SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to ________
Commission file number 0-7154
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
QUAKER CHEMICAL CORPORATION PROFIT SHARING
AND RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
<PAGE>
Profit Sharing and
Retirement Savings Plan of
Quaker Chemical Corporation
Index to the Financial Statements
Page(s)
Report of independent accountants 1
Statement of net assets available for benefits, with fund
information at December 31, 1994 and 1993 2
Statement of changes in net assets available for benefits,
with fund information for the years ended
December 31, 1994 and 1993 3
Notes to financial statements 4 - 6
Schedules
I. - Schedule of assets held for investment at
December 31, 1994 7
II. - Schedule of reportable transactions 8
<PAGE>
Price Waterhouse [LOGO]
Report of Independent Accountants
May 23, 1995
To the Participants and Administrator;
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Profit Sharing and Retirement Savings Plan of Quaker
Chemical Corporation at December 31, 1994 and 1993 and the changes in net
assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are
the responsibility of the plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in Schedules I and II is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. Schedules I and
II and the fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Price Waterhouse LLP
Page 1
<PAGE>
<TABLE>
<CAPTION>
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Statement of Net Assets Available for Benefits, with Fund Information
Fund Information
- -----------------------------------------------------------------------------------------------
December 31, 1994
- ---------------------------------------------------------------------------------------------------------------
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Other Total
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair
value:
Common Stock Fund $5,374,102 $521,623 $ 5,895,725
Bond and Mortgage
Fund $2,222,385 2,222,385
----------- ----------- ----------- -----------
5,374,102 2,222,385 521,623 8,118,110
Deposit with insurance
company at contract
value $1,996,117 1,996,117
Participant notes
receivable $15,938 15,938
Cash surrender value
of life insurance
contracts 110,476 110,476
----------- ----------- ----------- ----------- ----------- -----------
1,996,117 5,374,102 2,222,385 521,623 126,414 10,240,641
Employer contribution
receivable 54,939 193,199 67,888 44,183 7,360 367,569
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $2,051,056 $5,567,301 $2,290,273 $565,806 $133,774 $10,608,210
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
- -----------------------------------------------------------------------------------------------
December 31, 1993
- ---------------------------------------------------------------------------------------------------------------
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Other Total
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair
value:
Common Stock Fund $4,767,032 $309,103 $5,076,135
Bond and Mortgage
Fund $2,115,169 2,115,169
----------- ----------- ----------- -----------
4,767,032 2,115,169 309,103 7,191,304
Deposit with insurance
company at contract
value $3,655,904 3,655,904
Participant notes
receivable $25,275 25,275
Cash surrender value
of life insurance
contracts 130,371 130,371
----------- ----------- ----------- ----------- ----------- -----------
3,655,904 4,767,032 2,115,169 309,103 155,646 11,002,854
Employer contribution
receivable
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $3,655,904 $4,767,032 $2,115,169 $309,103 $155,646 $11,002,854
=========== =========== =========== =========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Statements of Changes in Net Assets Available For Benefits, with Fund Information
Fund Information
- --------------------------------------------------------------------------------------------------------
December 31, 1994
- ------------------------------------------------------------------------------------------------------------------------
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Other Total
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net
assets attributed to:
Net investment income $ 154,809 $ 1,975 $ (45,436) $ 13,557 $ 1,629 $ 126,534
Participant contributions 87,907 462,736 204,946 135,591 891,180
Employer contributions 70,338 236,483 90,915 59,193 7,360 464,289
Rollovers 2,777 39,578 39,319 2,000 83,674
Increase (decrease) in cash
surrender value of
insurance contracts (528) (528)
Other (638) (39) (677)
----------- ----------- ----------- ----------- ----------- -----------
315,193 740,772 289,744 210,341 8,422 1,564,472
----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Participant benefits 1,349,868 467,609 152,807 21,600 1,991,884
Life insurance premiums 1,606 3,287 2,158 36 7,087
Net participant loan
activity 877 (13,250) 2,460 (931) 10,844
Interfund transfers 567,690 (517,143) (40,627) (29,334) 19,414
Unrealized depreciation of
investment (39,855) (39,855)
----------- ----------- ----------- ----------- ----------- -----------
1,920,041 (59,497) 114,640 (46,362) 30,294 1,959,116
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (1,604,848) 800,269 175,104 256,703 (21,872) (394,644)
Net assets at beginning
of year 3,655,904 4,767,032 2,115,169 309,103 155,646 11,002,854
----------- ----------- ----------- ----------- ----------- -----------
Net assets at end of year $2,051,056 $5,567,301 $2,290,273 $565,806 $133,774 $10,608,210
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
