SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(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, 1993.
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 1-1363
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EnviroSource, Inc. Savings Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
EnviroSource, Inc.
Five High Ridge Park
P.O. Box 10309
Stamford, CT 06904-2309
<PAGE>
Audited Financial Statements and Schedules
The following statements and schedules of the EnviroSource,
Inc. Savings Plan are included in this report:
Audited Financial Statements
Report of Independent Auditors
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan
Benefits
Notes to Financial Statements
Schedules
Assets Held for Investment
Transactions or Series of Transactions in
Excess of Five Percent of the Current Value
of Plan
Exhibits
The following exhibit is filed herewith:
24.1 Consent of Independent Auditors
<PAGE>
Report of Independent Auditors
The Savings Plan Administrative Committee
EnviroSource, Inc.
We have audited the accompanying statements of assets available
for plan benefits of the EnviroSource, Inc. Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes
in assets available for plan benefits for the years then ended.
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 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 financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the assets available
for plan benefits of the Plan at December 31, 1993 and 1992, and
the changes in its assets available for plan benefits for the
years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of
December 31, 1993 and transactions or series of transactions in
excess of 5% of the current value of plan assets for the year
then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements.
The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1993 financial statements
and, in our opinion, are fairly stated in all material respects
in relation to the 1993 financial statements taken as a whole.
ERNST & YOUNG
Philadelphia, Pennsylvania
April 19, 1994
<PAGE>
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
ENVIROSOURCE, INC. SAVINGS PLAN
December 31,
1993 1992
ASSETS
Investments at fair value:
Mutual funds $ 10,305,484 $ 9,300,165
EnviroSource, Inc. common stock 1,368,773 1,509,907
Loans to participants 432,808 486,208
------------ ------------
12,107,065 11,296,280
Receivables:
Employee contributions 38,928 34,542
Employer contributions 18,433 15,489
Other 7,975 7,211
------------ ------------
65,336 57,242
------------ ------------
ASSETS AVAILABLE FOR
PLAN BENEFITS $ 12,172,401 $ 11,353,522
============ ============
See notes to financial statements.
<PAGE>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE
FOR PLAN BENEFITS
ENVIROSOURCE, INC. SAVINGS PLAN
Year Ended December 31,
1993 1992
Contributions:
Employer $ 577,605 $ 543,586
Employee 1,155,466 1,154,792
----------- -----------
TOTAL CONTRIBUTIONS 1,733,071 1,698,378
Investment Income:
Interest 48,908 49,918
Dividends 634,286 508,506
Net realized and unrealized
(depreciation)/appreciation
in fair value of investments (131,559) 984,551
----------- -----------
TOTAL INVESTMENT INCOME 551,635 1,542,975
Withdrawals (1,468,151) (1,804,426)
Transfer of participants' assets
to the EnviroSource, Inc.
Profit Sharing Plan, effective
January 1, 1992 -0- (878,988)
Merger of net assets from the IU
Truckload, Inc. Plan, effective
December 31, 1992 -0- 23,218
Transfer of participants' assets
from other plans 2,324 -0-
----------- -----------
INCREASE IN ASSETS AVAILABLE
FOR PLAN BENEFITS 818,879 581,157
Assets available for plan benefits
at beginning of year 11,353,522 10,772,365
----------- -----------
ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $12,172,401 $11,353,522
=========== ===========
See notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ENVIROSOURCE, INC. SAVINGS PLAN
DECEMBER 31, 1993
NOTE A - DESCRIPTION OF PLAN
The following brief description of the EnviroSource, Inc. Savings
Plan (the Plan) is provided for general information.
Participants should refer to the Plan document for more complete
information.
The EnviroSource, Inc. Savings Plan is a defined contribution
plan available to all salaried and certain hourly, nonunion
employees of EnviroSource, Inc. (the Company) and other
participating employers that have completed one year of service
as defined by the Plan document. Other participating employers
and affiliates of the Company are: International Mill Service,
Inc., Conversion Systems, Inc., Imsamet of Idaho, Inc., McGraw
Construction Company, Inc., IU Truckload, Inc. and the Company's
Imsamet Division. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 and the
provisions of Section 401(k) of the Internal Revenue Code.
Eligible employees may make tax-deferred contributions of 2% to
6% of their base salary, with the participating employer
contributing an amount equal to 50% (100% if the contribution is
invested in the EnviroSource Stock Fund) of such contributions
subject to certain limitations. Employees may make additional
tax-deferred contributions of 1% to 6% of their base salary
without further contributions by the participating employer up to
the annual limit prescribed by the Internal Revenue Code.
Employees may also make additional contributions to the Plan,
subject to certain limitations, which are not tax deferred. The
Plan allows a participant to transfer to the Plan the entire
amount received as a distribution from another qualified trust or
individual retirement program with certain restrictions.
Contributions are invested as directed by the employee in various
eligible investment funds. Interest, dividends and other income
earned by each of the investment funds are reinvested in the same
funds. Separate accounts are maintained for each participant.
