SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________to____________
Commission file number 0-7154
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QUAKER CHEMICAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-0993790
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Elm and Lee Streets, Conshohocken, Pennsylvania 19428 - 0809
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-832-4000
Not Applicable
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Former name, former address and former fiscal year, if changed since last
report.
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
Number of Shares of Common Stock
Outstanding on July 31, 2001 9,114,237
QUAKER CHEMICAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheet at June 30, 2001 and December 31,
2000
Condensed Consolidated Statement of Income for the Three and Six Months
ended June 30, 2001 and 2000
Condensed Consolidated Statement of Cash Flows for the Six Months ended
June 30, 2001 and 2000
Notes to Condensed Consolidated Financial Statements
* * * * * * * * * *
Quaker Chemical Corporation
Condensed Consolidated Balance Sheet
Unaudited
(dollars in thousands)
June 30, December 31,
2001 2000 *
----------------- --------------------
ASSETS
Current assets
Cash and cash equivalents $ 18,943 $ 16,552
Accounts receivable 54,895 54,401
Inventories
Raw materials and supplies 9,523 11,872
Work-in-process and finished goods 10,351 10,844
Prepaid expenses and other current assets 8,217 9,512
-------------------- --------------------
Total current assets 101,929 103,181
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Property, plant and equipment, at cost 92,866 108,034
Less accumulated depreciation 56,102 65,575
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Total property, plant and equipment 36,764 42,459
Intangible assets 15,077 17,370
Investments in associated companies 10,414 5,925
Other assets 19,849 19,226
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$ 184,033 $ 188,161
=================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 5,462 $ 2,914
Accounts and other payables 21,643 23,573
Accrued compensation 5,613 11,854
Other current liabilities 12,843 11,859
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Total current liabilities 45,561 50,200
Long-term debt 22,238 22,295
Other noncurrent liabilities 22,973 22,382
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Total liabilities 90,772 94,877
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Minority interest in equity of subsidiaries 8,463 8,377
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Shareholders' Equity
Common stock $1 par value; authorized
30,000,000 shares; issued (including
treasury shares) 9,664,009 shares 9,664 9,664
Capital in excess of par value 403 746
Retained earnings 108,189 103,760
Unearned compensation (1,597) -
Accumulated other comprehensive (loss) (23,937) (16,714)
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92,722 97,456
Treasury stock, shares held at cost;
2001-555,532, 2000-812,646 (7,924) (12,549)
------------------- --------------------
Total shareholders' equity 84,798 84,907
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$ 184,033 $ 188,161
=================== ====================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
* Condensed from audited financial statements.
Quaker Chemical Corporation
Condensed Consolidated Statement of Income
Three Months ended June 30, Six Months ended June 30,
====================================== =======================================
2001 2000 2001 2000
----------------- ----------------- ----------------- -----------------
Net sales $ 65,073 $ 69,355 $ 129,288 $ 136,349
Cost of goods sold 37,988 40,127 76,381 79,233
----------------- ----------------- ----------------- -----------------
Gross margin 27,085 29,228 52,907 57,116
Selling, general and
administrative expenses 20,126 22,208 39,849 43,844
Net gain on exit of businesses - (1,473) - (1,473)
Litigation charge - 1,500 - 1,500
----------------- ----------------- ----------------- -----------------
Operating income 6,959 6,993 13,058 13,245
Other income, net 379 638 1,159 1,367
Interest expense (499) (555) (991) (1,033)
Interest income 206 233 477 421
----------------- ----------------- ----------------- -----------------
Income before taxes 7,045 7,309 13,703 14,000
Taxes on income 2,184 2,266 4,248 4,340
----------------- ----------------- ----------------- -----------------
4,861 5,043 9,455 9,660
Equity in net income of associated
companies 216 404 496 671
Minority interest in net income of
subsidiaries (963) (776) (1,824) (1,289)
----------------- ----------------- ----------------- -----------------
Net income $ 4,114 $ 4,671 $ 8,127 $ 9,042
================= ================= ================= =================
Per share data:
Net income - basic and diluted $0.45 $0.53 $0.90 $1.02
Dividends declared $0.205 $0.195 $0.41 $0.39
Based on weighted average number of
shares outstanding:
Basic 9,064,679 8,808,181 8,983,623 8,835,458
Diluted 9,124,642 8,873,810 9,044,729 8,901,102
