SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 [Amendment No. ]
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11 or Rule 14a-12
Quaker Chemical Corporation
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Quaker Chemical Corporation
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Footnote-1)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________
To the Shareholders of Quaker Chemical Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of
Quaker Chemical Corporation ("Company") will be held in Salon A and B,
Philadelphia Marriott West, Matson Ford at Front Street, 111 Crawford
Avenue, West Conshohocken, Pennsylvania 19428, on Thursday, May 4, 1995, at
10:30 A.M., local time, for the following purposes:
1. To elect four (4) Class III Directors, each to serve for three
years and until his/her respective successor is elected and
qualified;
2. To consider and act upon ratifying the appointment of Price
Waterhouse LLP as the Company's independent accountants for the
year 1995; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 17, 1995
are entitled to notice of and to vote at the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU
ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY IN THE SELF-ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
KARL H. SPAETH
------------------------------------
Karl H. Spaeth
Vice President and Secretary
Dated: March 31, 1995
<PAGE>
QUAKER CHEMICAL CORPORATION
________________
PROXY STATEMENT
________________
The solicitation of the accompanying Proxy is made by and on behalf of
the Board of Directors of Quaker Chemical Corporation, a Pennsylvania
corporation ("Company"), whose principal executive offices are located at
Elm and Lee Streets, Conshohocken, Pennsylvania 19428, for use at the
Annual Meeting of Shareholders to be held on Thursday, May 4, 1995 and at
any adjournments thereof. The Meeting will be held in Salon A and B,
Philadelphia Marriott West, Matson Ford at Front Street, 111 Crawford
Avenue, West Conshohocken, Pennsylvania 19428 at 10:30 A.M., local time.
The approximate date on which this Proxy Statement and the accompanying
form of Proxy will first be sent or given to shareholders is March 31,
1995. Any shareholder executing and delivering the accompanying Proxy has
the power to revoke it at any time prior to its use by giving notice of its
revocation to the Secretary of the Company.
The Company will bear the cost of the solicitation of Proxies. Proxies
will be solicited by mail, telephone, facsimile, and personal contact by
certain officers and regular employees of the Company. The Company will,
upon the request of record holders, pay reasonable expenses incurred by
record holders who are brokers, dealers, banks or voting trustees, or their
nominees, for mailing Proxy material and the Company's Annual Report to
Shareholders to any beneficial holder of the Common Stock they hold of
record.
Proxies in the accompanying form which are properly executed, returned
to the Company, and not revoked will be voted in accordance with the
instructions thereon, or, in the absence of specific instruction, will be
voted for the election of all four (4) of the nominees named therein and
for ratification of the appointment of Price Waterhouse LLP as the
Company's independent accountants for the year 1995.
As of March 17, 1995, the outstanding voting securities of the Company
consisted of 8,801,739 shares of Common Stock, $1.00 par value ("Common
Stock"). As more specifically provided in Article 5 of the Company's
Articles of Incorporation, shareholders who, as of March 17, 1995, held
shares of the Company's Common Stock beneficially owned since March 1, 1992
are entitled to cast 10 votes for each such share. Holders of shares the
beneficial ownership of which was acquired after March 1, 1992 are entitled
to cast one vote per share, subject to certain exceptions described in
Exhibit A hereto. Based on the information available to the Company on
March 17, 1995, the holders of 3,448,149 shares of Common Stock will be
entitled to cast 10 votes with respect to each such share, and the holders
of 5,353,590 shares of Common Stock, including but not limited to, those
shares held in "street" or "nominee" name or by a broker, clearing agency,
voting trustee, bank, trust company, or other nominee which have been
presumed to have been acquired by the beneficial owner subsequent to March
1, 1992 in accordance with the terms and conditions of Article 5 of the
Company's Articles of Incorporation, will be entitled to cast one vote with
respect to each such share, representing an aggregate of 39,835,080 votes.
The aforementioned presumption that a share is entitled to one vote rather
than 10 is rebuttable upon presentation to the Company of written evidence
to the contrary in accordance with the procedures established by the
Company and described in Exhibit A hereto. The effect of rebutting the
foregoing presumption will be to increase the number of votes that may be
cast at the Meeting. Depending on the number of shares with respect to
which the aforementioned presumption is rebutted, the total number of votes
that may be cast at the Meeting could be increased to as many as
88,017,390. The presence, in person or by proxy, of shareholders entitled
to cast at least a majority of the votes that all shareholders are entitled
to cast on a particular matter will constitute a quorum for the purpose of
considering such matter. Abstentions, and any shares as to which a broker
or nominee has indicated that it does not have discretionary authority to
vote, will be counted only for purposes of determining whether a quorum is
present at the Meeting and, thus, will have the effect of a vote to
"Withhold Authority" in the election of directors or as an "Against" vote
on all other matters included in the Proxy.
Only shareholders of record at the close of business on March 17, 1995
are entitled to notice of and to vote at the Meeting or any adjournments
thereof.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Certain Beneficial Owners
The following table sets forth information, as of March 17, 1995, with
respect to persons known to the Company to be the beneficial owners of more
than five percent of its Common Stock (its only class of outstanding equity
securities). Peter A. Benoliel, Quest Advisory Corp., and Quest Management
Company have sole voting and dispositive power over the outstanding Common
Stock listed opposite their names. Invista Capital Management, Inc. has
shared power to vote and sole dispositive power over the Common Stock
listed opposite its name.
Number
of Shares Percent Number
Name and Address Owned (1) of Class(2) of Votes
----------------------------------------------------------------------------
Peter A. Benoliel 637,253(3) 7.2% 5,577,479
130 Cornwall Lane
St. Davids, PA 19087
Quest Advisory Corp. and 576,114(4) 6.5 576,114(4)
Quest Management Company
1414 Avenue of the Americas
New York, NY 10019
Invista Capital Management, Inc. 532,100(4) 6.0 532,100(4)
601 Locust, Suite 1150
Des Moines, IA 50309
---------------
(1) Based upon information contained in filings made by the named person
with the Securities and Exchange Commission.