Participants have a nonforfeitable interest in 100% of the amount
of contributions they make. Generally, participants become 100%
vested in the amount of matching contributions made by
participating employers upon the earlier of age 65, death or
disability, termination of the Plan, discontinuance of matching
contributions by participating employers or completion of five
years of qualifying service. Participants with less than five
years of qualifying service become 20% vested in the matching
accounts for each year of qualifying service. Formerly terminated
participants, upon their re-hire within a period of
time following the initial termination as outlined in the Plan,
may have their forfeited benefits restored. Forfeitures of
matching accounts by participants not fully vested at their
termination are used to fund benefits required to be restored and
the excess, if any, is used to reduce the employer's obligation
to make matching deposits.
Following termination, participants receive lump-sum
distributions unless they elect to receive annual benefits over a
ten year period. Distributions paid to participants that have
not reached age 65 require the consent of the participant.
Participant accounts with balances less than $3,500 will be
distributed as a lump sum without the participant's consent.
A qualified participant may request a loan once in any 12-month
period subject to the approval of the Plan's Administrative
Committee. The amount of loans outstanding at any time for a
participant may not exceed 50% of the vested balance in the
participant's account or $50,000. The loans are payable over a
period of up to five years unless otherwise specified and bear
interest on the unpaid principal at prevailing market rates for
similar types of loans. The interest rate, periodically adjusted
by the Administrative Committee, was 8% at December 31, 1993.
Under certain circumstances, participants may withdraw amounts in
accounts established for their contributions subject to
suspension from participation in the Plan for periods specified
by the Plan. Vested, matching account balances may not be
withdrawn until the participant reaches age 59-1/2. The Plan's
Administrative Committee may permit participants to withdraw any
amounts in their accounts in the event of an immediate and heavy
financial need without suspension from the Plan up to the amount
necessary to satisfy such financial need.
Although the Company has not expressed any intent to terminate
the Plan, it may do so at any time. In the event the Plan is
terminated, participants are fully vested in the amount
previously credited to their accounts and such amounts will be
distributed to them, as described in the Plan.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Investments
Investments in mutual funds are stated at the quoted net asset
values of the respective funds. Investments in EnviroSource,
Inc. common stock are stated at the quoted market price.
Administrative Expenses
Administrative expenses incurred in the operation of the Plan are
paid by the Plan unless the Company, at its discretion,
determines that these expenses should be paid by the Company.
Presently, such expenses are borne by the Company and, therefore,
are not reflected in the accompanying financial statements.
<PAGE>
<TABLE>
NOTE C - INVESTMENTS IN MUTUAL FUNDS
1993 1992
Shares Fair Value Shares Fair Value
Investments (at net asset value)
Vanguard Money Market Trust:
<S> <C> <C> <C> <C>
Prime Fund 3,871,149 $ 3,871,149 4,272,449 $ 4,272,449
Vanguard Fixed Income Securities
Funds:
Bond Market Fund 43,254 437,324 28,469 281,873
Investment Grade Bond Fund -0- -0- 342 3,036
Vanguard Equity Funds:
Wellesley Income Fund 69,002 1,332,230 55,751 1,012,829
Windsor Fund 335,119 4,664,781 292,726 3,729,978
----------- -----------
$10,305,484 $ 9,300,165
=========== ===========
</TABLE>
<PAGE>
NOTE D - CHANGES IN ASSETS
<TABLE>
Participant Directed Investment Options
Vanguard Fixed Income Vanguard
Securites Funds Equity Funds
Vanguard Investment Bond Wellesley
Prime Grade Bond Market Income Windsor
Fund Fund Fund Fund Fund
Assets at
<S> <C> <C> <C> <C> <C>
January 1, 1992 $ 5,221,905 $ -0- $ 338,089 $ 801,289 $ 3,378,614
Net assets from/(to)
other plans (286,071) 3,036 (176,709) (48,989) (102,366)
Contributions 556,088 -0- 76,449 202,886 435,890
Investment and
loan income 171,046 -0- 21,536 72,569 243,355
Net realized and
unrealized gain (loss) -0- -0- 4,115 14,538 294,605
Withdrawals (780,632) -0- (145,636) (152,231) (593,780)
Transfers (588,803) -0- 166,817 129,607 89,216
----------- ------- ---------- ---------- -----------