- --------------------------------------------------------------------------------------------------------
December 31, 1993
- ------------------------------------------------------------------------------------------------------------------------
Quaker
Chemical
Guaranteed Bond and Corporation
Interest U.S. Stock Mortgage Common
Fund Fund Fund Stock Other Total
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net investment income $ 230,806 $ 424,297 $ 217,749 $ 9,567 $ 2,784 $ 885,203
Participant contributions 103,134 418,463 181,851 158,588 862,036
Employer contributions 22,773 50,121 26,166 19,241 118,301
Rollovers 64,439 7,144 19,523 91,106
Increase (decrease) in cash
surrender value of
insurance contracts (3,758) (3,758)
Other (385) 272 (347) 1,025 (4,882) (4,317)
----------- ----------- ----------- ----------- ----------- -----------
356,328 957,592 432,563 207,944 (5,856) 1,948,571
----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Participant benefits 427,076 180,590 523,555 21,313 1,152,534
Life insurance premiums 10,589 10,589
Net participant loan
activity (26,397) 10,117 (1,486) (2,549) 20,315
Interfund transfers 718,192 (197,122) (377,611) (143,459)
Unrealized depreciation of
investment 62,318 62,318
----------- ----------- ----------- ----------- ----------- -----------
1,129,460 (6,415) 144,458 (62,377) 20,315 1,225,441
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (773,132) 964,007 288,105 270,321 (26,171) 723,130
Net assets at beginning
of year 4,429,036 3,803,025 1,827,064 38,782 181,817 10,279,724
----------- ----------- ----------- ----------- ----------- -----------
Net assets at end of year $3,655,904 $4,767,032 $2,115,169 $309,103 $155,646 $11,002,854
=========== =========== =========== =========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 3
<PAGE>
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Notes to Financial Statements
Note 1 - Description of Plan:
The following description of the Quaker Chemical Corporation
Profit Sharing and Retirement Savings Plan (the "Plan") provides
only general information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
General:
The Plan is a defined contribution plan for all employees of the Quaker
Chemical Corporation (the "Company") except for employees compensated in
whole or in part by commissions on sales. Eligible employees, including
employees compensated in whole or in part by commissions on sales, may
choose to make elective contributions to the Plan on a "before tax" basis.
Effective June 1, 1993, employees of the Company's manufacturing facility
in Detroit, Michigan who are members of the United Automobile Workers' Union
Number 174, are eligible to participate in the employee contribution feature
(and related Company matching contribution feature) of the Plan as described
above. Such employees were previously not eligible to participate in the
Plan; such employees continue to be ineligible to receive benefits under
the profit sharing feature of the Plan. The Plan is administered by a
six-member committee appointed by the Company's Board of Directors.
Employees become eligible for participation in the Plan after one year of
service as defined by the Plan. Plan participants shall at all times be
fully vested in their account. All administrative expenses are paid by the
Company.
Contributions:
The Company's Board of Directors, at its discretion, determines the amount,
if any, of the contribution to the Plan for each Plan year. The Company's
1994 profit sharing contribution was $367,569 and was based on the level of
domestic company profit from operations (as defined) versus the target
profit. The target profit is determined as the average of the prior three
years' domestic company profit from operations (as defined) increased by
15%. No contribution was made by the Company for the 1993 Plan year.
Participants of the Plan may elect to contribute any whole percentage of
their compensation, up to 8%, during the year. Each year, the Company will
make a matching contribution of an amount equal to $150 for each whole
percentage of the participant's compensation contributed to the Plan during
the Plan year, providing that the Company's matching contribution for each
individual participant does not exceed $450 in any calendar year.
Page 4
<PAGE>
Payment of Benefits:
Members are entitled to receive, two years in the future, up to 100% of the
profit sharing amount contributed on their behalf for the current Plan
year. As of January 1, 1994, this payment option is no longer available to
members.
In the event of Plan termination, the Plan provides that the assets shall
continue to be held by the Trustees (currently, CoreStates Bank, N.A. and
Principal Financial Group "PFG") for normal distribution.
Investment Options:
Participants in the Plan may elect to invest their pro-rata share of the
Company's contribution in any of the following pooled investment funds of
PFG: Guaranteed Interest, U.S. Stock and/or Bond and Mortgage and effective
January 1, 1993, Quaker Chemical Corporation common stock. Participants were
also able to invest their pro-rata share of the Company's 1994 contribution
which was made on March 1, 1995 in Quaker Chemical Corporation common stock.
The Plan includes a provision whereby PFG, if so instructed by the Plan
Administrator, shall invest an amount less than 50% of the employer's
current contribution allocable to each participant for the year in whole
life insurance contracts. These contracts are owned by PFG and may be
borrowed against by PFG. The Plan is the sole beneficiary of the contracts.
