SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ 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 33-12394
--------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Tultex Corporation's Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Tultex Corporation
P.O. Box 5191
Martinsville, Virginia 24115
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Tultex Corporation's
Employee Savings Plan
By /s/
--------------------------------
O. Randolph Rollins
Date: June 29, 1995 Executive Vice President Finance
--------------
TULTEX CORPORATION'S EMPLOYEE SAVINGS PLAN
------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
------------------------------------------
Page No.
--------
Financial Statements and Exhibits
(a) Financial Statements
Report of Independent Accountants F1
Statement of Net Assets Available for Plan Benefits,
with Fund Information at December 31, 1994 and
December 31, 1993 F2-F3
Statement of Changes in Net Assets Available for
Plan Benefits, with Fund Information for the Years
Ended December 31, 1994, 1993 and 1992 F4-F6
Notes to Financial Statements F7-F11
Supplemental Schedules (Note A):
Item 27a - Schedule of Assets Held for
Investment Purposes (Schedule I) S1
Note A - Schedules not included with this additional
financial data have been omitted because
they are not applicable.
(b) Exhibits
Consent of Independent Accountants E1
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Committee and Participants
Tultex Corporation's Employee Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets of the Tultex
Corporation's Employee Savings Plan at December 31, 1994 and 1993, and the
changes in net assets for each of the three years in the period ended December
31, 1994, 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 audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I 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 plan benefits and the statement of changes in net assets
available for plan 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 plan benefits of each fund. Schedule I 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
Winston-Salem, North Carolina
June 2, 1995
F-1
Tultex Corporation's Employee Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
Fund Information
- ----------------
December 31, 1994
- -----------------
<TABLE>
<CAPTION>
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Money Market $12,816,723 $ - $ - $ - $12,816,723
Fidelity Magellan mutual fund - 2,780,731 - - 2,780,731
Tultex common stock - - 756,234 - 756,234
Twentieth Century Select
Investors mutual fund - - - 468,164 468,164
Combined money market 361,353 78,400 21,321 13,199 474,273
Loans receivable from
participants 1,094,058 - - - 1,094,058
----------- ----------- -------- --------- -----------
14,272,134 2,859,131 777,555 481,363 18,390,183
----------- ----------- -------- --------- -----------
Employer contribution
receivable - - - - -
----------- ----------- -------- --------- -----------
Net assets available for
plan benefits $14,272,134 $ 2,859,131 $ 777,555 $ 481,363 $18,390,183
=========== =========== ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
Tultex Corporation's Employee Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
Fund Information
- ----------------
December 31, 1993
- -----------------
<TABLE>
<CAPTION>
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Money Market $13,570,625 $ - $ - $ - $13,570,625
Fidelity Magellan mutual fund 2,693,174 - - 2,693,174
Tultex common stock - - 990,115 - 990,115
Twentieth Century Select
Investors mutual fund - - - 554,064 554,064
Combined money market 382,666 75,942 27,919 15,624 502,151
Loans receivable from
participants 1,139,869 - - - 1,139,869
----------- ----------- --------- --------- -----------
15,093,160 2,769,116 1,018,034 569,688 19,449,998
----------- ----------- --------- --------- -----------
Employer contribution
receivable 42,231 10,104 3,834 2,750 58,919
----------- ----------- ---------- --------- -----------
Net assets available for
plan benefits $15,135,391 $ 2,779,220 $1,021,868 $ 572,438 $19,508,917
=========== =========== ========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
Tultex Corporation's Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
Fund Information
