UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT NO. 2 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 1994
JWP Inc.
Delaware 0-2315 11-2125338
(State of other (Commission Files (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
Six International Drive, Rye Brook, New York 10573-1058
(Address of principal executive offices)
Registrant's Telephone number including area code:
(914) 935-4000
<PAGE>
-2-
Amendment No. 2 to Current Report on Form 8-K
The Current Report on Form 8-K filed on February 22, 1994 as
amended by Amendment No. 1 filed on February 25, 1994 (the "Report")
relating to JWP Inc., a Delaware corporation (the "Registrant") is
hereby amended by this amendment No. 2, as indicated below.
Item 7 of the Report is hereby amended and restated in its entirety as
follows:
ITEM 7. Financial Statements, Pro Forma Financial
Information, and Exhibits.
(a) Exhibits.
1. Press Release with respect to Chapter 11
Proceeding of Registrant and resignation of
its Chief Executive Officer.
2. Draft of report, dated September 30, 1992, by
D & T, as special consultant to the
Registrant, with respect to certain of the
Registrant's accounting policies and
procedures.
3. Report by D & T dated February 26, 1993, with
respect to the internal control structures of
the Jamaica Water Supply Company.
4. Letter dated March 7, 1994 from E & Y to the
Commission setting forth E & Y's response to
the statements made herein by the Registrant.
5. Reports, each dated October 15, 1993, by
D & T of the results of audits of the
following retirement and welfare plans of the
Registrant:
a) JWP Inc. 401(K) Retirement Savings Plan;
b) JWP Inc. Employee Stock Ownership Plan;
c) JWP Inc. Money Purchase Plan; and
d) JWP Inc. Employee Welfare Plan
6. The Registrant has provided D & T with the
opportunity to provide the Commission with
any new information, clarify the Registrant's
expression of its views or disagree with any
statements made by the Registrant in response
to Item 304(a). Upon receipt of any response
from D & T, the Registrant will promptly file
it as an exhibit to the filing.
<PAGE>
SIGNATURE
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.
JWP Inc.
Date: March 16, 1994 By: /s/ Stephen H. Meyers
Name: Stephen H. Meyers
Title: Senior Vice
President - Finance
ERNST & YOUNG
787 Seventh Avenue Phone 212 773-3000
New York, New York 10019
March 7, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 9, 1994 of JWP INC., as amended,
and are in agreement with the statements contained in paragraphs (a) 2., 4.,
5., and 6. on pages 2 through 4 therein. With respect to Item 4 paragraph (a)
1. on page 2 therein we were informed by the registrant on February 14, 1994
that the registrant's Audit Committee and Board of Directors approved a change
in accountants on February 9, 1994. We have no basis to agree or disagree with
the statements of the registrant in Item 4 paragaph (a) 3. on page 3 or in Item
4 paragraph (b)7. on pages 4 and 5 therein. With respect to Item 4 paragraph
(b)8. on page 5 therein regarding the registrant's engagements and
consultations with Deloitte & Touche, we are aware that the registrant has
consulted with Deloitte & Touche with respect to the application of accounting
principles to certain transactions, including the item described in paragraph
(a) 4. of Item 4 on page 3 therein.
Regarding the registrant's statement concerning the lack of internal control to
prepare financial statements, included in Item 4 paragraph (a) 5. (A) on pages
3 and 4 therein, we had considered such matter in determining the nature,
timing and extent of procedures performed in our audit of the financial
statements to be included in the registrant's 1992 Form 10-K.
Very truly yours,
/s/ Ernst & Young
EXHIBIT 5(a)
Deloitte &
Touche
JWP INC. 401(k) RETIREMENT SAVINGS PLAN
Financial Statements and
Supplemental Schedules for the
Year Ended December 31, 1992, and
Independent Auditors' Report
Deloitte Touche
Tohmatsu
International
<PAGE>
Deloitte &
Touche
1633 Broadway Telephone: (212) 489-1600
New York, New York 10019-6754 Facsimile: (212) 489-6944
International & Domestic
Telex: 4995706
INDEPENDENT AUDITORS' REPORT
To the Trustees of The JWP INC.
401(k) Retirement Savings Plan
We were engaged to audit the accompanying statement of assets available for
benefits of the JWP INC. 401(k) Retirement Savings Plan as of December 31,
1992, the related statement of changes in assets available for benefits for
the year ended December 31, 1992 and the supplemental schedules of assets held
for investment and reportable transactions as of and for the year ended
December 31, 1992. These financial statements and the supplemental schedules
are the responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 6, which was certified by the IDS Trust ("IDS"), the
trustee of the Plan, except for comparing the information with the related
information included in the financial statements and supplemental schedules.