(2) Based upon 8,801,739 shares outstanding.
(3) Includes 56,367 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date.
(4) These shares, which are held in street name, are presumed under Article
5 of the Company's Articles of Incorporation to be entitled to one (1)
vote per share. Each such share for which the aforementioned
presumption is rebutted in accordance with applicable procedures shall
be entitled to ten (10) votes per share or up to an aggregate of 5,761,140
in the case of Quest Advisory Corp. and Quest Management Company and up to
an aggregate of 5,321,000 votes in the case of Invista Capital Management,
Inc.
<PAGE>
Directors and Officers
The following table sets forth information, as of March 17, 1995, with
respect to beneficial ownership of the Company's Common Stock by each
director, each nominee for director, each executive officer named in the
Summary Compensation Table, and all directors and executive officers of the
Company as a group. Each director, nominee, and executive officer has sole
voting and dispositive power over the Common Stock listed opposite his/her
name unless otherwise noted.
Number
of Shares Percent Number of
Name Owned of Class (2) Votes
---------------------------------------------------------------------------
Peter A. Benoliel 637,253(1)(3) 7.2% 5,577,479
Joseph B. Anderson, Jr. 100 --- 100
Patricia C. Barron 160(4) --- 1,600
William L. Batchelor 208,727 2.4 2,087,270
Lennox K. Black 2,750 --- 9,500
Edwin J. Delattre 251 --- 926
Francis J. Dunleavy 3,000 --- 30,000
Robert P. Hauptfuhrer 7,200 --- 72,000
Frederick Heldring 7,800(5) --- 78,000
Sigismundus W. W. Lubsen 137,289(6) 1.5 155,970
Ronald J. Naples 1,000 --- 2,350
Alex Satinsky 1,500 --- 15,000
D. Robert Yarnall, Jr. 4,927 --- 49,270
Marcus C. J. Meijer 46,000(7) --- 1,550
John E. Burrows, Jr. 49,651(8) --- 6474
Clifford E. Montgomery 26,000(9) --- 0
All directors and
executive officers
as a group (19 persons) 1,196,677(10) 13.1(10) 8,189,984(11)
------------
(1) Does not include 1,640 shares held of record by Mr. Benoliel's wife.
(2) Based upon 8,801,739 shares outstanding. The percentage is less than
1%, except as otherwise indicated.
(3) Includes 56,367 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date.
(4) Includes 10 shares held in an indirect trust account for child.
(5) Includes 6,600 shares held jointly with his wife.
(6) Includes 103,440 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date plus 4,280 shares held in a trust account for children.
(7) Includes 44,450 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date.
(8) Includes 49,000 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date plus 53 shares held in a trust account for a child.
(9) Includes 26,000 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date.
(10) Includes 325,655 shares subject to options that are currently
exercisable or will become exercisable within sixty (60) days of the
record date. Also includes 6,600 shares held jointly with a spouse
and 4,343 shares held in trust accounts for children of directors
and officers.
(11) Represents 20.5% of all votes entitled to be cast at the Meeting,
based on information available on March 17, 1995.
Based solely on (i) 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 "Act"), as amended, and (ii)
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, 1994 were filed on a timely basis, except for one filing on
Form 4 covering one transaction each for Mr. Benoliel and Mr. Black.
<PAGE>
ELECTION OF DIRECTORS
The Articles of Incorporation, as amended, provide that the Company
shall have a Board of Directors that is divided into three classes, each
class to consist, as nearly as may be possible, of one-third of the total
number of directors. One class shall be elected each year to serve as
directors for a term of three (3) years. Directors elected to fill
vacancies and newly created directorships will be elected to serve for the
balance of the term of the class to which they are elected. At the
present time, there are thirteen (13) directors including four (4) Class I
Directors, five (5) Class II Directors, and four (4) Class III Directors.
Mr. D. Robert Yarnall, Jr., a Class III Director, has chosen not to stand
for reelection. On February 15, 1995, the Board of Directors voted to
decrease the number of directors of the Company from 13 to 12 effective as
of the Meeting date, subject to Mr. Naples being elected as a Class III
Director. In order to apportion the number of directors in each of the
classes so as to maintain the number of directors in each class as nearly
equal as possible, as required under the Company's Articles of Incorporation,
Mr. Ronald J. Naples, a Class II Director, has agreed to be nominated
as a Class III Director. Therefore, four (4) Class III Directors are to be
elected at the Meeting with each member to serve a three (3) year term
expiring in 1998 or until his/her successor is duly elected and qualified.
The four nominees receiving the greatest number of votes cast by the
holders of the Company's Common Stock present, in person or by proxy, at
the Meeting will be elected Class III Directors of the Company. If Mr.
Naples is elected a Class III Director at the Meeting, he will immediately
resign as a Class II Director and will serve, with the other nominees
elected, for a term of three years, and, if not elected, he will continue
to serve as a Class II Director for a term of two more years or, in either
case, until his successor is duly elected and qualified. Accordingly, Mr.
Naples is listed below with the Class III Directors even though he is
currently a Class II Director.
The Proxies will be voted in accordance with the instructions set
forth therein, and proxies for which no contrary instructions are given
will be voted for the Class III nominees, Ronald J. Naples, Edwin J.