- ----------------
Year Ended December 31, 1994
- ----------------------------
<TABLE>
<CAPTION>
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sources of net assets
Contributions:
Employee $ 1,358,925 $ 323,961 $ 91,512 $ 87,441 $ 1,861,839
Employer - - - - -
Cancellation of life insurance
option and reinvestment
of proceeds - - - - -
Rollovers 1,170 - - - 1,170
Investment income 569,475 1,250 15,039 3,785 589,549
Net appreciation in fair
value of investments - - - - -
----------- ----------- ----------- ----------- -----------
1,929,570 325,211 106,551 91,226 2,452,558
----------- ----------- ----------- ----------- -----------
Applications of net assets
Withdrawals 2,211,464 495,689 118,855 91,707 2,917,715
Hardship distributions 192,563 4,501 5,528 1,765 204,357
Purchase of insurance contracts - - - - -
Net depreciation in fair
value of investments - 74,849 313,340 61,031 449,220
----------- ----------- ----------- ----------- -----------
2,404,027 575,039 437,723 154,503 3,571,292
----------- ----------- ----------- ----------- -----------
Net increase (decrease) prior
to interfund transfers (474,457) (249,828) (331,172) (63,277) (1,118,734)
Interfund transfers (388,800) 329,739 86,859 (27,798) -
Net increase (decrease) (863,257) 79,911 (244,313) (91,075) (1,118,734)
Assets available for plan benefits:
Beginning of year 15,135,391 2,779,220 1,021,868 572,438 19,508,917
----------- ----------- ----------- ----------- -----------
End of year $14,272,134 $ 2,859,131 $ 777,555 $ 481,363 $18,390,183
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
Tultex Corporation's Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
Fund Information
- ----------------
Year Ended December 31, 1993
- ----------------------------
[CAPTION]
<TABLE>
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sources of net assets
Contributions:
Employee $ 1,821,161 $ 346,986 $ 158,754 $ 97,813 $ 2,424,714
Employer 513,177 89,810 42,852 24,914 670,753
Cancellation of life insurance
option and reinvestment
of proceeds - - - - -
Rollovers 1,311 5,816 930 3,575 11,632
Investment income 597,063 1,019 26,941 5,599 630,622
Net appreciation in fair
value of investments 508,099 - 59,802 567,901
----------- ----------- ----------- ----------- -----------
2,932,712 951,730 229,477 191,703 4,305,622
----------- ----------- ----------- ----------- -----------
Applications of net assets
Withdrawals 902,308 137,013 78,236 19,447 1,137,004
Hardship distributions 158,899 6,001 2,196 642 167,738
Purchase of insurance contracts - - - - -
Net depreciation in fair
value of investments - - 211,727 - 211,727
----------- ----------- ----------- ----------- -----------
1,061,207 143,014 292,159 20,089 1,516,469
----------- ----------- ----------- ----------- -----------
Net increase (decrease) prior
to interfund transfers 1,871,505 808,716 (62,682) 171,614 2,789,153
Interfund transfers 2,032 6,887 (35,299) 26,380 -
Net increase (decrease) 1,873,537 815,603 (97,981) 197,994 2,789,153
Assets available for plan benefits:
Beginning of year 13,261,854 1,963,617 1,119,849 374,444 16,719,764
----------- ----------- ----------- ----------- -----------
End of year $15,135,391 $ 2,779,220 $ 1,021,868 $ 572,438 $19,508,917
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
Tultex Corporation's Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
Fund Information
- ----------------
Year Ended December 31, 1992
- ----------------------------
<TABLE>
<CAPTION>
Twentieth
Tultex Century
Fidelity Common Select Life
Income Magellan Stock Investors Insurance
Fund Fund Option Fund Option Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets
Contributions:
Employee $ 1,850,691 $ 243,594 $ 156,292 $ 63,387 $ 14,489 $ 2,328,453
Employer - - - - - -
Cancellation of life insurance
option and reinvestment
of proceeds 321,005 32,239 19,971 11,414 - 384,629
Rollovers - 1,500 - - - 1,500
Investment income 743,762 606 24,221 20,953 - 789,542
Net appreciation in fair
value of investments 4,565 128,739 193,997 - - 327,301
----------- ----------- ----------- ----------- ----------- -----------
2,920,023 406,678 394,481 95,754 14,489 3,831,425
----------- ----------- ----------- ----------- ----------- -----------
Applications of net assets
Withdrawals 1,186,421 73,009 38,402 110,534 - 1,408,366