We have been informed by the plan administrator that the trustee holds the
Plan's investment assets and executes investment transactions. The plan
administrator has obtained certifications from IDS as of and for the year
ended December 31, 1992 that the information provided to the plan
administrator by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to express, and do not express, an opinion on the accompanying
financial statements and supplemental schedules taken as a whole. The form
and content of the information included in the financial statements and
supplemental schedules, other than that derived from the information certified
by the trustee, have been audited by us in accordance with generally accepted
auditing standards and, in our opinion, are presented in compliance
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Deloitte & Touche
October 15, 1993
Deloitte Touche
Tohmatsu
lnternational
<PAGE>
JWP INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,1992
_______________________________________________________________________________
ASSETS
INVESTMENTS AT FAIR VALUE:
IDS Trust Collective Income Fund II $19,540,418
IDS Mutual Inc. 3,136,113
IDS Mutual Funds - Equity 9,558,523
JWP INC. common stock 2,345,817
Loans to participants 745,982
Interest-bearing cash 90,669
__________
Total investments 35,417,522
CASH - Noninterest-bearing 21,109
RECEIVABLES:
Employer's contributions 210,842
Employees'contributions 754,953
Interest receivable 370
__________
Total receivables 966,165
__________
ASSETS AVAILABLE FOR BENEFITS $36,404,796
__________
__________
See notes to financial statements.
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<PAGE>
JWP INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1992
_______________________________________________________________________________
ADDITIONS:
Employer contributions $ 3,924,498
Employee contributions 12,993,751
Investment income 33,575
__________
Total additions 16,951,824
__________
DEDUCTION - WITHDRAWALS 12,033,054
__________
UNREALIZED DEPRECIATION IN FAIR VALUE
AND NET LOSS ON SALE OF INVESTMENTS:
Unrealized depreciation (1,453,797)
Net loss on sales (600,906)
__________
Total (2,054,703)
__________
TRANSFERS FROM OTHER PLANS 13,053,419
__________
INCREASE IN ASSETS 15,917,486
ASSETS AVAIABLE FOR BENEFITS, Beginning of year 20,487,310
__________
ASSETS AVAILABLE FOR BENEFITS, End of year $36,404,796
__________
__________
See notes to financial statements.
- 3 -
<PAGE>
JWP INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31,1992
_____________________________________________________________________________
1. DESCRIPTION OF THE PLAN
The following brief description of the JWP INC. 401(k) Retirement
Savings Plan (the "Plan") is provided for general information purposes
only. References should be made to the Summary Plan Description for more
complete information.
The Plan is a voluntary savings plan sponsored by JWP INC. (the
"Company"). The Plan became effective on September 1, 1984. The Plan was
amended and restated in 1986, 1989 and 1991 to reflect changes required
by the Tax Reform Act of 1986 and subsequent legislation and certain
administrative and conforming amendments. On January 1, 1992, IDS Trust
was designated as the Plan Trustee (the "Trustee") by the Company. The
Trustee is responsible for the investment and control of the Plan assets.
At that date, all the Plan assets at December 31, 1991 were transferred
to the Trustee.
Individual Income Tax Consideration - The Plan complies with the
requirements of Section 401(k) of the Internal Revenue Code, as
amended (the "Code"). As such, the participants' gross income for federal
and state tax purposes is reduced by the amount of their contributions to
the Plan in the current year, subject to the maximum limitation.
Under current income tax regulations, any withdrawals from the Plan are
subject to individual income tax in the year of the distribution. If the
participant has not yet attained the age of 59-1/2, the participant may
be subject to an additional 10 percent tax. A participant can defer the
payment of income tax and avoid the 10 percent additional tax if the
distribution is "rolled over" into an Individual Retirement Account (IRA)
or another employer's qualified plan.
Participation and Vesting - All regular, full-time employees who have
attained age 21 and who have completed three months of service as of
January 1 and July 1, the Plan enrollment dates, are eligible to
participate in the Plan. Additionally, on January 1 and July 1, Plan
participants can change the percentage of pay saved. Plan participants'
contributions may be stopped at any time. Participants and eligible
participants in the Plan on or prior to January 1, 1992 are 100 percent
vested in both their contributions and the Company's on the date the
contribution is made. Participants who become eligible to enroll in the
Plan after January 1, 1992 become 50 percent vested in the Company's
contribution after the completion of one year of service and 100 percent
vested after two years of service.
Contributions - Eligible employees may contribute any whole percentage of
their compensation from 2 percent to 12 percent as a basic contribution.
As an inducement to participate, the Company makes a matching
contribution up to 6 percent of the amount contributed by the employee.
The Company elected to contribute 50 cents for each dollar eligible for
matching subject to an annual matching contribution limit based on IRS
guidelines subject to a 1992 maximum Company match of $1,800.
Investment Options - The participants are permitted to direct their
investments in four different investment options. After April 1, 1992,
participants may change their elections at any time. If an election was
not made by the Plan participant, the employee's contribution is invested
in the IDS Trust Collective Income Fund II - a fixed income fund. Any new
election may apply to future deposits or to
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<PAGE>
past and future deposits, as the participant elects. Company
contributions were automatically invested in the pooled Company Stock
Fund through April 1993 and thereafter to the same investment funds
elected by participants for their own contributions.
Withdrawals and Distributions - Generally, participants may not withdraw
funds until after termination of employment. A participant may, however,
apply in writing to the Plan Administrator at any time for an emergency
"hardship" withdrawal. Under current law, such withdrawal may only be
made for an immediate and severe financial need and may not exceed the
amount needed to meet the cost of the hardship. Under the Code, the
following events are generally considered hardships:
a. The purchase or major rehabilitation of your primary
residence,
b. College education for you or a member of your immediate
family, or
C. Extreme medical expenses not otherwise reimbursed from
insurance or other source.