Investment Income:
PFG, a Plan trustee, is unable to separately report interest and dividends
and net appreciation (depreciation) in the market value of investments.
Therefore, all such amounts are included in net investment income.
Note 2 - Summary of Accounting
Policies:
Method of Accounting:
The Plan's financial statements are prepared on the accrual basis of
accounting.
Investments:
Investments in pooled investment funds are valued at the Plan's pro rata
share of the market value of the funds. Market value is determined using
the daily net asset value quoted by the Trustee based on the published
market prices of the underlying securities in the funds. The market value
of Quaker Chemical stock is based on the closing price as listed on the
NASDAQ Stock Market.
Page 5
<PAGE>
Note 3 - Benefit Obligations:
Benefit obligations represent requested withdrawals which had not been paid
as of the Plan year end and have been reflected as liabilities in the Form
5500. As of December 31, 1993, such amount was $95,195. A benefit
obligation does not exist at December 31, 1994.
Note 4 - Participant Loans Receivable:
At December 31, 1994 and 1993, the outstanding loans amounted to $15,938
and $25,275 with an original principal of $42,900 and $47,100,
respectively, and with interest rates approximating the prime rate in
effect at loan inception. The Plan has certain limitations on loans that
can be made to Plan participants. Participants should refer to the Plan
document for a complete description of these limitations.
Note 5 - Tax Status of the Plan:
Tax determination letters have been received from the Internal Revenue
Service for the Plan and all Plan amendments through December 31, 1988
indicating that the Profit Sharing and Retirement Savings Plan of Quaker
Chemical Corporation is a qualified plan under Section 401 of the Internal
Revenue Code. A request for a tax determination letter for the January 1,
1993 Plan amendment has been filed and is currently being considered by the
Internal Revenue Service.
Page 6
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Profit Sharing and Retirement Savings Plan of Quaker Chemical Corporation
Schedule of Assets Held for Investment
December 31, 1994
Units of Interest Market
participation Description rate Maturity value Cost
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Principal Mutual Life Pooled
Investment Funds:
2,051,057 Guaranteed Interest Fund various 2/29/96 - 2/29/00 $ 1,996,117+ *
30,172 U.S. Stock Fund N/A N/A 5,374,102+ *
6,791 Bond and Mortgage Fund N/A N/A 2,222,385+ *
27,939 Quaker Chemical Corporation
Common Stock 521,623 $536,534
----------- --------
$10,114,227 $536,534
=========== ========
<FN>
* Results are maintained on a contract and fair market value basis, therefore, cost basis information is not available.
+ Represents greater than 5% of net assets available for benefits.
</TABLE>
Page 7
<PAGE>
<TABLE>
Schedule II
Profit Sharing and Retirement Savings Plan of
Quaker Chemical Corporation
Item 30d Form 5500 - Schedule of Reportable Transactions*
Year Ended December 31, 1994
Current
value of
Number of Purchase Selling Lease Expense Cost of transaction Net gain
Party involved Description of asset transactions price price rental incurred asset date or (loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series of transactions:
Principal Mutual Life
Insurance Co. Guaranteed Account 41 - 1,993,068 - - 1,993,068 1,993,068 -
Principal Mutual Life
Insurance Co. U.S. Stock 49 1,316,025 - - - 1,316,025 1,316,025 -
<FN>
*Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1993
as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
This schedule was prepared from data certified by
Principal Financial Group and CoreStates Bank, N.A.
</TABLE>
Page 8
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee which acts as Plan Administrator has duly caused this
Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
QUAKER CHEMICAL CORPORATION PROFIT
SHARING AND RETIREMENT SAVINGS PLAN
June 28, 1995 Irving H. Tyler
--------------------------
Irving H. Tyler,
Chair of the Committee
June 28, 1995 Richard J. Fagan
--------------------------
Richard J. Fagan,
Member of the Committee
June 28, 1995 Donald F. Fahey
--------------------------
Donald F. Fahey,
Member of the Committee
June 28, 1995 Kevin M. Jarrett
--------------------------
Kevin M. Jarrett,
Member of the Committee
June 28, 1995 Joseph C. Hudson
--------------------------
Joseph C. Hudson,
Member of the Committee
June 28, 1995 Joan M. McCormick
-------------------------
Joan M. McCormick,
Member of the Committee
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-54158) of the Quaker Chemical Corporation
Profit Sharing and Retirement Savings Plan of our report dated May 23,
1995, appearing on page 1 of the Annual Report of the Quaker Chemical
Corporation Profit Sharing and Retirement Savings Plan on Form 11-K for
the year ended December 31, 1994.
Price Waterhouse LLP
Philadelphia, Pennsylvania
June 28, 1995