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Quaker Chemical Corporation
Condensed Consolidated Statement of Cash Flows
For the Six Months ended June 30,
Unaudited
(dollars in thousands)
2001 2000
------------------- --------------------
Cash flows from operating activities
Net income $ 8,127 $ 9,042
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 2,376 2,511
Amortization 730 672
Equity in net income of associated companies (496) (671)
Minority interest in earnings of subsidiaries 1,824 1,289
Deferred compensation and other postretirement benefits 915 786
Litigation charge - 1,500
Net gain on exit of businesses - (1,473)
Other, net 2,511 633
Increase (decrease) in cash from changes in current assets and current
liabilities:
Accounts receivable, net (3,073) (5,718)
Inventories 1,644 993
Prepaid expenses and other current assets (1,509) (1,556)
Accounts payable and accrued liabilities (4,858) 1,745
Change in repositioning liabilities (244) (166)
---------------- ----------------
Net cash provided by operating activities 7,947 9,587
---------------- ----------------
Cash flows from investing activities
Investments in property, plant and equipment (3,148) (2,208)
Proceeds from sale of business - 5,200
Payments related to acquisitions (1,450) -
Other, net (8) (219)
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Net cash (used in) provided by investing activities (4,606) 2,773
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Cash flows from financing activities
Net increase in short-term borrowings 2,548 (24)
Dividends paid (3,672) (3,459)
Treasury stock repurchased - (1,961)
Treasury stock issued 2,427 252
Other, net (36) 3
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Net cash provided by (used in) financing activities 1,267 (5,189)
---------------- ----------------
Effect of exchange rate changes on cash (2,217) (916)
---------------- ----------------
Net increase in cash and cash equivalents 2,391 6,255
Cash and cash equivalents at beginning of period 16,552 8,677
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Cash and cash equivalents at end of period $ 18,943 $ 14,932
=================== ====================
Noncash investing activities:
Contribution of property, plant & equipment to real estate joint venture $ 4,350 $ -
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)
Note 1 - Condensed Financial Information
The condensed consolidated financial statements included herein are unaudited
and have been prepared in accordance with generally accepted accounting
principles for interim financial reporting and Securities and Exchange
Commission regulations. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Certain prior year amounts have been reclassified to conform to
the 2001 presentation. In the opinion of management, the financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which
are necessary for a fair statement of the financial position, results of
operations and cash flows for the interim periods. The results for the three
and six months ended June 30, 2001 are not necessarily indicative of the results
to be expected for the full year. These financial statements should be read in
conjunction with the Annual Report filed on Form 10-K for the year ended
December 31, 2000.
Note 2 - Recently Issued Accounting Standards
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."
SFAS 141 supersedes Accounting Principles Board Opinion No. 16, "Business
Combinations." SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. In addition, SFAS
141 establishes specific criteria for identifying intangible assets that must be
recognized separately from goodwill and establishes disclosure requirements for
the primary reasons for a business combination and the allocation of the
purchase price paid to the assets acquired and liabilities assumed.
SFAS 142 supersedes APB 17, "Intangible Assets." SFAS 142 eliminates the current
requirement to amortize goodwill and indefinite-lived intangible assets.
Instead, goodwill and intangible assets with indefinite lives will be tested for
impairment on at least an annual basis. The SFAS 142 impairment test begins with
an estimate of the fair value of the reporting unit or intangible asset. The
Company will adopt SFAS 142 on January 1, 2002. Impairment losses that arise due
to the initial application of this statement are to be reported as a change in
accounting principle. Management is currently assessing the provisions of this
statement to determine their impact on the Company's consolidated results of
operations and financial position. Annual goodwill amortization in 2001 is
estimated to be $1.1 million.
Note 3 - Weighted Average Shares Outstanding
Three Months Ended Six Months Ended
June 30 June 30
------------------------- ----------------------------
Basic Diluted Basic Diluted
----- ------- ----- -------
2001 9,064,679 9,124,642 8,983,623 9,044,729
2000 8,808,181 8,873,810 8,835,458 8,901,102
The difference between basic and diluted weighted average shares outstanding
results from the assumption that dilutive stock options outstanding were
exercised.
