================================================================================
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, 1998
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. X
---
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 12, 1999):
$113,433,595.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date: 8,902,377 shares of
Common Stock, $1.00 Par Value, as of March 12, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1998 are incorporated into Parts I and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 31,
1999 in connection with the Annual Meeting of Shareholders to be held
on May 12, 1999 are incorporated into Part III.
The exhibit index is located on page 15.
================================================================================
PART I
As used in this Report, the term "Quaker," unless the context otherwise
requires, means Quaker Chemical Corporation, its subsidiaries, and associated
companies.
Statements contained in this Annual Report on Form 10-K may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of risks,
uncertainties, and other factors that could cause actual results to differ
materially from those projected in such statements.
Such risks and uncertainties include, but are not limited to, significant
increase in raw material costs, worldwide economic and political conditions, and
foreign curency fluctuations that may affect worldwide results of operations.
Furthermore, the Company is subject to the same business cycles as those
experienced by steel, automobile, appliance, or durable goods manufacturers.
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 and temporary and permanent coatings for metal products;
(x) construction products such as flexible sealants and protective coatings for
various applications; and (xi) programs to provide recycling and chemical
management services.
A substantial portion of Quaker's sales worldwide are made directly through
its own sales force with the balance being handled through distributors and
agents. 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
1
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 1998, certain products were also sold in Canada
and Korea by exclusive licensees under long-term royalty agreements. Generally,
separate manufacturing facilities of a single customer are served by different
sales personnel.
In 1998, the Company acquired a 60% interest in a joint venture in Brazil
with Siderquimica Ltda., the leading process chemical supplier to the Brazilian
steel industry. The Company's joint venture in Venezuela, Kelko Quaker Chemical,
S.A., also acquired the Siderquimica operation in that country. For additional
information regarding this transaction, see Note 12 of Notes to Consolidated
Financial Statements which appears on p. 30 of the Registrant's 1998 Annual
Report to Shareholders, the incorporated portion of which is included as Exhibit
13 to this Report.
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.
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
significant 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 1998, Quaker's five largest customers (each composed of multiple
subsidiaries or divisions with semi-autonomous purchasing authority) accounted
for approximately 14.4% of its consolidated net sales with the largest of these
customers accounting for approximately 4.2% of consolidated net sales.
Furthermore, a significant portion of Quaker's revenues are realized from the
sale of process fluids to manufacturers of steel, automobiles, appliances, and
durable goods, and, therefore, Quaker is subject to the same business cycles as
those experienced by these manufacturers and their customers
2
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 1998, only one raw material accounted for as much as 10% 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. 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.
Reference is made to disclosure contained in Item 7A of this Report.
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 1998 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 associated companies 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
3
laboratories, such problems may be referred to the corporate laboratory staff,
which also defines and supervises corporate research projects.
Approximately 163 persons, of whom 80 have B. S. degrees and 38 have B.S.
and advanced degrees, are employed in Quaker's laboratories.
Number of Employees
- -------------------
On December 31, 1998, Quaker's consolidated companies had 923 full-time
employees of whom 395 were employed by the parent company and its U.S.
subsidiaries and 528 were employed by its non-U.S. subsidiaries. Associated
companies of Quaker (in which it owns 50% or less) employed 266 people on
December 31, 1998.
Product Classification
- ----------------------
Incorporated by reference is the information concerning product
classification by markets served appearing in Note 11 of Notes to Consolidated
Financial Statements on page 29 of the Registrant's 1998 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 11 of Notes to Consolidated Financial Statements on page 29 of
the Registrant's 1998 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 17 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 and the
impact of those currency fluctuations on the underlying economies. Reference is
made to disclosure contained in Item 7A of this Report.
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
4
of industrial revenue and development bonds with an outstanding balance at
December 31, 1998 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 manufacturing vessels ranging in capacity
from 50 to 12,000 gallons each. Manufacturing and warehouse facilities located
in Conshohocken, Pennsylvania, were closed in 1996.
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, 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 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 1998, capital expenditures directed solely or
primarily to regulatory compliance amounted to approximately $1,118,000.
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. associated companies own or lease a
plant and/or sales facilities in various locations.
Item 3. Legal Proceedings.
------------------
The Company is a party to 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 13
5
of Notes to Consolidated Financial Statements which appears on page 30 in the
Registrant's 1998 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), 53 1995
Chief Executive Officer (1995)
Joseph W. Bauer President and Chief 56 1998
Operating Officer (1998)
Michael F. Barry Vice President and Chief 40 1998
Financial Officer (1998)
Jose Luiz Bregolato Vice President-S outh America 53 1993
1993)
Ian F. Clark Vice President (1999) 54 1999
James A. Geier Vice President-Human 43 1997
Resources (1997)
Daniel S. Ma Vice President-Asia/Pacific 58 1995
(1995)
Marcus C. J. Meijer Vice President-Europe (1990) 51 1990
Joseph F. Virdone Vice President - U.S. Commercial 54 1996
Operations (1996)
Quentin D. Craft Director-Corporate Technology
(1990) 52 1990
Messrs. Bregolato and Meijer have served as officers of the Registrant for
more than the past five years, and Dr. Craft has served in his present capacity
for more than five years. 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. 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
6
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 from 1994 to 1996. Prior to that time, 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 in 1998, Mr. Bauer was
employed by M. A. Hanna since 1992 and served as President of M. A. Hanna Color
Division from 1996 to 1998 and President of PMS Consolidated from 1992 to 1995.