Delattre, Patricia C. Barron, and Joseph B. Anderson, Jr. Each of the
nominees is presently serving as a director of the Company, having been so
elected by the shareholders at the Annual Meeting held on May 6, 1992
(except for Mr. Naples, who was elected at the Annual Meeting held on May
4, 1994). If any nominee withdraws or otherwise becomes unable to serve,
which is not anticipated, the Proxies will be voted for a substitute
nominee who will be designated by the Board of Directors. The following
table sets forth information concerning the nominees and the Company's
directors who will continue to serve in that capacity following the
Meeting:
First Became Principal Occupation for
Name and (Age) a Director the Past Five Years
-------------- ------------ ---------------------------------
Class I -- Directors elected in 1993 to serve until the Annual
Meeting in 1996:
Peter A. Benoliel (63) 1961 Chairman of the Board and former
Chief Executive Officer of the
Company.
William L. Batchelor (77) 1952 Retired Senior Vice President of
the Company.
Francis J. Dunleavy (80) 1980 Retired Vice Chairman of the Board
of International Telephone and
Telegraph Corporation, a
diversified company principally
directed to communications.
Member of the Board of Directors
of Crown Cork & Seal Company, AEL
Industries, Inc., Bird Inc.,
Selas Corporation of America, and
ScanGraphics, Inc.
Sigismundus W. W. Lubsen (51) 1988 President and Chief Executive Offi-
cer of the Company and former
President and Chief Operating
Officer of the Company. Member
of the Board of Directors of
Teleflex Incorporated.
<PAGE>
First Became Principal Occupation for
Name and (Age) a Director the Past Five Years
-------------- ------------ ---------------------------------
Class II -- Directors elected in 1994 to serve until the Annual
Meeting in 1997:
Lennox K. Black (65) 1985 Chairman of the Board and former
Chief Executive Officer, Teleflex
Incorporated, a manufacturing and
service company which provides
engineered products and services
to specific technical and commer-
cial markets. Member of the
Board of Directors of Envirite
Corporation, Penn Virginia Corp.,
Westmoreland Coal Company, and
Pep Boys Manny, Moe and Jack.
Robert P. Hauptfuhrer (63) 1977 Former Chairman of the Board and
Chief Executive Officer, Oryx
Energy Company, an energy com-
pany.
Frederick Heldring (70) 1970 Chairman, Global Interdependence
Center; formerly Vice Chairman of
the Board of CoreStates Financial
Corporation, a bank holding com-
pany, and Chairman and President
of The Philadelphia National
Bank, a commercial bank.
Alex Satinsky (82) 1952 Partner, Fox, Rothschild, O'Brien &
Frankel, General Counsel to the
Company.
Class III -- Directors nominated for election in 1995 to serve until the
Annual Meeting in 1998:
Ronald J. Naples (49) 1988 Chairman of the Board and Chief
Executive Officer, Hunt Manufac-
turing Company, a producer and
distributor of office products,
office furniture, and art/craft
products. Member of the Board of
Directors of Advanta Corp.
Edwin J. Delattre (53) 1984 Dean and Professor of Education and
Philosophy, Boston University;
formerly Bradley Distinguished
Fellow in Applied Ethics,
American Institute for Public
Policy Research, Washington, D.C.
Patricia C. Barron (52) 1989 President, Xerox Engineering
Systems Division, Xerox Corpora-
tion. Previous positions with
Xerox Corporation include Vice
President, Corporate Information
Management, Regional Sales
Manager for the Mid-Atlantic
Region, and Vice President and
Regional Manager, Eastern Region.
Member of the Board of Directors
of Frontier Corporation and
Reynolds Metals Company.
Joseph B. Anderson, Jr. (52) 1992 Chairman and Chief Executive
Officer, Chivas Products Limited,
an interior trim automotive sup-
plier and manufacturer.
Formerly President and Chief
Executive Officer, Composite
Energy Management Systems Inc., a
manufacturer of bumpers for the
automotive industry. Previously
served as Director, Body Hardware
Business Unit, Inland Fisher
Guide Division, General Motors
Corporation.
There are no family relationships between any directors, executive
officers, or nominees for election as directors of the Company.
<PAGE>
Committees of the Board of Directors
The Company has an Executive Committee whose principal functions are
to act for the Board of Directors in situations requiring prompt action
when a meeting of the full Board is not feasible and to implement specific
action for the Board where directed to do so. The current members of the
Committee, which did not meet in 1994, are P. A. Benoliel (Chairman), S. W.
W. Lubsen, R. P. Hauptfuhrer, R. J. Naples, A. Satinsky, and D. R. Yarnall, Jr.
The Company has an Audit Committee whose principal functions are to
recommend the selection of independent accountants; approve the scope of
audit and specification of non-audit services provided by such accountants
and the fees for such services; and review audit results, internal
accounting procedures, and programs to comply with applicable laws and
regulations relating to financial accountability. The current members of
the Committee, which met three times in 1994, are F. J. Dunleavy
(Chairman), L. K. Black, E. J. Delattre, and R. P. Hauptfuhrer.
The Company has a Compensation/Management Development Committee whose
principal functions are to review and recommend officers' compensation;
review the performance of officers and management development and
succession; review compensation levels throughout the Company; and
administer the Company's Long-Term Performance Incentive Plan. The current
members of the Committee, which met four times in 1994, are F. Heldring
(Chairman), P. C. Barron, E. J. Delattre, and R. J. Naples.
The Company has a Finance Committee whose principal functions are to
establish guidelines for the investment of Company funds and advise on
matters relating to the Company's financial condition, dividend policy, and
shareholder financial interests. The current members of the Committee,
which met three times in 1994, are L. K. Black (Chairman), J. B. Anderson,
Jr., F. Heldring, and A. Satinsky.
The Company has a Nominating Committee whose principal role is to
ensure that the Board of Directors has the depth and range of relevant
experience to provide optimal governance of the Company and growth in
shareholder value. To accomplish this, the Committee has responsibility to
review Board membership, provide leadership in the nomination of directors
and review shareholder proposals. The Committee was formed effective
January 1, 1995 and, hence, did not meet in 1994. The members of the
Committee are R. P. Hauptfuhrer (Chairman), E. J. Delattre, and R. J.