Note 4 - Business Segments
The Company's reportable segments are as follows:
(1) Metalworking process chemicals - products used as lubricants for various
heavy industrial and manufacturing applications.
(2) Coatings - temporary and permanent coatings for metal products and chemical
milling maskants.
(3) Other chemical products - primarily chemicals used in the manufacturing of
paper in 2000, as well as other various chemical products.
Segment data includes direct segment costs as well as general operating costs,
including depreciation, allocated to each segment based on net sales.
The table below presents information about the reported segments for the six
months ending June 30:
Metalworking Other
Process Chemical
Chemicals Coatings Products Total
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2001
Net sales $118,611 $8,760 $1,917 $129,288
Operating income 26,523 2,427 703 29,653
2000
Net sales $124,088 $8,493 $3,768 $136,349
Operating
income (loss) 28,799 2,215 (406) 30,608
Operating income comprises revenue less related costs and expenses. Non-
operating expenses primarily consist of general corporate expenses identified as
not being a cost of operation, interest expense, interest income, and license
fees from non-consolidated associates.
A reconciliation of total segment operating income to total consolidated income
before taxes, for the six months ended June 30 is as follows:
2001 2000
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Total operating income for
reportable segments $ 29,653 $ 30,608
Non-operating expenses (13,489) (14,153)
Net gain on exit of businesses - 1,473
Litigation charge - (1,500)
Depreciation and amortization (3,106) (3,183)
Interest expense (991) (1,033)
Interest income 477 421
Other income, net 1,159 1,367
-------- --------
Consolidated income before taxes $ 13,703 $ 14,000
======== ========
Note 5 - Comprehensive Income
The following table summarizes comprehensive income for the three months ended
June 30:
2001 2000
---- ----
Net income $ 4,114 $ 4,671
Foreign currency translation adjustments (2,092) (1,236)
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Comprehensive income $ 2,022 $ 3,435
======== =======
The following table summarizes comprehensive income for the six months ended
June 30:
2001 2000
---- ----
Net income $ 8,127 $ 9,042
Foreign currency translation adjustments (7,223) (3,608)
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Comprehensive income $ 904 $ 5,434
======= =========
Note 6 - Restricted Stock Bonus
As part of the Company's 2001 Global Annual Incentive Plan (Annual Plan),
approved by shareholders on May 9, 2001, a restricted stock bonus of 100,000
shares of the Company's stock was granted to an executive of the Company. The
shares were issued in April 2001, in accordance with the terms of the Annual
Plan, and registered in the executive's name. The shares are subject to
forfeiture if the Company fails to achieve a target level of earnings per share
for the year 2001. If the target level is achieved, 40,000 shares will become
vested as soon as practicable following the certification of the achievement of
the target. An additional 20,000 shares will become vested on January 23, 2003,
2004, and 2005, respectively, subject to the executive's continued employment by
the Company. The unearned compensation will be charged to selling, general and
administrative expense over the appropriate vesting period. The amount expensed
was $177 for the three and six months ended June 30, 2001.
Note 7 - Repositioning and Integration Charges
In the fourth quarter of 1998, the Company announced and implemented a
repositioning and integration plan to better align its organizational structure
with market demands, improve operational performance and reduce costs.
The components of the 1998 pre-tax repositioning and integration charge included
severance and other benefit costs, and early pension and other postretirement
benefits. The liabilities for early pension and other postretirement benefits
are included in the Company's pension and postretirement benefits obligations.
The repositioning accrual had a balance of $244 at December 31, 2000. That
liability was paid in the first quarter of 2001.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
Net cash flows provided by operating activities were $7.9 million in the
first six months of 2001 compared to cash flows provided by operating activities
of $9.6 million in the same period of 2000. The decrease was primarily due to
the timing of payments related to certain year-end 2000 accrued expenses, as
well as a decrease in the change in accounts payable.
Net cash flows used in investing activities were $4.6 million in the first
six months of 2001 compared to cash flows provided by investing activities of
$2.8 million in the same period of 2000. The net change was primarily related to
the acquisition from the Company's Canadian licensee of rights to market to,
sell to, and service certain Canadian customers, compared with proceeds from the
sale of the Company's pulp and paper business in 2000.
