshohocken,
Pennsylvania was arranged through the use of industrial revenue and
development bonds with an outstanding balance at December 31, 1997 of
$5,000,000.
Quaker's aforementioned facilities consist of various manufacturing,
administrative, warehouse, and laboratory buildings. Substantially all of the
buildings are of fire-resistant construction and are equipped with sprinkler
systems. All facilities are primarily of masonry and/or steel construction and
are adequate and suitable for Quaker's present operations. The Company has a
program to identify needed capital improvements which will be implemented as
management considers necessary or desirable. Most locations have various
numbers of raw material storage tanks ranging from 6 to 63 having a capacity
from 500 to 80,000 gallons each and processing or
4
manufacturing vessels ranging in capacity from 50 to 12,000 gallons each.
Manufacturing and warehouse facilities located in Conshohocken, Pennsylvania,
were closed in 1996 but are being maintained in a state of readiness that will
permit resuming operations in all or some of such facilities if necessary or
desirable.
In order to facilitate compliance with applicable federal, state, and
local statutes and regulations relating to occupational health and safety and
protection of the environment, the Company has an ongoing program of site
assessment, currently directed primarily to facilities in the United States
for the purpose of identifying capital expenditures or other actions that may
be necessary to comply with such requirements. The program includes periodic
inspections of each facility in the United States by Quaker and/or independent
environmental experts, as well as ongoing inspections by on-site personnel.
Such inspections are addressed to operational matters, record keeping,
reporting requirements, and capital improvements. In 1997, capital
expenditures directed solely or primarily to regulatory compliance amounted to
approximately $125,000.
Quaker's executive offices are located in a four-story building
containing a total of approximately 47,000 square feet. A Technical Center
containing approximately 28,700 square feet houses the laboratory facility.
Both of these facilities are adjacent to Quaker's closed manufacturing
facility in Conshohocken.
Quaker's 50% or less owned non-U.S. associates own or lease a plant
and/or sales facilities in various locations.
Item 3. Legal Proceedings.
On or about October 24, 1996, Petrolite Corporation and its subsidiary,
Petrolite Holdings, Inc. (collectively, "Petrolite"), filed a Demand for
Arbitration with the American Arbitration Association and a Petition with the
Circuit Court for the County of St. Louis, Missouri, against the Company and
certain of its subsidiaries. Petrolite asserts claims for negligent
misrepresentation and breach of contract arising out of a Technology Purchase
Agreement (the "Agreement") between Petrolite and the Company (and certain of
its subsidiaries) dated April 13, 1993, as amended, pursuant to which the
Company sold various assets, including patent rights, to Petrolite for a
purchase price of approximately $8.5 million plus an obligation to pay
royalties. In its actions against the Company, Petrolite seeks damages in an
unspecified amount, rescission of the Agreement, costs, and other relief. The
Company believes that it has complete and meritorious defenses to the
Petrolite actions and intends to vigorously defend the actions and deny
liability and to pursue a claim against Petrolite for royalties.
Notwithstanding the foregoing, based upon the advice of counsel, on
information developed to date and settlement discussions which have been held,
the Company has established a reserve of $2,000,000 against its potential
liability in these actions which it believes to be adequate. However, the
Company's potential liability could be in excess of the amount of the reserve.
5
The Company is a party to other proceedings, cases, and requests for
information from, and negotiations with, various claimants and federal and
state agencies relating to various matters including environmental matters,
none of which is expected to result in monetary sanctions in an amount or in
an award that would have a material adverse effect on the Company's results of
operations or financial condition. For information concerning pending
asbestos-related cases against a non-operating subsidiary and amounts accrued
associated with certain environmental investigatory and noncapital remediation
costs, refer to Note 12 of Notes to Consolidated Financial Statements which
appears on page 30 in the Registrant's 1997 Annual Report to Shareholders, the
incorporated portions of which are included as Exhibit 13 to this Report.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the last
quarter of the period covered by this Report.
Item 4(a). Executive Officers of the Registrant.
Year First
Elected as
an Executive
Name Office (since) Age Officer
- ------------------------------------------------------------------------------------------------
Ronald J. Naples Chairman of the Board (1997), 52 1995
President, and Chief Executive Officer (1995)
Joseph W. Bauer President and Chief Operating Officer (1998) 55 1998
Jose Luiz Bregolato Vice President-South America (1993) 52 1993
James A. Geier Vice President-Human Resources (1997) 42 1997
Daniel S. Ma Vice President-Asia/Pacific (1995) 57 1995
Marcus C. J. Meijer Vice President-Europe (1990) 50 1990
Joseph F. Virdone Vice President-U.S. Commercial Operations (1996) 53 1996
6
Mr. Meijer has served as an officer of the Registrant for more than the
past five years. Prior to his election as an officer of the Registrant, Mr.