Upon termination of employment, the participant may elect to receive:
a. A lump-sum cash payment as soon as practicable after the
valuation date following the date of termination, or
b. Substantially equal monthly installments over a period not
to exceed 10 years.
Participants may also elect to leave the money due to them in the Plan
until age 65 or until they consent to receive payment if the value of the
account is greater than $3,500.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements were prepared using the accrual basis of
accounting. Investments in securities are valued at quoted market prices
at December 31, 1992 (see Note 9 for subsequent deterioration of fair
value of JWP INC. common stock). Administrative expenses of the Plan have
been paid by the Company.
3. PLAN FUNDING
The Plan is funded by the participants' elective contributions and the
Company's matching contributions. The participants'contributions are
deposited into the Trust along with the Company's matching contributions
on a monthly basis.
4. PLAN TERMINATION
The Company intends to continue the Plan on a permanent basis. However,
the Company reserves the right to amend, modify, or discontinue the Plan,
since future business conditions cannot be foreseen. No amendment will
reduce vested benefits.
5. TAX STATUS
The Plan, as originally established in 1984 and as subsequently amended,
has been accepted as qualified under Section 401(a) of the Internal
Revenue Code, and conforms to the requirements of the Employee Retirement
Income Security Act of 1974. On October 28, 1988 the Internal Revenue
Service issued a favorable determination letter which applies to plan
years beginning after March 1, 1987.
- 5 -
<PAGE>
The Company is of the opinion that the amended Plan meets the IRS
requirements and therefore continues to be tax-exempt. Accordingly, no
provision for income taxes has been included in the Plan's
financial statements.
6. INFORMATION CERTIFIED BY THE TRUSTEES
All information included in the statement of assets available for
benefits (except contributions receivable) as of December 31, 1992 and
the statement of changes in assets available for benefits (except
employer contributions) has been prepared by IDS. The plan administrator
has obtained a certificate from IDS that such information is complete
and accurate.
7. RELATED PARTY TRANSACTIONS
During 1992, JWP INC. paid administrative fees of approximately $130,000
in connection with the management of the Plan.
8. TRANSFERS FROM OTHER PLANS
During 1992, the assets of the benefit plan of Businessland Inc., Huen
Electric Inc. and Trautman and Shreve were merged into the JWP INC.
401(k) Retirement Savings Plan. These entities had previously
been acquired by JWP INC.
9. SUBSEQUENT EVENTS
In 1992 JWP INC. incurred a loss of approximately $600 million and
negative cash flow from operations of approximately $50 million. It is
also in violation of several covenants contained in loan agreements. In
addition, during the first two quarters of 1993, JWP INC. has continued
to experience losses, and cash flow from operations continues to be
inadequate to fund its operations and service its debt and other
obligations.
At October 8, 1993, the quoted market price of JWP INC. common stock has
declined to $1.125 a share compared with the year-end market price of
$2.50 a share, an aggregate unrealized depreciation of $1,294,344.
As a result of the above, JWP INC. has developed a debt restructuring
and recapitalization plan (the "Plan of Reorganization"), the principal
economic terms of which have been agreed upon by substantially all its
holders of its senior notes and bank indebtedness. Under the terms of
the Plan of Reorganization, holders of JWP INC. common stock will have
no equity interest in the restructured company and, therefore, will
receive no recovery under the plans for reorganization. The Retirement
Plan Committee has commenced interviewing independent legal and
financial advisers to assist in developing and implementing options and
strategies with respect to JWP INC. common stock that are in the best
interests of the Plan participants.
Effective January 1, 1993, the JWP INC. Money Purchase Plan, with assets
aggregating $4,034,393, was merged into the Plan.