Expenditures for property, plant, and equipment totaled $3.1 million in the
first six months of 2001 compared to $2.2 million in the same period of 2000. In
January 2001, the Company contributed the entire Conshohocken site, the location
of its corporate headquarters, to a real estate joint venture of which the
Company is a 50% partner. The contribution totaling approximately $4.4 million
was recorded as an Investment in associated companies on the Company's Condensed
Consolidated Balance Sheet. This noncash transaction did not impact earnings
and was excluded from the Condensed Consolidated Statement of Cash Flows. The
joint venture was organized to renovate certain of the existing buildings at the
site as well as to build new office space. A portion of the space will be leased
to the Company, with the balance to be leased to unaffiliated third parties.
Renovation is being funded by a construction loan with the real estate joint
venture that is secured in part by a mortgage on the Conshohocken site, which
loan had an outstanding balance at June 30, 2001 of approximately $5.7 million.
Net cash flows provided by financing activities were $1.3 million for the
first six months of 2001 compared with net cash flows used in financing
activities of $5.2 million for the same period of the prior year. The net change
was primarily due to $2.6 million in short-term borrowings and approximately
$2.4 million of proceeds from shares issued upon exercise of stock options in
2001, compared to approximately $2.0 million paid to purchase shares of stock
under the Company's stock repurchase program in 2000.
Operations
- ----------
Comparison of Six Months 2001 with Six Months 2000
- --------------------------------------------------
Consolidated net sales for the first six months of 2001 were $129.3
million, a five percent decrease compared to the first six months of 2000. The
sales comparison was negatively impacted by a decline in U.S sales due to a
softening U.S. economy, as well as unfavorable foreign currency translations and
the divestiture of the U.S. pulp and paper business in May 2000. Without the
impacts of the stronger dollar and excluding the net sales of the U.S. pulp and
paper business during the relevant period, consolidated net sales would have
increased two percent.
Cost of sales increased as a percentage of sales from 58 percent in 2000 to
59 percent in 2001 primarily as a result of increases in raw material and
freight costs, product mix changes, and lower sales which resulted in higher
manufacturing costs as a percentage of sales.
Overall selling, general and administrative expenses were approximately
nine percent lower in the first six months of 2001 compared to the same period
in 2000. This was primarily due to continued cost containment efforts, the
divestiture of the U.S. pulp and paper business in 2000, as well as positive
foreign exchange impacts.
Other income primarily reflects foreign exchange gains in Europe, offset by
lower license revenue. Net interest expense is more favorable in 2001 compared
to the prior year due to higher interest income. Minority interest was
significantly higher in the first six months of 2001 compared with the same
period last year, primarily due to higher net income from the joint ventures in
Brazil and Australia, and the results from a new joint venture in the United
States.
The effective tax rate for 2001 is currently 31%, which is consistent with
the prior year. The Company has been assessed approximately $2 million of
additional taxes based on an audit of certain of its subsidiaries for prior
years. The Company intends to appeal this assessment and currently believes its
reserves are adequate.
Comparison of Second Quarter 2001 with Second Quarter 2000
- ----------------------------------------------------------
Consolidated net sales for the second quarter of 2001 were $65.1 million, a
six percent decrease compared to the second quarter of 2000. The sales
comparison was negatively impacted by a decline in U.S sales due to a softening
U.S. economy, as well as unfavorable foreign currency translations and the
divestiture of the U.S. pulp and paper business in May 2000. Without the impacts
of the stronger dollar and excluding the net sales of the U.S. pulp and paper
business during the relevant period, consolidated net sales would have increased
two percent.
Cost of sales as a percentage of sales in the second quarter of 2001 was
approximately the same as the second quarter of 2000. Overall selling, general
and administrative expenses were approximately nine percent lower in the second
quarter of 2001 compared to the same period in 2000. This was primarily due to
continued cost containment efforts, the divestiture of the U.S. pulp and paper
business in 2000, as well as positive foreign exchange impacts. The Company
continues to explore ways to reduce its manufacturing, operating, and
administrative expenses to maintain and increase earnings in a challenging
business environment.
Other income primarily reflects lower license revenue. Net interest
expense is more favorable in 2001 compared to the prior year due to lower
interest expense. Minority interest was significantly higher in the second
quarter of 2001 compared with the same period last year, primarily due to higher
net income from the joint venture in Brazil, and the results of a new joint
venture in the United States.