Prior to his election as an officer of Registrant, effective November 30, 1998,
Mr. Barry was employed by Lyondell (formerly ARCO Chemical) where he held the
position of Business Director for its Urethanes business throughout the Americas
from 1997 to 1998 and where he also held a variety of finance and business
positions from 1988 to 1997. Prior to his election as an officer of Registrant,
Mr. Clark was employed by Ciba Specialty Chemicals Corporation where he held the
position of Vice President-Sales and Marketing, U.S. Pigments Division, from
1990 to 1998 and, in addition, was General Manager for one of its global
pigment segments from 1996 to 1998.
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 1998 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 1998
Annual Report to Shareholders, the incorporated portions of which are included
as Exhibit 13 to this Report.
7
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 1998 Annual Report to
Shareholders, the incorporated portions of which are included as Exhibit 13 to
this Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
-----------------------------------------------------------
Quaker is exposed to the impact of interest rates, foreign currency
fluctuations, and changes in commodity prices.
Interest Rate Risk. Quaker's exposure to market rate risk for changes in
interest rates relates primarily to its short and long-term debt. All of
Quaker's long-term debt has a fixed interest rate, while its short-term debt is
negotiated at market rates which can be either fixed or variable. Incorporated
by reference is the information in "Liquidity and Capital Resources" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 8 of the Notes to Consolidated Financial Statements on Pages
16 and 27, respectively, of the Registrant's 1998 Annual Report to Shareholders,
the incorporated portion of which is included as Exhibit 13 to this Report.
Accordingly, if interest rates rise significantly the cost of short-term debt to
Quaker will increase. This can have a material adverse effect on Quaker
depending on the extent of Quaker's short-term borrowings. As of December 31,
1998, Quaker had $1,078,000 in short-term borrowings.
Foreign Exchange Risk. A significant portion of Quaker's revenues and
earnings are generated by its non-U.S. operations of its foreign subsidiaries.
Incorporated by reference is the information concerning Quaker's non-U.S.
activities appearing in Note 11 of the Notes to Consolidated Financial
Statements on Page 29 of the Registrant's 1998 Annual Report to Shareholders,
the incorporated portion of which is included as Exhibit 13 to this Report. All
such subsidiaries use the local currency as their functional currency.
Accordingly, Quaker's financial results are affected by risks typical of
international business such as currency fluctuations, particularly between the
U.S. dollar and the Dutch guilder (and the E.U. euro). As exchange rates vary,
Quaker's results can be materially adversely affected.
In the past, Quaker has used, on a limited basis, forward exchange
contracts to hedge foreign currency transactions and foreign exchange options to
reduce exposure to changes in foreign exchange rates. The amount of any gain or
loss on these derivative financial instruments was immaterial, and there are no
8
contracts or options outstanding at December 31, 1998. Incorporated by reference
is the information concerning Quaker's Significant Accounting Policies appearing
in Note 1 of the Notes to Consolidated Financial Statements on Page 23 of the
Registrant's 1998 Annual Report to Shareholders, the incorporated portion of
which is included as Exhibit 13 to this Report.
Commodity Price Risk. Many of the raw materials used by Quaker are
commodity chemicals, and, therefore, Quaker earnings can be materially adversely
affected by market changes in raw material prices. In certain cases, Quaker has
entered into fixed-price purchase contracts having a term of up to one year.
These contracts provide for protection to Quaker if the price for the contracted
raw materials rises, however, in certain limited circumstances, Quaker will not
realize the benefit if such prices decline. Quaker has not been, nor is it
currently a party to, any derivative financial instrument relative to
commodities.
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
Incorporated by reference is the information appearing on pages 20
through 34 of the Registrant's 1998 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, 1998 (the "1999 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
9
the Company's Common Stock through December 31, 1998 were filed on a timely
basis.
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 1999 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 1999 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, 1998, as set forth in Item 8:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Equity
10
Notes to Consolidated Financial Statements
Report of Independent Accountants
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
dated July 16, 1990. Incorporated by reference
to Exhibit 3(a) as filed by Registrant with Form
10-K for the year 1996.
3(b)-- By-Laws as amended through May 6, 1998.
4-- Shareholder Rights Plan dated February 7, 1990.
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 dated January 1, 1991. 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 dated August 14, 1995.