* * * * * *
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JWP INC. 401(k) RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31,1992
_________________________________________________________________________________________________________________________________
Identity of
Issues Description Shares Cost Fair Value
<S> <C> <C> <C> <C>
IDS Trust Collective Income
Fund II Shares of Registered Investment Company 1,503,340 $19,552,849 $19,540,418
IDS Mutual Inc. Shares of Registered Investment Company 261,692 3,234,592 3,136,113
IDS Mutual Funds - Equity Shares of Registered Investment Company 591,357 9,782,728 9,558,523
JWP INC. Common Stock 941,341 5,675,348 2,345,817
Promissory notes Loans to participants 745,982 745,982
Other Interest-bearing cash 90,669 90,669
__________ ___________
$39,625,421 $35,417,522
__________ ___________
__________ ___________
</TABLE>
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<PAGE>
JWP INC. 401(k) RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31,1992
__________________________________________________________________________________________________________________________________
Number of Proceeds
Identity of Description Purchase/Sale Purchase from Costs of Net
Party Involved of Assets Transactions Price Dispositions Assets Gain (Loss)
<S> <C> <C> <C> <C> <C> <C>
IDS Trust Collective Shares of Registered 70 $27,164,549 $ - $27,164,549 N/A
Income Fund II Investment Company 162 - 8,596,520 8,575,944 $ 20,576
IDS Mutual Inc. Shares of Registered
Investment Company 172 4,036,315 - 4,036,315 N/A
IDS Mutual Funds - Shares of Registered 308 6,728,982 - 6,728,982 N/A
Equity Investment Company 212 - 3,837,251 3,897,810 (60,559)
JWP INC. Common Stock 27 5,149,791 - 5,149,791 N/A
74 - 856,156 1,417,079 (560,923)
Trautman and Transfer of assets 1,766,418
Shreve
Businessland, Inc. Transfer of assets 11,100,566
</TABLE>
- 8 -
<PAGE>
EXHIBIT 5(b)
Deloitte &
Touche
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and
Supplemental Schedule for the
Year Ended December 31, 1992, and
Independent Auditors' Report
Deloitte Touche
Tohmatsu
International
<PAGE>
Deloitte &
Touche
1633 Broadway Telephone: (212) 489-1600
New York, New York 10019-6754 Facsimile: (212) 489-6944
International & Domestic
Telex: 4995706
INDEPENDENT AUDITORS' REPORT
To the Trustees of the
JWP INC. Employee Stock Ownership Plan:
We were engaged to audit the accompanying statement of assets available for
benefits of the JWP INC. Employee Stock Ownership Plan as of December 31, 1992,
the related statement of changes in assets available for benefits for the year
ended December 31, 1992 and the supplemental schedules of assets held for
investment and reportable transactions as of and for the year ended December
31, 1992. These financial statements and the supplemental schedules are the
responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 5, which was certified by the IDS Trust ("IDS"), the trustee
of the Plan, except for comparing the information with the related information
included in the financial statements and supplemental schedules. We have been
informed by the plan administrator that the trustee holds the Plan's investment
assets and executes investment transactions. The plan administrator has
obtained certifications from IDS as of and for the year ended December 31, 1992
that the information provided to the plan administrator by the trustee is
complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to express, and do not express, an opinion on the accompanying financial
statements and supplemental schedules taken as a whole. The form and content of
the information included in the financial statements and supplemental
schedules, other than that derived from the information certified by the
trustee, have been audited by us in accordance with generally accepted auditing
standards and, in our opinion, are presented in compliance with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
As further discussed in Note 7, JWP INC.'s plans for reorganization provide
that the current holders of JWP INC. common stock receive no recovery on their
investment.
Deloitte & Touche
October 15, 1993
Deloitte Touche
Tohmatsu
International
<PAGE>
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,1992
_______________________________________________________________________________
ASSETS
INVESTMENTS AT FAIR VALUE:
JWP INC. common stock $2,011,629
Interest-bearing cash 48,770
_________
Total investments 2,060,399
INTEREST RECEIVABLE 175
_________
ASSETS AVAILABLE FOR BENEFITS $2,060,574
_________
_________
See notes to financial statements.
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<PAGE>
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,1992
_______________________________________________________________________________
ADDITION - Interest income $ 12,301
_________
DEDUCTION - Withdrawals 2,104,762
_________
UNREALIZED DEPRECIATION IN FAIR VALUE
AND NET LOSS ON SALE OF INVESTMENTS:
Unrealized depreciation on JWP INC. common stock 3,244,995
Net loss on sale of investments 534,130
_________
Total 3,779,125
_________
TRANSFERS FROM OTHER PLANS 2,636,247
_________
DECREASE IN ASSETS 3,235,339
ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 5,295,913
_________
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 2,060,574
_________
_________
See notes to financial statements.
- 3 -
<PAGE>
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31,1992
______________________________________________________________________________
1. DESCRIPTION OF PLAN
The following brief description of the JWP INC. Employee Stock Ownership
Plan (the "Plan") is provided for general information purposes only.
Reference should be made to the Summary Plan Description for more
complete information.
Effective January 1, 1990, the Plan, formerly the JWP INC. Profit Sharing
Plan, was amended and renamed the JWP INC. Employee Stock Ownership Plan.
The Plan is a defined contribution plan sponsored by JWP INC. (the
"Company" and the "Plan Sponsor"). The Plan covers nonunion employees
who have attained the age of 21 and completed three months of service as
of January 1, or July 1, the Plan enrollment dates.
Effective January 1, 1992 the Company designated IDS as the Trustee of
the Plan. The Trustee is responsible for the investment and control of
the Plan assets.
Under current income tax regulations, any distributions from the Plan
are subject to the individual's income tax in the year of the
distribution. If the participant has not yet attained the age of 59-1/2,
the participant may be subject to an additional 10 percent tax.
A participant can defer the payment of income tax and avoid the 10%
additional tax if the distribution is "rolled over" into an IRA or
another employer's qualified plan.
CONTRIBUTIONS
The Company may elect, at its sole discretion, to make a contribution for
the Plan year in JWP INC. common stock or cash. During 1992, the Company
elected not to make a contribution to the Plan. The contribution, if any,
for the Plan year would be allocated among all eligible members for that
Plan year who have been credited with 1,000 hours of service and who are
still employed by the Company on the last day of the Plan year unless
separated from the Company by death, disability or retirement.