The effective tax rate for 2001 is currently 31%, which is consistent with
the prior year.
Other Significant Items
On March 30, 2001, the Company acquired from its Canadian licensee, H. L.
Blachford, Ltd., rights to market to, sell to, and service all Canadian
integrated steel makers and certain accounts in the Canadian metalworking
market. The purchase price totaling approximately $1.4 million, together with a
five-year earn-out provision of five percent on net sales to certain accounts
purchased, resulted in goodwill of $1.2 million, which is being amortized over
20 years.
Euro Conversion
On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed conversion rates between their existing currencies ("legacy
currencies") and one common currency - the euro. The euro trades on currency
exchanges and may be used in business transactions. Beginning in January 2002,
new euro-denominated bills and coins will be issued, and legacy currencies will
be withdrawn from circulation. The Company's operating subsidiaries affected by
the euro conversion have established plans to address the systems and business
issues raised by the euro currency. The Company anticipates that the euro
conversion will not have a material adverse impact on its financial condition or
results of operations.
Forward-Looking and Cautionary Statements
Except for historical information and discussions, statements contained in
this Form 10-Q 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
increases in raw material costs, worldwide economic and political conditions,
and foreign currency fluctuations that may affect worldwide results of
operations. Furthermore, the Company is subject to the same business cycles as
those experienced by steel, automobile, aircraft, appliance or durable goods
manufacturers.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
----------------------------------------------------------
Quaker is exposed to the impact of changes in 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. Most 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
7 and 24, respectively, of the Registrant's 2000 Annual Report filed on Form 10-
K. 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 June 30, 2001,
Quaker had $2.6 million in short-term borrowings.
Foreign Exchange Risk. A significant portion of Quaker's revenues and
earnings is generated by 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 pages 27 through 29 of the
Registrant's 2000 Annual Report filed on Form 10-K. 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, the Brazilian
real 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. Quaker is not
currently a party to any derivative financial instruments. Therefore, adoption
of SFAS No. 133, as amended by SFAS No. 138, did not have a material impact on
Quaker's operating results or financial position as of June 30, 2001.
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 17 of the Registrant's 2000 Annual Report filed on Form 10-K.
Commodity Price Risk. Many of the raw materials used by Quaker are
commodity chemicals, and, therefore, Quaker's 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.
PART II. OTHER INFORMATION
Items 1,2,3, and 5 of Part II are inapplicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders
The 2001 Annual Meeting of the Company's shareholders was held on May
9, 2001. At the Meeting, management's nominees, Joseph B. Anderson, Jr.,
Patricia C. Barron, and Edwin J. Delattre were elected Class III Directors.
Voting (expressed in number of votes) was as follows: Joseph B. Anderson, Jr.,
29,736,910 votes for, 91,610 votes against or withheld, and no abstentions or
broker non-votes; Patricia C. Barron, 29,731,910 votes for, 96,610 votes
against or withheld, and no abstentions or broker non-votes; and Edwin J.
Delattre, 29,736,910 votes for, 91,610 votes against or withheld, and no
abstentions or broker non-votes.
At the Meeting, the shareholders also approved the adoption of the
Company's 2001 Global Annual Incentive Plan by a vote of 26,197,035 votes for,
2,322,671 votes against, 480,846 abstentions, and 827,968 broker non-votes.
Also approved was the adoption of the Company's 2001 Long-Term Performance
Incentive Plan by a vote of 26,471,053 votes for, 2,048,274 votes against,
481,227 abstentions, and 827,966 broker non-votes.
In addition, at the Meeting, the shareholders ratified the appointment
of PricewaterhouseCoopers LLP as the Company's independent accountants to
examine and report on its financial statements for the year ending December 31,
2001 by a vote of 29,347,913 votes for, 475,598 votes against, 5,009
abstentions, and no broker non-votes.
A shareholder proposal to maximize shareholder value was defeated by a
vote of 1,486,621 votes for, 27,390,778 votes against, 123,151 abstentions, and
827,970 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report is filed.
* * * * * * * * *
Pursuant to the requirements 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)
/s/ Michael F. Barry
-------------------------------
Michael F. Barry, officer duly
authorized to sign this report,
Vice President and Chief Financial Officer
Date: August 14, 2001
-------------------