Naples. The Committee will consider candidates recommended by shareholders
when submitted in writing not later than December 1, 1995 with a statement
of the candidate's business experience, business affiliations, and
confirmation of the candidate's willingness to serve as a nominee.
Nominations should be submitted to the Secretary of the Company.
During the year ended December 31, 1994, six regular meetings of the
Board of Directors were held. During 1994, each of the directors was in
attendance at no less than 75% of the aggregate number of meetings of the
Board of Directors and Committees of the Board on which she or he then
served, except for P. C. Barron, who attended two of six Board meetings and
all meetings of the Committees to which she was assigned. The reasons for
her absences were known to and are satisfactory to the Board of Directors.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries for the
years ended December 31, 1992, 1993, and 1994 as to the Company's Chief
Executive Officer in 1994 and each of the Company's other four most highly
compensated officers who served as executive officers during 1994
(hereinafter referred to as the named executive officers).
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
----------------------------------------- --------------------------- ------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Compensation Award(s) Options/ LTIP Compensation
Position Year Salary($) Bonus($) ($)(1) ($) SARs(#)(2) Payouts($) ($)(3)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter A. 1994 $200,000 0 0 0 0 0 $5,000
Benoliel, 1993 215,000 0 0 0 30,000 $51,000 0
Chairman of 1992 240,000 0 0 0 0 0 6,000
the Board
Sigismundus 1994 400,000(4) 0 0 0 0 0 5,000
W. W. Lubsen, 1993 359,000(4) 0 0 0 40,000 45,540 0
President and 1992 360,000(4) 0 0 0 0 0 5,000
Chief Executive
Officer
Marcus C. J. 1994 194,000(5) $49,000 0 0 0 0 0
Meijer, Vice 1993 170,000(5) 38,000 0 0 30,000 26,000 0
President- 1992 170,000(5) 75,000 0 0 0 0 0
Europe
John E. 1994 157,000 24,000 0 0 0 0 5,000
Burrows, Jr., 1993 149,000 17,000 0 0 25,000 0 0
Vice Presi- 1992 143,000 21,000 0 0 0 0 4,000
dent-North
America
Clifford E. 1994 118,000 10,000 0 0 0 0 4,000
Montgomery, 1993 115,000 17,000 0 0 12,000 10,000 0
Vice Presi- 1992 115,000 45,000 0 0 0 0 4,000
dent-Human
Resources
<FN>
(1) During the year ended December 31, 1994, certain of the individuals
named in column (a) received personal benefits not reflected in the
amounts set forth for such individual in columns (c), (d), and (e) the
dollar value of which did not exceed the lesser of $50,000 or 10% of
the total of annual salary and bonus reported for such individual in
columns (c) and (d).
(2) Options to purchase shares of the Company's Common Stock.
(3) The amounts listed as "All Other Compensation" represent compensation
earned by each of the named executive officers pursuant to the terms of
the Company's Profit Sharing Plan.
(4) Includes for each of the years ended December 31, 1992, 1993, and 1994
the fair market value of 6,000 shares of Common Stock which were issued
during such year and an additional cash payment made during such year
pursuant to a Restricted Stock and Cash Bonus Plan Agreement between
the Company and Mr. Lubsen (the "Lubsen Agreement"). The aggregate
values of the shares issued to Mr. Lubsen pursuant to the Lubsen
Agreement during 1992, 1993, and 1994 (based, with respect to each
issuance, on the last reported sale price for the Common Stock on the
Nasdaq National Market System on the last trading day of each such
year) were $126,000, $95,250, and $112,500, respectively. For
additional information concerning the Lubsen Agreement, see "Employment
Agreements with Executive Officers," below.
(5) Mr. Meijer's compensation was paid or credited in Dutch Guilders. For
purposes of this presentation, Mr. Meijer's salary and bonus for each
year has been translated into U.S. Dollars using the applicable
exchange rate for the conversion of Dutch Guilders to U.S. Dollars on
December 31 of such year.
</TABLE>
Options/SAR Grants in the Last Fiscal Year
During 1994, the Company did not grant any stock options or stock
appreciation rights to any of the named executive officers.
Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
The following table provides information related to options to
purchase the Company's Common Stock exercised by the named executive
officers during the year ended December 31, 1994 and the number and value
of such options held as of the end of such year. The Company does not have
any outstanding stock appreciation rights.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES IN LAST YEAR
AND YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Value Underlying Unexercised In-the-Money Options
Shares Acquired Realized Options at Year End(#) at Year End ($)
Name on Exercise(#) ($) Exercisable Unexercisable Exercisable/Unexercisable (1)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter A. Benoliel 0 0 56,367 0 0/0
Sigismundus W. W. Lubsen 0 0 103,440 0 $236,856/0
Marcus C. J. Meijer 0 0 44,450 0 14,450/0
John E. Burrows, Jr. 0 0 49,000 0 24,000/0
Clifford E. Montgomery 0 0 26,000 0 14,000/0
<FN>
(1) Based on the last sale price on December 31, 1994 on the Nasdaq
National Market System of $18.75 per share.
</TABLE>
Long-Term Incentive Plan Awards in Last Fiscal Year
During 1994, the Company did not grant any performance incentive units
pursuant to the Company's Long-Term Performance Incentive Plan to the named
executive officers.
