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 ------ QUAKER CHEMICAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Pennsylvania 23-0993790 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Elm and Lee Streets, Conshohocken, Pennsylvania 19428 - 0809 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 610-832-4000 Not Applicable - -------------------------------------------------------------------------------- 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 --------------------------------------------------------- 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 <TABLE> <CAPTION> Unaudited (dollars in thousands) June 30, December 31, 2001 2000 * ----------------- -------------------- ASSETS <S> <C> <C> 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 -------------------- -------------------- Property, plant and equipment, at cost 92,866 108,034 Less accumulated depreciation 56,102 65,575 ------------------- -------------------- 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 ------------------- -------------------- $ 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 ------------------- -------------------- Total current liabilities 45,561 50,200 Long-term debt 22,238 22,295 Other noncurrent liabilities 22,973 22,382 ------------------- -------------------- Total liabilities 90,772 94,877 ------------------- -------------------- Minority interest in equity of subsidiaries 8,463 8,377 ------------------- -------------------- 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) ------------------- ------------------ 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 ------------------- -------------------- $ 184,033 $ 188,161 =================== ==================== </TABLE> 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 <TABLE> <CAPTION> Three Months ended June 30, Six Months ended June 30, ====================================== ======================================= 2001 2000 2001 2000 ----------------- ----------------- ----------------- ----------------- <S> <C> <C> <C> <C> 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 </TABLE> 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, <TABLE> <CAPTION> Unaudited (dollars in thousands) 2001 2000 ------------------- -------------------- <S> <C> <C> 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) ---------------- ---------------- Net cash (used in) provided by investing activities (4,606) 2,773 ---------------- ---------------- 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 ---------------- ---------------- 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 ------------------- -------------------- 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 $ - </TABLE> 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 <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30 June 30 ------------------------- ---------------------------- Basic Diluted Basic Diluted ----- ------- ----- ------- <S> <C> <C> <C> <C> 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 </TABLE> 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: <TABLE> <CAPTION> Metalworking Other Process Chemical Chemicals Coatings Products Total --------------------------------------------------------------- <S> <C> <C> <C> <C> 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 </TABLE> 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: <TABLE> <CAPTION> 2001 2000 -------- -------- <S> <C> <C> 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 ======== ======== </TABLE>
Note 5 - Comprehensive Income The following table summarizes comprehensive income for the three months ended June 30: <TABLE> <CAPTION> 2001 2000 ---- ---- <S> <C> <C> Net income $ 4,114 $ 4,671 Foreign currency translation adjustments (2,092) (1,236) ------- ------- Comprehensive income $ 2,022 $ 3,435 ======== ======= </TABLE> The following table summarizes comprehensive income for the six months ended June 30: <TABLE> <CAPTION> 2001 2000 ---- ---- <S> <C> <C> Net income $ 8,127 $ 9,042 Foreign currency translation adjustments (7,223) (3,608) ------- ------- Comprehensive income $ 904 $ 5,434 ======= ========= </TABLE>
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 -------------------