Contributions will be allocated to all members eligible to receive an
allocation in proportion of a member's compensation to the compensation
of all eligible members.
The contributions are deposited by the Company into a trust, the JWP INC.
Employee Stock Ownership Trust, where they are invested by the Trustees
in JWP INC. common stock, other investments or held as cash. The stock or
cash may be held in unallocated accounts prior to allocation to each
member.
Prior to January 1, 1991, the Plan did not allow allocations to members
who had a base salary in excess of $150,000.
VESTING
Participants become 100 percent vested in all Company contributions upon
death, disability or retirement. Otherwise, vesting will be determined as
follows:
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<PAGE>
Years of Service Vested
with JWP INC. Percentage
Less than 5 years 0%
After 5 years or more 100%
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements were prepared using the accrual basis
of accounting. Fair value of investments is determined by quoted market
prices at December 31, 1992 (see Note 7 for subsequent deterioration of
fair value of JWP INC. common stock).
3. FEDERAL INCOME TAX
On April 26, 1988 the Internal Revenue Service issued a favorable
determination letter which was subject to the adoption of proposed
amendments to the Plan submitted to the IRS, dated April 1, 1988.
The Plan has been amended and restated through January 1, 1990. The
company is of the opinion that the amended Plan meets the IRS
requirements, and therefore continues to be tax-exempt. Accordingly,
no provision for income taxes has been included in the Plan's official
statements. Employer contributions and the income of the Plan are not
taxable to the participants until such time as distributions are made.
4. RELATED PARTY TRANSACTIONS
In 1992, the Company paid approximately $42,000 for administrative
expenses on behalf of the Plan.
5. INFORMATION CERTIFIED BY THE TRUSTEE
All information included in the statement of assets available for
benefits (except employer contributions receivable) as of December 31,
1992 and the statement of changes in assets available for benefits
(except employer contributions) has been prepared by IDS. The plan
administrator has obtained a certificate from IDS that such information
is complete and accurate.
6. PLAN TERMINATION
The Company intends to continue the Plan on a permanent basis. However,
because future business conditions cannot be foreseen, the Company
reserves the right to amend, modify or terminate the Plan. No amendment
will have the effect of reducing the account balances. In the event of
termination, or the complete discontinuance of the Company's
contributions, the participants' accrued benefits shall become
100 percent vested and nonforfeitable. In the event of partial
termination of the Plan, individuals whose participation in the Plan is
discontinued as a result of such partial termination will be fully
vested.
7. SUBSEQUENT EVENTS
In 1992 JWP INC. incurred a loss of approximately $600 million and
negative cash flow from operations of approximately $50 million. It is
also in violation of several covenants contained in its loan
agreements. In addition, during the first two quarters of 1993, JWP
INC. has continued to experience losses, and cash flow from operations
continues to be inadequate to fund its operations and service its
debt and other obligations.
- 5 -
<PAGE>
At October 8, 1993, the quoted market price of JWP INC. common stock has
declined to $1.125 a share compared with the year-end market price of
$2.50 a share, an aggregate unrealized depreciation of $713,804.
As a result of the above, JWP INC. has developed a debt restructuring
and recapitalization plan (the "Plan of Reorganization"), the principal
economic terms of which have been agreed upon by substantially all its
holders of its senior notes and bank indebtedness. Under the terms of
the Plan of Reorganization, holders of JWP INC. common stock will have
no equity interest in the restructured Company and, therefore, will
receive no recovery under the plans for reorganization. The Retirement
Plan Committee has commenced interviewing independent legal and
financial advisers to assist in developing and implementing options and
strategies with respect to JWP INC. common stock that are in the best
interests of the Plan participants.
8. TRANSFERS FROM OTHER PLANS
Effective August 31, 1992, the JWP Brandt Employee Stock Ownership Plan
("JWP Brandt ESOP") was terminated. Certain assets of the JWP Brandt
ESOP were transferred to the Plan during 1992. In addition, the W.G.
Cornell Employee Stock Ownership Plan was merged, effective March 25,
1992, into the JWP INC. ESOP. This entity had previously been acquired
in 1990 by JWP.