Employment Agreements with Executive Officers
All executive officers of the Company are employed pursuant to
employment agreements, which agreements provide for each officer's salary
and the basis upon which his bonus (if any) is to be calculated. Salary
and bonuses, if any, are adjusted annually by the
Compensation/Management Development Committee. Each employment agreement is
for an initial term of one (1) year and thereafter is automatically renewed
for successive one (1) year terms unless either party gives written notice
of termination at least ninety (90) days prior to the expiration of the
then current term. The agreements also provide for the payment by the
Company of an amount substantially equal to 150% of the officer's then
current annual rate of salary (except in the case of Mr. Lubsen whose
agreement provides for the payment of the greater of 200% of his then
current annual salary or $400,000) if the officer's employment by the
Company is terminated other than for cause or by reason of death,
disability, or normal retirement within three (3) years after the
occurrence of certain specified events that constitute a change or
potential change in control of the Company. The Company also entered into a
Restricted Stock and Cash Bonus Agreement with Mr. Lubsen, effective
January 1, 1990, pursuant to which the Company issued to Mr. Lubsen at the
end of each year during the five (5) year term of the agreement 6,000
shares of Common Stock, assuming Mr. Lubsen was employed by the Company on
December 31 of that year. Mr. Lubsen had the right to elect each year to
receive an additional 1,500 shares representing an aggregate of 7,500
additional shares over the five (5) year period or a cash payment in lieu
thereof. There were no contingencies to Mr. Lubsen receiving the
additional 7,500 shares as they consisted of an annual award of 1,500
shares which could be taken in either stock or cash and were designed to
assist Mr. Lubsen with the income taxes generated from the annual grant of
6,000 shares. A cash payment totalling the value of 1,500 shares was
awarded on an annual basis for each of the five (5) years of the agreement.
Additionally, the Company paid annually during the five (5) year period a
cash bonus in an amount equal to the difference between the dividend on
37,500 shares and the number of shares theretofore eligible for payment and
delivery to Mr. Lubsen. As Mr. Lubsen has, as of the date hereof,
completed the five (5) year term, the Restricted Stock and Cash Bonus
Agreement has now expired, and no further awards will be made pursuant
thereto.
<PAGE>
Pension and Death Benefits
Substantially all of the Company's employees are covered by a
noncontributory qualified defined benefit retirement plan (the "Pension
Plan"). The method of funding the Pension Plan does not readily permit the
calculation of the required contribution, payment, or accrual applicable to
any covered individual. The formula for determining the annual pension
benefit is based upon two formulas, a past service formula for service
through November 30, 1989 and a future service formula for service
beginning December 1, 1989, as follows: (a) 1.1% of the employee's Highest
Average Earnings (HAE) (which means the average of the employee's three
highest consecutive years of pay including overtime, shift differential,
bonuses, and commissions) before December 1, 1989 plus .5% of HAE over the
employee's Covered Compensation as defined in the Pension Plan (which
depends on the employee's birth date and is determined from an Internal
Revenue Service table which is updated each year) times the employee's
service up to December 1, 1989 and (b)(i) for the employee's service after
December 1, 1989 until past and future service total 35 years, 1.15% of
annual pay plus .6% of annual pay over the employee's Covered Compensation
and (ii) for the employee's service after December 1, 1989 beyond 35 years,
1.3% of annual pay.
Listed below for each of the persons named is the estimated annual
pension benefit payable to them and their credited service under the
Pension Plan. The estimate of the annual pension benefit was made by
adding to the accrued benefits as of November 30, 1994 an estimate of
benefits that will be accrued from December 1, 1994 to age 65 based upon W-
2 or other information.
Years
Credited
Estimated Annual Service as of
Pension Benefit 12/31/94
---------------------------------------------------------------------------
Peter A. Benoliel $95,803 38
Sigismundus W. W. Lubsen 56,751 6
Marcus C. J. Meijer 82,196(1) 3
John E. Burrows, Jr. 50,505 4
Clifford E. Montgomery 42,425 3
---------
(1) The pension benefit for Mr. Meijer is provided by a policy funded
through premiums paid to an insurance company. The premiums are
currently equal to 16.75% of Mr. Meijer's annual pensionable salary.
The Company also provides supplemental retirement income in accordance
with the provisions of a Supplemental Retirement Income Program (the
"Program") which became effective on November 6, 1984. The Program, which
is a "non-qualified plan" for federal income tax purposes, is intended to
provide to officers of the Company elected to office by the Board of
Directors additional retirement income in certain cases. Generally
speaking, an officer who, as of age 65, has completed at least 30 years of
employment with the Company and/or its affiliated companies will qualify
for the maximum benefit under the Program which will entitle him to receive
annually from the date of retirement until death such payments, if any, as
are required to maintain his "net post-retirement income," as defined, at a
level equal to 80% of his "net pre-retirement income," as defined. For an
officer who otherwise qualifies to participate in the Program but, as of
age 65, has completed less than 30 years of employment, the maximum benefit
is reduced by 2% for each such full year of employment less than 30.
Because the benefits payable under the Program depend on various post-
retirement factors (e.g., defined benefit pension calculation, number of
years employed less than 30, social security benefit at age 65, state,
local, and federal income taxes on pension and social security benefits),
it is impossible to determine in advance which officers might be eligible
to receive payments under the Program or the amount payable to any
participant. Payments were made pursuant to the Program during the year
ended December 31, 1994 in the aggregate amount of $160,000.
<PAGE>
Listed below for each named executive officer is the estimated annual
payment to be made under the Program assuming that (a) the named executive
officer retires at age 65; (b) the officer's compensation (salary plus
incentive) remains at its current level; (c) the estimated pension benefit
is as set forth above; (d) social security benefits remain unchanged and at
the current level; and (e) there is no change to the current federal,
state, and local income tax rates applicable to pension and social security
benefits.
Estimated Payment
Under the Program
--------------------------------------------------
Peter A. Benoliel $73,335
Sigismundus W. W. Lubsen 59,733
Marcus C. J. Meijer -0-(1)
John E. Burrows, Jr. 27,528
Clifford E. Montgomery 14,507
-------------
(1) Mr. Meijer does not participate in the Pension Plan and, therefore, is not
eligible for payments under the Program.