Bregolato served as Financial Consultant and Administrative Director of
Fabrica Carioca de Catalisadores, S.A. to which he was appointed in 1985.
Prior to his election as an officer of the Registrant, Mr. Ma was Managing
Director, Asia/Pacific Region, to which he was appointed in 1993 and was
Business Manager, PPG Industries from 1991 to 1993. Prior to his election as
President and Chief Executive Officer, effective October 2, 1995, Mr. Naples
served as Chairman of the Board and Chief Executive Officer of Hunt
Manufacturing Company until April 6, 1995, a position held for over five
years. Mr. Naples was elected Chairman of the Board of the Registrant in
1997. Mr. Naples has been a Director of the Registrant since 1988. Prior to
his election as an officer of the Registrant, Mr. Virdone served as Industry
Manager-Steel since August 15, 1994. Prior to that date, Mr. Virdone was
employed by FMC Corporation as National Sales Director-Industrial Chemicals
and also served in various consulting capacities. Prior to his election as an
officer of the Registrant in 1997, Mr. Geier was employed by Rhone-Poulenc
Rorer Pharmaceuticals, Inc., where he held a variety of human resource
positions. Prior to his election as an officer of the Registrant effective
March 9, 1998, Mr Bauer was employed by M.A. Hanna since 1992 and served as
President of M.A. Hanna Color Divison from 1996 to 1998 and President of PMS
Consolidated form 1992 to 1995.
There is no family relationship between the Registrant and any of the
Registrant's Executive Officers. Each officer is elected for a term of
one year.
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
Incorporated by reference is the information appearing under the caption
"Stock Market and Related Security Holder Matters" on page 34 of the
Registrant's 1997 Annual Report to Shareholders, the incorporated portions of
which are included as Exhibit 13 to this Report.
Item 6. Selected Financial Data.
Incorporated by reference is the information appearing under the caption
"Eleven-Year Financial Information" on pages 32 and 33 of the Registrant's
1997 Annual Report to Shareholders, the incorporated portions of which are
included as Exhibit 13 to this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Incorporated by reference is the information appearing under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 16 through 18 of the Registrant's 1997 Annual Report to
7
Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
Item 8. Financial Statements and Supplementary Data.
Incorporated by reference is the information appearing on pages 19
through 34 of the Registrant's 1997 Annual Report to Shareholders, the
incorporated portions of which are included as Exhibit 13 to this Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Incorporated by reference is the information beginning immediately
following the caption "Election of Directors" to, but not including, the
caption "Executive Compensation" contained in the Registrant's definitive
Proxy Statement to be filed no later than 120 days after the close of its
fiscal year ended December 31, 1997 (the "1998 Proxy Statement") and the
information appearing in Item 4(a) on pages 6 and 7 of this Report.
Section 16(a) Beneficial Ownership Reporting Compliance.
Based solely on the Company's review of certain reports filed with the
Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, and written representations
of the Company's officers and directors, the Company believes that all reports
required to be filed pursuant to the 1934 Act with respect to transactions in
the Company's Common Stock through December 31, 1997 were filed on a timely
basis except for one filing on Form 4 covering one transaction for Patricia C.
Barron.
8
Item 11. Executive Compensation.
Incorporated by reference is the information beginning immediately
following the caption "Executive Compensation" to, but not including, the
caption "Compensation/Management Development Committee Report on Executive
Compensation" contained in the Registrant's 1998 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
Incorporated by reference is the information beginning immediately
following the caption "Security Ownership of Certain Beneficial Owners and
Management" to, but not including, the caption "Election of Directors"
contained in the Registrant's 1998 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
No information is required to be provided in response to this Item 13.
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) Exhibits and Financial Statement Schedules
1. Financial Statements
The following is a list of the Financial Statements and
related documents which have been incorporated by
reference from the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1997,
as set forth in Item 8:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Accountants
9
2. Financial Statement Schedules
All schedules are omitted because they are not
applicable or the required information is shown in the
financial statements or notes thereto.
Financial statements of 50% or less owned companies
have been omitted because none of the companies meets the
criteria requiring inclusion of such statements.
3. Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
3(a)--Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3(a) as filed
by Registrant with Form 10-K for the year 1996.
3(b)--By-Laws. Incorporated by reference to Exhibit 3(b)
to Form 10-Q as filed by the Registrant for the
quarter ended June 30, 1993.