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 dated
October 2, 1995 by and between the Registrant and
Ronald J. Naples. Incorporated by reference to
Exhibit 10(j) 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 dated June 14, 1993.
Incorporated by
11
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 dated May 18, 1993. 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(o)--Amendment No. 1 to Employment Agreement dated
January 1, 1997 by and between Registrant and
Ronald J. Naples. Incorporated by reference to
Exhibit 10(o) as filed by Registrant with
Form 10-K for year 1997.
10(p)--Amendment No. 1 to 1995 Naples Restricted Stock
Plan and Agreement dated January 21, 1998 by and
between Registrant and Ronald J. Naples.
Incorporated by reference to Exhibit 10(p) as
filed by Registrant with Form 10-K for year 1997.
10(q)--Employment Agreement by and between Registrant and
Joseph F. Virdone dated July 17, 1996.
Incorporated by reference to Exhibit 10(q) as
filed by Registrant with Form 10-K for year 1997.
10(r)--Employment Agreement by and between Registrant and
James A. Geier dated November 5, 1997.
Incorporated by reference to Exhibit 10(r) as
filed by Registrant with Form 10-K for year 1997.
10(s)--Employment Agreement by and between Registrant and
Joseph W. Bauer dated March 9, 1998. Incorporated
by reference to Exhibit 10(s) as filed by
Registrant with Form 10-K for year 1997.
10(t)--Employment Agreement by and between Registrant and
Ronald J. Naples dated March 11, 1999.
10(u)--Employment Agreement by and between Registrant and
Michael F. Barry dated November 30, 1998.
10(v)--Employment Agreement by and between Registrant and
Ian F. Clark dated March 15, 1999.
10(w)--Change in Control Agreement by and between
Registrant and Joseph W. Bauer dated February 1,
1999.
10(x)--Change in Control Agreement by and between
Registrant and Michael F. Barry dated November 30,
1998.
10(y)--Change in Control Agreement by and between
Registrant and Jose Luiz Bregolato dated
January 6, 1999.
10(z)--Change in Control Agreement by and between
Registrant and James A. Geier dated January 15,
1999.
10(aa)--Change in Control Agreement by and between
Registrant and Daniel S. Ma dated January 15,
1999.
12
10(bb)--Change in Control Agreement by and between
Registrant and Joseph F. Virdone dated December
21, 1998.
10(cc)--Change in Control Agreement by and between
Registrant and Ian F. Clark dated March 15, 1999.
13 -- Portions of the 1998 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.
13
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 17, 1999 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
- -----------------------------------
Ronald J. Naples Principal Executive Officer March 17, 1999
Chairman of the Board and Chief Executive Officer and Director
/s/Michael F. Barry
- -----------------------------------
Michael F. Barry Principal Financial Officer March 17, 1999
Vice President and Chief Financial Officer
/s/ Joseph B. Anderson
- -----------------------------------
Joseph B. Anderson, Jr. Director March 17, 1999
- -----------------------------------
Patricia C. Barron Director March , 1999
- -----------------------------------
William L. Batchelor Director March , 1999
/s/ Peter A. Benoliel
- -----------------------------------
Peter A. Benoliel Director March 17, 1999
- -----------------------------------
Lennox K. Black Director March , 1999
/s/ Donald R. Caldwell
- -----------------------------------
Donald R. Caldwell Director March 17, 1999
- -----------------------------------
Robert E. Chappell Director March , 1999
/s/ Edwin J. Delattre
- -----------------------------------
Edwin J. Delattre Director March 17, 1999
/s/ Robert P. Hauptfuhrer
- -----------------------------------
Robert P. Hauptfuhrer Director March 17, 1999
/s/ Robert H. Rock
- -----------------------------------
Robert H. Rock Director March 17, 1999
14
EXHIBIT INDEX
Exhibit No. Description
3(b) By-Laws as amended through May 6, 1998
10(t) Employment Agreement by and between Registrant and Ronald J.
Naples dated March 11, 1999
10(u) Employment Agreement by and between Registrant and Michael F.
Barry dated November 30, 1998
10(v) Employment Agreement by and between Registrant and Ian F. Clark
dated March 15, 1999
10(w) Change in Control Agreement by and between Registrant and Joseph
W. Bauer dated February 1, 1999
10(x) Change in Control Agreement by and between Registrant and Michael
F. Barry dated November 30, 1998
10(y) Change in Control Agreement by and between Registrant and Jose
Luiz Bregolato dated January 6, 1999
10(z) Change in Control Agreement by and between Registrant and James
A. Geier dated January 15, 1999
10(aa) Change in Control Agreement by and between Registrant and Daniel
S. Ma dated January 15, 1999
10(bb) Change in Control Agreement by and between Registrant and Joseph
F. Virdone dated December 21, 1998
10(cc) Change in Control Agreement by and between Registrant and Ian F.
Clark dated March 15, 1999
13 Portions of the 1998 Annual Report to Shareholders Incorporated
by Reference
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
15