Assets at
December 31, 1992 4,293,533 3,036 284,661 1,019,669 3,745,534
Net assets from
other plans -0- -0- -0- 1,162 1,162
Contributions 406,774 -0- 84,350 233,516 454,552
Investment and
loan income 116,795 -0- 27,959 98,879 390,151
Net realized and
unrealized gain (loss) -0- -0- 3,327 60,725 351,975
Withdrawals (915,337) -0- (34,499) (55,491) (287,926)
Transfers (12,722) (3,036) 74,904 (16,515) 28,188
----------- ------- ---------- ---------- -----------
Assets at
December 31, 1993 $ 3,889,043 $ -0- $ 440,702 $1,341,945 $ 4,683,636
=========== ======= ========== ========== ===========
</TABLE>
<PAGE>
NOTE D - CHANGES IN ASSETS (Cont'd)
<TABLE>
------------
Total
Participant
Directed
EnviroSource Investment Participant
Stock Fund Options Loans Total
Assets at
<S> <C> <C> <C> <C>
January 1, 1992 $ 558,613 $10,298,510 $ 473,855 $10,772,365
Net assets from/(to)
other plans (170,194) (781,293) (74,477) (855,770)
Contributions 427,065 1,698,378 -0- 1,698,378
Investment and
loan income -0- 508,506 49,918 558,424
Net realized and
unrealized gain (loss) 671,293 984,551 -0- 984,551
Withdrawals (78,095) (1,750,374) (54,052) (1,804,426)
Transfers 112,199 (90,964) 90,964 -0-
----------- ----------- ----------- -----------
Assets at
December 31, 1992 1,520,881 10,867,314 486,208 11,353,522
Net assets from
other plans -0- 2,324 -0- 2,324
Contributions 553,879 1,733,071 -0- 1,733,071
Investment and
loan income 502 634,286 48,908 683,194
Net realized and
unrealized gain (loss) (547,586) (131,559) -0- (131,559)
Withdrawals (133,912) (1,427,165) (40,986) (1,468,151)
Transfers (9,497) 61,322 (61,322) -0-
----------- ----------- ----------- -----------
Assets at
December 31, 1993 $ 1,384,267 $11,739,593 $ 432,808 $12,172,401
=========== =========== =========== ===========
</TABLE>
<PAGE>
NOTE E - FEDERAL INCOME TAXES
The Plan is qualified under Section 401(a) of the Internal Revenue
Code and thus is exempt from federal income taxes under Section
501(a) of the Internal Revenue Code. The Plan will on a timely
basis request a new favorable tax determination letter from the
Internal Revenue Service.
NOTE F - PLAN MERGER
Effective April 1, 1994, the Envirosafe Services, Inc. Savings Plan
was merged into the Plan. All assets of the Envirosafe Services
Plan, which had a fair value at that date of $2,528,917, were
transferred into the Plan and were credited to the accounts of the
participants transferred to the Plan.
<PAGE>
<TABLE>
Schedule I
ASSETS HELD FOR INVESTMENT
ENVIROSOURCE, INC. SAVINGS PLAN
December 31, 1993
Identity of Issue Description of Investment Shares Cost Fair Value
Vanguard Money
Market Trust:
<S> <S> <C> <C> <C>
Prime Fund Registered Investment Shares 3,871,149 $3,871,149 $ 3,871,149
Vanguard Fixed Income
Securities Fund:
Bond Market Fund Registered Investment Shares 43,254 429,072 437,324
Vanguard Equity Funds:
Wellesley Income Fund Registered Investment Shares 69,002 1,216,918 1,332,230
Windsor Fund Registered Investment Shares 335,119 4,244,428 4,664,781
EnviroSource, Inc.
Common Stock Common Stock 399,927 1,412,988 1,368,773
Loans to Participants Range of Interest Rates
from 11% to 8% -0- 432,808
----------- -----------
$11,174,555 $12,107,065
=========== ===========
</TABLE>
Note - EnviroSource, Inc. is a party-in-interest to the Plan.
<PAGE>
Schedule II
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
FIVE PERCENT OF THE CURRENT VALUE OF PLAN
ENVIROSOURCE, INC. SAVINGS PLAN
Year Ended December 31, 1993
Category (III) - Series of Transactions in excess of 5% of Plan
Assets
Description of asset Purchases Sales Gain
Vanguard Money Market
Prime Fund
115 Purchases and
57 Sales $ 1,018,295 $ 1,770,498 $ (12)
Wellesley Income Fund
111 Purchases and
29 Sales 661,975 254,820 29,843
Windsor Fund
110 Purchases and
41 Sales 1,284,725 512,566 61,043
EnviroSource Stock Fund
92 Purchases and
26 Sales 615,770 176,197 13,277
There were no category (I), (II) or (IV) reportable transactions in
1993.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
ENVIROSOURCE, INC. SAVINGS PLAN
By: /S/ JAMES C. HULL
James C. Hull
Member of the EnviroSource, Inc.
Savings Plan Administrative
Committee
Dated: May 27, 1994
<PAGE>
EXHIBIT INDEX
Number Exhibit Page
24.1 - Consent of Independent Auditors EX-24.1
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to the Registration Statement (Form S-8 No. 33-
34566) pertaining to the EnviroSource, Inc. Savings Plan and in
the related Prospectus of our report dated April 19, 1994 with
respect to the financial statements and schedules of the
EnviroSource, Inc. Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1993.