Hardship distributions 192,563 222,241 6,587 1,676 3,387 - 233,891
Purchase of insurance contracts - - - - 21,966 21,966
Net depreciation in fair
value of investments - - - 25,754 - 25,754
----------- ----------- ----------- ----------- ----------- -----------
1,408,662 79,596 40,078 139,675 21,966 1,689,977
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) prior
to interfund transfers 1,511,361 327,082 354,403 (43,921) (7,477) 2,141,448
Interfund transfers (98,663) 47,246 (19,706) 63,646 7,477 -
Net increase (decrease) 1,412,698 374,328 334,697 19,725 - 2,141,448
Assets available for plan benefits:
Beginning of year 11,849,156 1,589,289 785,152 354,719 - 14,578,316
----------- ----------- ----------- ----------- ----------- -----------
End of year $13,261,854 $ 1,963,617 $ 1,119,849 $ 374,444 $ - $16,719,764
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
Tultex Corporaton's Employee Savings Plan
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
Tultex Corporation's Employee Savings Plan (the Plan) prepares its financial
statements on the accrual basis of accounting which recognizes investment
income when earned and expenses when incurred.
Valuation of investments
Investments are valued at their closing market prices on the valuation date.
Where no sale was recorded on the valuation date, the security is valued at
the market price at the close of business.
Contributions
Contributions from employees are recorded in the period the Company makes
payroll deductions from plan participants. Contributions from Tultex
Corporation (the Company) are based upon employee contributions and are
accrued in the corresponding period.
Security transactions and investment income
Purchases and sales of securities, including gains and losses thereon, are
recorded as of the trade date. Gains or losses on sales of securities are
based on first-in, first-out cost. In accordance with the policy of stating
investments at fair market value, the net appreciation or depreciation for
the year is reflected in the statement of changes in net assets available for
plan benefits.
Expenses of the plan
All expenses incurred in the administration of the plan are paid by the
Company.
F-7
NOTE 2 - DESCRIPTION OF THE PLAN
General
The Tultex Corporation Employee Savings Plan is a cash or deferred
profit-sharing plan established under section 401(a) and 401(k) of the
Internal Revenue Code. The Plan, which was established on September 1, 1984,
is available to substantially all employees of Tultex Corporation who have
met certain service requirements. The Board of Directors of Tultex
Corporation has appointed an Employee Savings Plan Committee to administer
the Plan. The plan administrator and management of Tultex Corporation
believe that the Plan conforms with the requirements of the Employee
Retirement Income Security Act of 1974. The Plan may be terminated by
resolution of the Board of Directors of Tultex Corporation at any time and
for any reason. In the event of the termination or partial termination of
the Plan or upon the complete discontinuance of contributions under the Plan,
the rights of each affected member to the entire amount credited to his
account on the date of such termination or discontinuance shall remain
nonforfeitable and fully vested. Payment of such amounts to each member or
beneficiary, upon the termination of the Plan or upon the complete
discontinuance of contributions under the Plan, shall be made by the Trustee
at such time and in such manner as is directed by the Employee Saving Plan
Committee provided, however, that all members and beneficiaries similarly
situated shall be treated in a nondiscriminatory manner.
Contributions
The Plan presently provides for elective salary reduction contributions by
eligible employees. Employees may make contributions to the Plan through
payroll deductions, not to exceed 15% and not less than 2% of total
compensation.
In April 1993, Tultex Corporation implemented an employer match; however, on
December 31, 1993, it was suspended until a later date due to business
conditions. The employer match contributed an amount equal to 50% of each
employee's regular contribution up to a maximum of 4%. The match remained
suspended throughout the 1994 plan year.