* * * * * *
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<PAGE>
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31,1992
_______________________________________________________________________________
Fair
Identity of Issue Description Shares Cost Value
JWP INC. Common
Stock 519,130 $6,008,271 $2,011,629
Cash Interest-bearing
Cash - 48,770 48,770
__________ __________
$6,057,041 $2,060,399
__________ __________
__________ __________
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<PAGE>
JWP INC. EMPLOYEE STOCK OWNERSHIP PLAN
<TABLE>
<CAPTION>
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31,1992
_____________________________________________________________________________________________
Proceeds
Identity of Description Purchase from Cost of Gain
Party Involved of Assets Price Disposition Assets (Loss)
<S> <C> <C> <C> <C> <C>
JWP INC. Common Stock $ 766,087 $ - $ 766,087 N/A
JWP INC. Common Stock 774,241 - 774,241 N/A
JWP INC. Common Stock 2,584,970 - 2,584,970 N/A
JWP INC. Common Stock 2,544,500 - 2,544,500 N/A
JWP INC. Common Stock - 2,584,970 2,628,991 $(44,021)
JWP INC. Common Stock - 674,995 674,995 0
JWP INC. Common Stock 674,995 - 674,995 N/A
</TABLE>
- 8 -
<PAGE>
EXHIBIT 5(c)
Deloitte &
Touche
JWP INC. MONEY PURCHASE PLAN
Financial Statements for the
Year Ended December 31, 1992, and
Period June 1, 1991 (Date of Inception) to
December 31, 1991 and the
Supplemental Schedules for the
Year Ended December 31, 1991, and
Independent Auditors' Report
Deloitte Touche
Tohmatsu
International
<PAGE>
Deloitte &
Touche
1633 Broadway Telephone: (212) 489-1600
New York, New York 10019-6754 Facsimile: (212) 489-6944
International & Domestic
Telex: 4995706
INDEPENDENT AUDITORS' REPORT
To the Trustees of the
JWP INC. Money Purchase Plan:
We were engaged to audit the accompanying statements of assets available for
benefits of the JWP INC. Money Purchase Plan as of December 31, 1992 and
1991, the related statements of changes in assets available for benefits for
the year ended December 31, 1992 and for the period June 1, 1991 (date of
inception) to December 31, 1991 and the supplemental schedules of assets
held for investment and reportable transactions as of and for the year ended
December 31, 1992. These financial statements and the supplemental schedules
are the responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, the plan administrator instructed us not to
perform, and we did not perform, any auditing procedures with respect to the
information summarized in Note 6, which was cerfified by the IDS Trust
("IDS"), the trustee of the Plan, except for comparing the information with
the related information included in the financial statements and supplemental
schedules. We have been informed by the plan administrator that the trustee
holds the Plan's investment assets and executes investment transactions. The
plan administrator has obtained certifications from IDS as of and for the
period ended December 31, 1992 and 1991 that the information provided to the
plan administrator by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to express, and do not express, an opinion on the accompanying
financial statements and supplemental schedules taken as a whole.
The form and content of the information included in the financial statements
and supplemental schedules, other than that derived from the information
certified by the trustee, have been audited by us in accordance with
generally accepted auditing standards and, in our opinion, are presented in
compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.
Deloitte & Touche
October 15, 1993
Deloitte Touche
Tohmatsu
International
<PAGE>
JWP INC. MONEY PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1992 AND 1991
_______________________________________________________________________________
1992 1991
ASSETS:
Investments at fair value:
IDS Trust Collective Income Fund II $1,451,164
IDS Mutual Fund 63,192
IDS New Dimensions Fund 54,276
IDS Stock Fund 45,945
_________
Total investments 1,614,577
_________
Receivables:
Employer contributions 2,419,816 $1,614,890
Employees' contributions - 23,352
_________ __________
Total receivables 2,419,816 1,638,242
_________ __________
ASSETS AVAILABLE FOR BENEFITS $ 4,034,393 $ 1,638,242
_________ __________
_________ __________
See notes to financial statements.
- 2 -
<PAGE>
JWP INC. MONEY PURCHASE PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992 AND THE
PERIOD JUNE 1, 1991 (DATE OF INCEPTION) TO DECEMBER 31, 1991
_______________________________________________________________________________
1992 1991
ADDITIONS:
Employer contributions $2,419,816 $1,614,890
Employee contributions - 23,352
Investment income 61,846 -
Other 40,588 -
_________ _________
Total additions 2,522,250 1,638,242
_________ _________
DEDUCTION - WITHDRAWALS 125,405 -
_________ _________
UNREALIZED DEPRECIATION IN FAIR VALUE
AND REALIZED GAIN ON SALE OF INVESTMENTS:
Unrealized depreciation (1,409) -
Realized gain on sale 715 -
_________ _________
Net decrease (694) -
_________ _________
INCREASE IN ASSETS 2,396,151 1,638,242
ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF PERIOD 1,638,242 -
_________ _________
ASSETS AVAILABLE FOR BENEFITS, END OF PERIOD $4,034,393 $1,638,242
_________ _________
_________ _________
See notes to financial statements.
- 3 -
<PAGE>
JWP INC. MONEY PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31,1992 AND THE
PERIOD JUNE 1, 1991 (DATE OF INCEPTION) TO DECEMBER 31, 1991
______________________________________________________________________________
1. DESCRIPTION OF PLAN
The following brief description of the JWP INC. Money Purchase Plan (the
"Plan") is provided for general information purposes only. Reference
should be made to the Summary Plan Description for more complete
information.
The Plan is a defined contribution plan sponsored by JWP INC. (the
"Company"). The Plan became effective on June 1, 1991. On January 1,
1992, IDS Trust was designated as the Plan Trustee (the "Trustee") by
the Company. The Trustee is responsible for the investment and control
of the Plan assets. At this time, all the Plan assets held at December
31, 1991 were transferred to IDS.