The Company's executive officers are entitled to a death benefit if
employed by the Company at the time of death. The benefit, equal to
1 1/3 times the deceased officer's then current annual salary, plus
$30,000, is payable in installments at various times over a 40-month period
after death. The Company's policy is not to provide currently for this
contingent future liability.
Compensation of Directors
Employees of the Company and persons affiliated with the Company's
General Counsel are not paid any fees for services as a director of the
Company. During 1994, directors of the Company, who were not employees or
affiliated with the Company's General Counsel, were paid a standard fee of
$13,000 each for the year plus $850 for each meeting attended except that
directors who are former employees received only the standard fee. In
addition, they received $850 for attending each meeting of a committee on
which they serve. Each committee chairman received an additional $100 for
each committee meeting chaired.
Alex Satinsky, a director of the Company, is a member of the law firm
Fox, Rothschild, O'Brien & Frankel, which was retained by the Company as
General Counsel during the year 1994 and which is being retained by the
Company in such capacity during the current year.
COMPENSATION/MANAGEMENT DEVELOPMENT COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Introduction
The philosophy of the Company's executive officers' remuneration
program is to compensate on the basis of performance. Therefore, a
considerable portion of an executive officer's total compensation is
incentive based and tied directly to the achievement of business goals.
The Company's compensation program has three components: a base salary; an
annual incentive cash payment; and compensation realized from options
and/or performance incentive units issued under the Company's Long-Term
Performance Incentive Plan (the "Plan"). Both the annual incentive payment
and compensation earned pursuant to the Plan are based on achievement of
previously set financial criteria targeted for the development of
shareholder value. All components combined are intended to attract,
motivate, and retain executives.
Compensation Structured to Reward Excellence
The Company positions its executive officer base pay levels at the
median of a broad cross section of both chemical and chemical specialty
companies in the United States derived from the database of the
compensation consulting company HayGroup (some companies of which may be
included in the companies that are part of S&P Chemical (Specialty) Index)
and as to foreign-based executive officers in the regions where such
executive officers are located. Total pay, which includes incentive-based
compensation, is sufficiently variable that outstanding performance may
result in total compensation in the top quarter of the industry comparison
group. The most recent survey data places the Company's average base
compensation in the lower half of the companies surveyed.
<PAGE>
The target compensation for the position of Chief Executive Officer
("CEO") is currently at the median of the chemical industry group. Because
of the Company's 1994 performance, the CEO's total cash compensation
(salary plus incentive) during the last year is expected to be below the
median of the group.
Compensation Components
The base salary component is primarily used as a foundation upon which
to overlay the Company's annual and long-term incentive programs. Base
salary increases are approved by the Committee based on a recommendation by
the CEO following extensive review of each executive officer's performance
during the past year. The Committee's decision is based on achievement, as
measured against previously established goals, which include primary
emphasis on attainment of financial goals and non-financial objectives in
such areas as leadership, vision, and the management of cultural change. On
average, base salary range structural increases are made based on median
increases in both the national chemical industry as well as local general
industry. Individual salary increases are made based on performance in
comparison to the individual executive's penetration into his/her salary
range. This salary range is part of Quaker's overall salary structure,
which is adjusted as needed based on HayGroup data reflecting median
increases in both the national chemical industry as well as local general
industry more closely reflecting the competitiveness of positions that are
not "national" in nature. In the case of executive officers residing
outside of the United States who fall within the jurisdiction of laws other
than United States law, salary increases that are mandated by such laws
will be granted even if similar increases are not being granted to
executive officers located in the United States.
The incentive component is paid on an annual basis in the form of a
cash bonus. It is primarily used to motivate executive officers to meet or
exceed previously established targets on a consistent basis. The measure
used in 1994 is the attainment of previously established Profit Before Tax
("PBT") targets as well as the accomplishment of non-financial (personal)
goals linked directly to the achievement of the Company's strategic plan.
Payments are made based on actual performance compared with target.
Performance above budget target is based on a formula which provides that
for each additional 5% achievement of budgeted PBT, there will be an
additional 20% increase in the percentage of the financial incentive award.
The total incentive award amount is determined by multiplying the base
salary compensation labor grade midpoint of the position, based on data
provided by the HayGroup, by a previously established incentive award
percentage which varies between 20-65%. The greater the weighting of the
position and resultant impact on profitability of the Company, the greater
the percentage.
PBT targets have historically been established at levels which the
Committee believes have been aggressive. In 1994, since Company PBT
targets were not achieved, neither the CEO nor the other executive officers
received incentive payments resulting from achievement of previously
established financial objectives. Incentive payments were made in certain
cases (other than to the CEO) for achievement of non-financial objectives
referred to as personal goals.
The final component is compensation realized from the biannual grants
of incentive stock options, non-qualified options, and performance
incentive units issued under the Plan. Awards under the Plan provide
incentives to those employees largely responsible for the long-term success
of the Company. The Plan is primarily used to retain and motivate
executive officers to improve total return to shareholders. With stock
options, executive officers receive gains only if the stock price improves
over the fair market value at the date of the grant. With performance
incentive units, the cash value of the award is based on the four-year
average return on equity and income before tax as a percentage of sales.
The purpose of issuing both stock options and performance incentive units
is to motivate executive officers to make the types of long-term changes
in the business that will affect long-term total return to shareholders.
Past practice has been to grant stock options combined with performance
incentive units to executive officers in alternate years, and no such
awards were made in 1994. Stock options were awarded in 1994 to one officer
as an adjustment to the 1993 program of awards to executive officers. The
amounts of the awards are based on the relative position of each executive
officer within the organizational structure of the Company and past
practice and performance factors independent of the terms and amount of
awards previously granted.