4--Shareholder Rights Plan. Incorporated by reference
to Form 8-K as filed by the Registrant on February
20, 1990.
10(a)--Long-Term Performance Incentive Plan as approved
May 5, 1993. Incorporated by reference to Exhibit
10(a) as filed by the Registrant with Form 10-K for
the year 1993.
10(h)--Documents constituting employment contract by and
between Quaker Chemical Europe B.V. and M. C. J.
Meijer. Incorporated by reference to Exhibit 10(h)
as filed by Registrant with Form 10-K for the year
1993.
10(i)--Employment Agreement by and between the Registrant
and Ronald J. Naples. Incorporated by reference to
Exhibit 10(i) as filed by Registrant with Form 10-Q
for the quarter ended September 30, 1995.
10(j)--Amendment to the Stock Option Agreement by and
between the Registrant and Ronald J. Naples.
Incorporated by reference to Exhibit 10(i) as filed
by Registrant with Form 10-Q for the quarter ended
September 30, 1995.
10(k)--Employment Agreement by and between Registrant and
Jose Luiz Bregolato. Incorporated by reference to
Exhibit 10(k) as filed by Registrant with Form 10-K
for the year 1995.
10(l)--Employment Agreement by and between Registrant and
Daniel S. Ma. Incorporated by reference to Exhibit
10(l) as filed by Registrant with Form 10-K for the
year 1995.
10(n)--Deferred Compensation Plan as adopted by the
Registrant on July 10, 1996. Incorporated by
reference to Exhibit 10(n) as filed by Registrant
with Form 10-K for the year 1996.
10
10(o)--Amendment No. 1 to Employment Agreement by and
between Registrant and Ronald J. Naples.
10(p)--Amendment No. 1 to 1995 Naples Restricted Stock
Plan and Agreement by and between Registrant and
Ronald J. Naples.
10(q)--Employment Agreement by and between Registrant and
Joseph F. Virdone.
10(r)--Employment Agreement by and between Registrant and
James A. Geier.
10(s)--Employment Agreement by and between Registrant and
Joseph W. Bauer.
13 -- Portions of the 1997 Annual Report to Shareholders
incorporated by reference.
21 -- Subsidiaries and Affiliates of the Registrant.
23 -- Consent of Independent Accountants.
27 -- Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant during the last
quarter of the period covered by this Report.
(c) The exhibits required by Item 601 of Regulation S-K filed as part
of this Report or incorporated herein by reference are listed in
subparagraph (a)(3) of this Item 14.
(d) The financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
---------------------------
Registrant
Date: March 18, 1998 By: /s/ Ronald J. Naples
--------------------------------
Ronald J. Naples
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Capacity Date
---------- -------- ----
/s/ Ronald J. Naples
- --------------------------- Principal Executive Officer March 18, 1998
Ronald J. Naples and Director
Chairman of the Board and
Chief Executive Officer
/s/ Richard J. Fagan
- --------------------------- Principal Financial Officer March 18, 1998
Richard J. Fagan
Controller and Treasurer
/s/ Joseph B. Anderson, Jr.
- --------------------------- Director March 18, 1998
Joseph B. Anderson, Jr.
- --------------------------- Director March , 1998
Patricia C. Barron
/s/ William L. Batchelor
- --------------------------- Director March 18, 1998
William L. Batchelor
/s/ Peter A. Benoliel
- --------------------------- Director March 18, 1998
Peter A. Benoliel
/s/ Lennox K. Black
- --------------------------- Director March 18, 1998
Lennox K. Black
/s/ Donald R. Caldwell
- --------------------------- Director March 18, 1998
Donald R. Caldwell
/s/ Robert E. Chappell
- --------------------------- Director March 18, 1998
Robert E. Chappell
/s/ Edwin J. Delattre
- --------------------------- Director March 18, 1998
Edwin J. Delattre
/s/ Robert P. Hauptfuhrer
- --------------------------- Director March 18, 1998
Robert P. Hauptfuhrer
/s/ Robert H. Rock
- --------------------------- Director March 18, 1998
Robert H. Rock
12
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10(o) Amendment No. 1 to Employment Agreement by and between
Registrant and Ronald J. Naples
10(p) Amendment No. 1 to 1995 Naples Restricted Stock Plan and
Agreement by and between Registrant and Ronald J. Naples
10(q) Employment Agreement by and between Registrant and
Joseph F. Virdone
10(r) Employment Agreement by and between Registrant and
James A. Geier
10(s) Employment Agreement by and between Registrant and
Joseph W. Bauer
13 Portions of the 1997 Annual Report to Shareholders
Incorporated by Reference
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
13