Withdrawals
Participant accounts are separately maintained by the Employee Savings Plan
Committee. Plan earnings are allocated to participants' accounts on the
basis of their accumulated account balances. Participants' interest in their
account shall at all times be fully vested and nonforfeitable. Participants
are entitled to withdraw all or a portion of their account balances upon the
attainment of age 59 1/2, or any time thereafter.
Participant Loans
The Plan permits distributions to participants in the event of financial
hardship. The plan participants also may borrow against their accounts in an
amount up to, but not exceeding 50% of their balance in the following funds:
Income Fund, Tultex Common Stock Fund, and Equity Fund.
F-8
Investment Options
As of April 1 and October 1 of each plan year, a participant may direct how
contributions to his account will be allocated among the investment options.
In addition, new employees may elect to participate as of January 1 of any
year. A participant may elect to have amounts credited to his account
invested under one or more of the investment options available under the
Plan. The investment options available to participants are:
Income Fund: Contributions to the income fund may be invested in one or more
group annuity contracts, interest bearing accounts, certificates of deposit,
or other interest bearing investments that involve a minimum risk to capital.
At December 31, 1994, there were 2,635 participants enrolled in the income
fund.
Tultex Common Stock: Participants may elect to have contributions invested
in Tultex Corporation Common Stock which is purchased by the Plan's trustee
at fair market value in the open market, in private transactions, or from
authorized but unissued shares. There were 285 participants enrolled in the
Tultex Common Stock option at December 31, 1994. There were 155,099 shares
with a value of $4.875 per share at December 31, 1994.
Equity Funds: Participants may elect to have contributions invested in two
available equity funds, the Fidelity Magellan or Twentieth Century Select
Investor's Fund, with portfolios concentrated in common stock of selected,
publicly-owned corporations. The primary objective is growth of principal,
but since the value of common stocks can decrease, as well as increase, the
value of a participant's account in the equity funds may fluctuate. At
December 31, 1994, 419 and 153 participants were enrolled in the Fidelity
Magellan Fund and Twentieth Century Select Investors Fund, respectively. The
Fidelity Magellan Fund held 41,627.7 shares with a value of $66.80 per share
at December 31, 1994. The Twentieth Century Select Investors Fund held
14,143.9 shares with a value of $33.10 per share at December 31, 1994.
The Life Insurance Option: Prior to October 1, 1988 a participant could
elect to use any amount that is less than one-half of his account balance to
purchase whole life or ordinary life insurance on the life of the participant
or the lives of the participant's spouse and children. This contribution
limit changed to 25% subsequent to October 1, 1988. Effective March 31,
1992, the life insurance option was removed from the employee savings plan.
See Note 4.
As of April 1 and October 1 of each year, a participant may elect to transfer
amounts between any of the investment options. The minimum amount
transferable out of any one option is 10% of the value of the participant's
account, or, if less, the entire amount invested under such option.
F-9
NOTE 3 - INVESTMENTS
The Plan's investments are held by the Trustee, Tultex Corporation. The
following presents the fair value of the investments.