<PAGE>
Section 162(m) of the Internal Revenue Code (the "Code"), enacted in
1993, generally imposes a $1,000,000 limit on the amount of compensation
deductible by the Company in regard to compensation paid to the Company's
CEO and the other four most highly compensated executive officers. Since
the amount of compensation paid in the last year to the Company's CEO and
each of the other four most highly compensated officers was considerably
less than $1,000,000, and it is unlikely that compensation levels will
dramatically increase in the foreseeable future, the Company has not
adopted any policy with respect to qualifying compensation paid to
executive officers for deductibility under Section 162(m) of the Code.
Compensation/Management Development Committee
Frederick Heldring, Chairman
Patricia C. Barron
Edwin J. Delattre
Ronald J. Naples
Performance Graph
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock
against the cumulative total return of the S&P Composite 500 Stock Index
and the S&P Chemical (Specialty) Index for the period of five (5) fiscal
years commencing December 31, 1989 and ending December 31, 1994.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG QUAKER CHEMICAL CORPORATION, THE S&P 500 INDEX
AND THE S&P CHEMICALS (SPECIALTY) INDEX
ID: GRAPHIC (LINE CHART)
*$100 invested on 12/31/89 in stock or index--including reinvestment of
dividends. Fiscal year ending December 31.
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed Price Waterhouse
LLP, independent accountants, to examine the accounts of the Company for
the year ending December 31, 1995 and to report on the Company's financial
statements for that period. The firm of Price Waterhouse LLP has acted as
independent accountants for the Company since 1968. Representatives of
Price Waterhouse LLP will be present at the Meeting to make a statement if
they desire to do so and to respond to appropriate questions.
There is no requirement that the appointment of Price Waterhouse LLP
as the Company's independent accountants be submitted to the shareholders
for their approval. However, the Board of Directors believes that
shareholders should be provided an opportunity to express their views on
the subject. The Board of Directors will not be bound by a negative vote
but will take any negative vote into consideration in future years.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
TO BE INCLUDED IN MANAGEMENT'S PROXY AND
PROXY STATEMENT FOR THE NEXT ANNUAL MEETING
OF SHAREHOLDERS
In order for a shareholder's proposal(s) to be set forth in the
Company's Proxy Statement and Proxy for the 1996 Annual Meeting of
Shareholders, the shareholder must present his or her proposal(s) to the
Company not later than December 1, 1995.
OTHER MATTERS
The Board of Directors does not know of any matters other than the
matters described herein and procedural matters to be presented at the
Meeting. If any other matters properly come before the Meeting, the persons
named in the accompanying Proxy will vote on such matters in accordance
with their best judgment.
By Order of the Board of Directors,
KARL H. SPAETH
-----------------------------------
Karl H. Spaeth
Vice President and Secretary
Dated: March 31, 1995
<PAGE>
EXHIBIT A
SHAREHOLDER VOTING ADMINISTRATIVE PROCEDURES
Voting Rights
At the Annual Meeting of Shareholders held May 6, 1987, the shareholders
approved an amendment to the Articles of Incorporation, pursuant to which
the holders of the Company's $1.00 par value Common Stock on May 7, 1987
(the "Effective Date") became entitled to 10 votes per share of Common
Stock with respect to such shares, and any shares of Common Stock acquired
after the Effective Date, subject to certain exceptions, shall only be
entitled to one vote per share until such shares have been owned beneficially
for a period of at least 36 consecutive calendar months, dating from the
first day of the first full calendar month on or after the date the holder
acquires beneficial ownership of such shares (the "Holding Period"). Each
change in beneficial ownership with respect to a particular share will
begin a new "1 vote" Holding Period for such share. A change in beneficial
ownership will occur whenever any change occurs in the person or group of
persons having or sharing the voting and/or investment power with respect
to such shares within the meaning of Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934. Under the
amendment, a share of Common Stock held of record on a record date shall be
presumed to be owned beneficially by the record holder and for the period
shown by the shareholder records of the Company. A share of Common Stock
held of record in "street" or "nominee" name by a broker, clearing agency,
voting trustee, bank, trust company, or other nominee shall be presumed to
have been held for a period of less than the required 36-month Holding
Period. The foregoing presumptions are rebuttable upon presentation to the
Company of satisfactory evidence to the contrary. The amendment also
provides that no change in beneficial ownership will be deemed to have
occurred solely as a result of any of the following:
(1) a transfer by any gift, devise, bequest, or otherwise through the laws
of inheritance or descent;
(2) a transfer by a trustee to a trust beneficiary under the terms of the
trust;
(3) the appointment of a successor trustee, guardian, or custodian with
respect to a share; or
(4) a transfer of record or a transfer of a beneficial interest in a share
where the circumstances surrounding such transfer clearly demonstrate
that no material change in beneficial ownership has occurred.
Maintaining Records
The Company's registrar and transfer agent, American Stock Transfer &
Trust Company, maintains the Company's register of shareholders. A single
register is maintained, but individual holdings are coded so as
automatically to indicate the number of votes that each shareholder is
entitled to cast. Internal mechanisms automatically convert the voting
rights by a 10-to-1 ratio for those shareholders who have held their shares
for the required Holding Period. Additionally, the register can be
adjusted manually, in order to respond to shareholders whose shares were
held in "street" or "nominee" name if shares acquired were held by the same
party for the required Holding Period.