Under current income tax regulations, any distributions from the Plan
are subject to the individual income tax in the year of the
distribution. If the participant has not yet attained the age of 59-1/2,
the participant may be subject to an additional 10 percent tax. A
participant can defer the payment of income tax and avoid the 10 percent
additional tax if the distribution is "rolled over" into an Individual
Retirement Account (IRA) or another employer's qualified plan.
Participation and Vesting - All regular, full-time nonunion employees who
have attained age 21 and who have completed three months of service as of
January 1 and July 1, the Plan enrollment dates, are eligible
to participate in the Plan. Participants become 100 percent vested in
the Company's contribution after the completion of five years of
service, even if the years of service occurred prior to the effective
date of the Plan. There is no gradual vesting in the Company's
contribution.
Contributions - The Company contributes an amount equal to 3 percent of
an employee's base salary as of January 1, 1992, plus certain
commissions. An employee must be credited with 1,000 hours of service
during the Plan year, and must have been employed by JWP or a
participating subsidiary on December 31 of that year. No contributions
are made by the employees.
Investment Options - The Participants are permitted to direct their
share of the Company's contribution to any of four different investment
options. After April 1, 1992, participants may change their elections
at any time. If an election was not made by the Plan participant, the
employer contribution was invested in the IDS Trust Collective Income
Fund II - a fixed income fund. Any new election may apply to future
deposits or to past and future deposits.
Distributions - A distribution will be made to a beneficiary if the
participant should die, to a participant who becomes disabled or to a
participant who terminates employment and meets the vesting
requirements. Vested employees who leave the company may postpone
distribution until age 65 if the value of the account is greater than
$3,500.
Upon retirement, the participant may elect to receive:
a) Equal monthly payments for the rest of the participant's life, or
b) A lump-sum cash payment of the participant's entire account.
- 4 -
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements were prepared using the accrual basis of
accounting. Fair value of investments in securities are determined by
quoted market prices.
3. PLAN FUNDING
The Plan is funded by the Company. The Company's contributions to the
Plan are made annually in the first quarter of the year following the
Plan year. The contribution receivable at December 31, 1992 was
funded by the Company in the first quarter of 1993. See Note 8 as to the
Company's ability to fund future contributions.
4. PLAN TERNMATION
The Company intends to continue the Plan on a permanent basis. However,
since future business conditions cannot be foreseen, the Company
reserves the right to amend, modify or terminate the Plan. No amendment
will have the effect of reducing the account balances. In the event of
termination, or the complete discontinuance of the Company's
contributions, the participants' accrued benefits shall become
100 percent vested and nonforfeitable. In the event of partial
termination of the Plan, individuals whose participation in the Plan is
discontinued as a result of such partial termination will be fully
vested.
5. FEDERAL INCOME TAX
The Company is in the process of preparing the appropriate information
and data to apply to the Internal Revenue Services ("IRS") for a
favorable determination letter on the Plan. The Plan Sponsor is of the
opinion that the IRS will determine the Plan to be qualified under
Section 401(a) of the Internal Revenue Code, as amended, and will not be
subject to payment of Federal income taxes, being exempt under
Section 501(a). Accordingly, no provision for income taxes has been
included in the Plan's financial statements. Employer contributions and
the income of the Plan are not taxable to the participants until
such time as distributions are made.
6. INFORMATION CERTIFIED BY THE TRUSTEE
All information included in the statement of assets available for
benefits (except contributions receivable) as of December 31, 1992 and
the statement of changes in net assets available for benefits (except
employer contribution) has been prepared by IDS. The plan administrator
has obtained a cerfificate from IDS that such information is complete
and accurate.
7. RELATED PARTY TRANSACTIONS
During 1992, JWP INC. paid administrative fees of approximately $51,000
in connection with the management of the Plan.
8. SUBSEQUENT EVENTS
In 1992 JWP INC. incurred a loss of approximately $600 million and
negative cash flow from operations of approximately $50 million. It is
also in violation of several covenants contained in loan agreements. In
addition, during the first two quarters of 1993, JWP INC. has continued
to experience losses, and cash flow from operations continues to be
inadequate to fund its operations and service its debt and other
obligations.
- 5 -
<PAGE>
As a result of the above, JWP INC. has developed a debt restructuring and
recapitalization plan, (the "Plan of Reorganization"), the principal economic
terms of which have been agreed upon by substantially all its holders of its
senior notes and bank indebtedness.
Effective January 1, 1993, the Plan was merged into the JWP INC. 401(k)
Retirement Savings Plan.