December 31, 1994 December 31, 1993
---------------------- -----------------------
Number of Number of
shares or shares or
principal Fair principal Fair
amount value amount value
--------- ---------- --------- ----------
Investments at Fair
Value as Determined
by Quoted Market Price
Fidelity Magellan Fund 41,627.7 $ 2,780,731 38,012.3 $2,693,174
Tultex Common Stock 155,099.0 756,234 141,445.0 990,115
Twentieth Century Select
Investors Fund 14,143.9 468,164 14,041.2 554,064
---------- ----------
4,005,129 4,237,353
Investments at Estimated
Fair Value
Money Market accounts:
Piedmont Trust Bank - 12,816,723 - 13,570,625
NationsBank - 474,273 - 502,151
Participant Loans - 1,094,058 - 1,139,869
----------- -----------
$18,390,183 $19,449,998
=========== ===========
The Plan's investments (including investments bought, sold, and held during
the year) appreciated (depreciated) in value as follows:
Year ended December 31,
1994 1993 1992
Investments at Fair Value as ----------- ---------- ----------
Determined by Quoted Market Price
Fidelity Magellan Fund $ (74,849) $ 508,099 $ 128,739
Tultex Common Stock (313,340) (211,727) 193,997
Twentieth Century Select
Investors Fund (61,031) 59,802 (25,754)
----------- ---------- ----------
(449,220) 356,174 296,982
----------- ---------- ----------
Investment at Estimated Fair Value
Income Fund - - 4,565
----------- ---------- ----------
$ (449,220) $ 356,174 $ 301,547
=========== ========== ==========
F-10
NOTE 4 - LIFE INSURANCE
Prior to October 1, 1988, employees could elect to use up to one-half of their
contributions to purchase permanent life insurance. Subsequent to October 1,
1988, the contribution limit for life insurance changed to 25%. The
contributions were allocated funds which were used to purchase insurance at
the time the withholding was made and were excluded from plan assets at
December 31, 1992. During the plan year ended December 31, 1992, premiums
contributed by employees were $21,967. No such contributions were made in
1994 or 1993. The life insurance option was removed from the plan effective
March 31, 1992 and each employee's cash surrender value was then reinvested
in one or more of the remaining investment options at the discretion of each
employee. The total amount reinvested in connection with the cancellation of
the life insurance option was $384,629. However, four participants had
elected the guaranteed life insurance option and paid their premiums in full
prior to cancellation of the life insurance option. Only two participating
individuals remained with total cash valued of $3,082 and $2,951 excluded
from plan assets at December 31, 1994 and December 31, 1993, respectively.
NOTE 5 - PAYABLE FOR DISTRIBUTION
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31, 1994 but not yet paid as of that date. Amounts related to such
withdrawals are as follows:
December 31, 1994
-----------------
Income Fund $ 440,294
Fidelity Magellan Fund 96,495
Twentieth Century Select Investors Fund 2,163
Tultex Common Stock 35,138
-----------------
$ 574,090
=================
NOTE 6 - TAX STATUS OF THE PLAN
A favorable letter of determination has been received from the Internal
Revenue Service for the Plan indicating that the trust established under the
Plan is entitled to exemption from federal income tax under the applicable
sections of the Internal Revenue Code (IRC). Accordingly, no provision for
income taxes has been made in the Plan's financial statements.
F-11
Tultex Corporation's Employee Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994 SCHEDULE 1
<TABLE>
<CAPTION>
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par, or maturity value Cost value
- ---------------------------- ---------------------------------------- ----------- -----------
<S> <C> <C> <C>
Short Term Investments:
Piedmont Trust Bank Money market, 5.51% $12,816,723 $12,816,723
NationsBank Money market 474,273 474,273
Mutual Funds:
Fidelity Magellan Equity fund concentrated in common stock
of selected, publicly-owned corporations;
41,627.7 shares outstanding; market value
of $66.80 per share 2,291,683 2,780,731
Twentieth Century Select
Investors Equity fund concentrated in common stock
of selected, publicly-owned corporations;
14,143.9 shares outstanding; market value of
$33.10 per shares 373,248 468,164
Common Stock:
Tultex Corporation Common stock purchased at fair market value;
155,099 shares outstanding; market value of
$4.875 per share 1,699,044 756,234
Tultex Corporation
Employee Savings Plan Participant Loans 1,094,058 1,094,058
----------- -----------
$18,749,029 $18,390,183
=========== ===========
</TABLE>
S-1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-12394) of Tultex Corporation of our report
dated June 2, 1995 appearing on page F-1 of Tultex Corporation's Form 11-K.
PRICE WATERHOUSE LLP
Winston-Salem, North Carolina
June 26, 1995
E-1