Proxy Administration
As indicated above, record ownership proxy administration is
relatively simple. The transfer agent will mail proxy cards to all
shareholders, and each proxy card will reflect the number of votes that the
shareholder is entitled to cast, not the number of shares held. If
shareholders have deposited shares with brokers, clearing agencies, voting
trusts, banks, and other nominees, such shareholders will normally be
entitled to one vote per share. If they can provide evidence that they
have held their shares for the Holding Period, they can increase the number
of votes that may be cast to 10 votes per share by proper notification to
the Company. Equally, if a shareholder believes that he or she is entitled
to 10 votes per share by virtue of falling within one of the exceptions set
forth above, that can be accomplished through proper notification to the
Company. Acceptable substantiation will in most cases be a letter from the
shareholder explaining the circumstances and stating why he or she feels
that the common shares held by such shareholder are entitled to 10 votes
per share, either because the shares have been held for the required
Holding Period or because the shareholder falls within one of the
exceptions set forth above. The Company reserves the right to change what
it deems to be acceptable substantiation at any time if it appears from
experience that the present definition is inadequate or is being abused,
and further reserves the right at any time to require that a particular
shareholder provide additional evidence that one of the exceptions is
applicable.
<PAGE>
Where evidence is presented that is satisfactory, the shareholder
records will be manually adjusted as appropriate. The shareholder
submitting the evidence will be advised as to any action taken or not
taken, which will be posted by ordinary mail to the shareholder's
registered address.
Special proxy cards are not used, and no special or unusual procedures
are required in order properly to execute and deliver the proxy card for
tabulation by the transfer agent.
Summary
The procedures set forth above have been reviewed with representatives
of various brokers and banks, as well as counsel to the Company. Those
representatives have made helpful and valuable suggestions, which have been
incorporated in the procedures.
The Company is confident that these procedures are efficient in
addressing the complications of multi-vote casting and tabulating, but the
Company is prepared to revise them if experience dictates the need for
revision.
APPENDIX OF GRAPHIC AND IMAGE MATERIAL OMITTED FROM ELECTRONIC FORMAT
DOCUMENT PURSUANT TO RULE 304 OF REGULATION S-T
Performance graph comparing cumulative total shareholder return on
Quaker Chemical Corporation's Common Stock against the S&P Index and the
S&P Chemicals (Specialty) Index appearing on page 12 of the Definitive
Proxy Statement.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, THE S&P INDEX, AND THE S&P CHEMICALS
(SPECIALTY) INDEX
This chart is a five-year line graph which plots points depicting the
investment of $100 in Quaker Chemical Corporation Common Stock on December 31,
1989 and compares the results with $100 invested in the S&P 500 with $100
invested the S&P Chemicals (Specialty) Index on that same date. Reinvestment
of dividends is also included.
The x-axis of the graph represents years and spans the period from
December 31, 1989 to December 31, 1994. The y-axis of the graph is indexed in
dollars, ranging from 0 to $200 and represents the year-end cumulative return
on the initial $100 investment for each year.
The initial plot point for Quaker Chemical Corporation, the S&P Index, and
the S&P Chemicals (Specialty) Index is 100 at December 31, 1989. Starting in
1990, the plot points, which represent the $100 investment plus dividends, are
as follows:
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
Quaker Chemical Corporation 141 161 169 133 162
S&P 500 97 126 136 150 152
S&P Chemicals (Specialty) 102 144 153 174 152
<PAGE>
March 31, 1995
Dear Quaker Shareholder:
Your enclosed proxy card shows the number of votes you are entitled to cast
not the number of shares that you own.
This reflects the action taken at the Annual Meeting of Shareholders on
May 6, 1987 when shareholders approved an amendment to the Articles of
Incorporation by which holders of Common Stock became entitled to 10 votes
per share of Common Stock for shares which were held on that date. The amended
Articles also provide that with respect to shares acquired after May 6, 1987,
all shares are entitled to one vote per share until such shares are held for
36 consecutive months. After 36 months, each share is entitled to 10 votes.
There are some exceptions to the above and those exceptions are listed in
Exhibit A "Shareholder Voting Administrative Procedures" to the enclosed
Proxy Statement.
Because we have no means of tracking ownership of shares held in "street" or
"nominee" name, such shares are presumed to have been held for a period of
less than 36 consecutive months.
Please review the number of votes which are listed on the proxy card. For all
shares purchased by you before March 1, 1992 (36 months before the record
date), you are entitled to 10 votes per share. For all shares purchased by
you after March 1, 1992, you are entitled to one vote per share.
If you feel that the votes listed do not accurately reflect the number of
votes you are entitled to cast, Exhibit A to the enclosed Proxy Statement
outlines procedures by which you may seek change. If you have any questions,
please call Irene M. Kisleiko, Assistant Corporate Secretary, at 610-832-4119.
To allow sufficient time to research your questions or act on your requests,
please call Ms. Kisleiko at Quaker Chemical as soon as possible.
Thank you.
<PAGE>
PROXY
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets, Conshohocken, PA 19428
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William L. Batchelor, Peter A. Benoliel,
and Alex Satinsky, and each of them (or if more than one is present, then a
majority of those present) proxies of the undersigned, to attend the Annual
Meeting of Shareholders of Quaker Chemical Corporation, a Pennsylvania
corporation (the "Company"), to be held at the Philadelphia Marriott West,
West Conshohocken, Pennsylvania, on May 4, 1995, or any adjournment
thereof, and with all powers the undersigned would possess if present, to
vote:
1. ELECTION OF DIRECTORS
FOR all nominees listed below [ ]
(except as marked to the contrary below)
WITHHOLD AUTHORITY [ ]
to vote for all nominees listed below
Ronald J. Naples; Edwin J. Delattre; Patricia C. Barron; and Joseph B.
Anderson, Jr.
(Instruction: to withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
__________________________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR 1995.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(CONTINUED ON REVERSE SIDE)
(CONTINUED FROM REVERSE SIDE)
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
The undersigned hereby also acknowledges receipt of the Notice of
Annual Meeting of Shareholders, the Proxy Statement with respect to said
Meeting, and the Company's Annual Report for the year ended December 31,
1994.
DATED: ___________________________, 1995
___________________________________
(Signature)
(Signature should be exactly as name
or names appear on this Proxy)
PLEASE DATE, SIGN, AND RETURN PROMPTLY