* * * * * *
- 6 -
<PAGE>
JWP INC. MONEY PURCHASE PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1992
______________________________________________________________________________
Fair
Identity of Issue Description Shares Cost Value
IDS Trust Collective Shares of Registered
Income Fund II Investment Company 111,644.975 $1,451,628 $1,451,164
IDS Mutual Inc. Shares of Registered
Investment Company 5,272.989 65,576 63,192
IDS New Dimensions Shares of Registered
Fund Inc. Investment Company 4,109.337 51,429 54,276
IDS Stock Fund Inc. Shares of Registered
Investment Company 2,412.975 47,397 45,945
__________ __________
$1,616,030 $1,614,577
__________ __________
__________ __________
- 7 -
<PAGE>
JWP INC. MONEY PURCHASE PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Number Proceeds
Identity of Description of Sale Purchase from Cost of Gain
Party Involved of Assets Transactions Price Disposition Assets (Loss)
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
IDS Trust Collective Shares of Registered 64 $ - $278,090 $277,375 $715
Income Fund II Investment Company
</TABLE>
- 8 -
<PAGE>
EXHIBIT 5 (d)
Deloitte &
Touche
JWP INC. EMPLOYEE WELFARE PLAN
Financial Statements and
Supplemental Schedule for the
Year Ended December 31, 1992, and
Independent Auditors' Report
Deloitte Touche
Tohmatsu
International
<PAGE>
Deloitte &
Touche
1633 Broadway Telephone: (212) 489-1600
New York, New York 10019-6754 Facsimile: (212) 489-6944
International & Domestic
Telex: 4995706
INDEPENDENT AUDITORS' REPORT
To the Trustees of the JWP INC.
Employee Welfare Plan:
We have audited the accompanying statement of net assets available for
benefits of the JWP INC. Employee Welfare Plan (the "Plan") as of December
31, 1992, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1992. These financial statements
are the responsibility of the Trustees. Our responsibility is to express an
opinion on these official statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall official statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Plan as of December 31, 1992 and the changes
in net assets for the year then ended in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment as of December 31, 1992 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This schedule is the
responsibility of the Trustees. Such schedule has been subjected to the
auditing procedures applied in our audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
As further discussed in Note 6, JWP INC. has developed plans for
reorganization due to continuing negative cash flow from operations.
Deloitte & Touche
October 15, 1993
Deloitte Touche
Tohmatsu
International
<PAGE>
JWP INC. EMPLOYEE WELFARE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,1992
_____________________________________________________________________________
ASSETS:
Cash:
Interest-bearing $ 209,450
Noninterest-bearing 105,870
Contributions receivable - employer 5,139,191
_________
Total assets 5,454,511
CLAIMS PAYABLE 5,454,511
_________
NET ASSETS AVAILABLE FOR BENEFITS $ -
_________
_________
See notes to financial statements.
- 2 -
<PAGE>
JWP INC. EMPLOYEE WELFARE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1992
_____________________________________________________________________________
ADDITIONS:
Contributions - employer $17,364,864
Interest income 12,050
__________
Total additions 17,376,914
CLAIMS PAID 17,376,914
__________
NET CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS $ -
__________
__________
See notes to financial statements.
- 3 -
<PAGE>
JWP INC. EMPLOYEE WELFARE PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31,1992
______________________________________________________________________________
1. DESCRIPTION OF THE PLAN
The JWP INC. Employee Welfare Plan (the "Plan") is a Trust established
by JWP INC. (the "Company") to provide benefits in the event of injury
or sickness to its employees and to eligible dependents of its
employees. The Plan benefits, coverage and limitations are described in
the Insurance Plan handbooks.
The Administrator for the Plan is the Connecticut General Life Insurance
Company ("CIGNA"). CIGNA processes claims, issues benefit payments and
performs administrative services in accordance with Plan documents.
Funding for the Plan is provided by the Company as defined in the Plan
documents.
The Plan became effective December 28, 1989.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements were prepared using the accrual basis of
accounting. Administrative expenses of the Plan have been paid by the
Company.
3. FEDERAL INCOME TAX
The Plan applied to the Internal Revenue Service (IRS) to be recognized
as a trust as described in Section 501(c)(9) of the Internal Revenue
Code. The IRS issued a favorable determination letter on August 6, 1990.
The Company is of the opinion that the Plan continues to be tax-exempt.
Accordingly, no provision for income taxes has been included in the
Plan's financial statements.
4. OTHER
The Plan's estimated maximum potential liability for expenses incurred
but not yet reported in 1992 has been recognized in the Plan's financial
statements.
5 . PLAN TERMINATION
The Company intends to continue the Plan on a permanent basis. However,
since future business conditions cannot be foreseen, the Company
reserves the right to amend, modify or terminate the Plan.
In the event of Plan termination, the Trust Fund shall be applied solely
to the payment of benefits of the type permitted under the Plan, to or
for the benefit of participants at the time of termination.
- 4 -
<PAGE>
6. SUBSEQUENT EVENTS
In 1992 JWP INC. incurred a loss of approximately $600 million and
negative cash flow from operations of approximately $50 million. It is
also in violation of several covenants contained in loan agreements. In
addition, during the first two quarters of 1993, JWP INC. has continued
to experience losses, and cash flow from operations continues to be
inadequate to fund its operations and service its debt and other
obligations.
As a result of the above, JWP INC. has developed a debt restructuring
and recapitalization plan (the "Plan of Reorganization"), the principal
economic terms of which have been agreed upon by substantially all its
holders of its senior notes and bank indebtedness.
* * * * * *
- 5 -
<PAGE>
JWP INC. EMPLOYEE WELFARE PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31,1992
______________________________________________________________________________
Identity of
Issues Description Shares Cost Fair Value
Cash Interest-bearing cash - $209,450 $209,450
- 6 -
