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, 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 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:
Report of Independent Auditors
Audited Financial Statements
Statements of Assets Available for Benefits
Statements of Changes in Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedules
Schedule of Assets Held for Investment
Schedule of Reportable Transactions
Exhibits
The following exhibit is filed herewith:
23.1 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
benefits of the EnviroSource, Inc. Savings Plan as of December 31, 1994 and
1993, and the related statements of changes in assets available for
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 financing
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 benefits of the Plan at
December 31, 1994 and 1993, and the changes in its assets available for
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, 1994 and reportable
transactions 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 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG
Philadelphia, Pennsylvania
April 21, 1995
<PAGE>
EnviroSource, Inc. Savings Plan
<TABLE>
Statements of Assets Available for Benefits
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Assets
Investments at fair value:
Mutual funds $ 12,593,052 $ 10,305,484
EnviroSource, Inc. common stock fund 1,681,567 1,368,773
Participant loans 680,931 432,808
14,955,550 12,107,065
Receivables:
Employee contributions 68,480 38,928
Employer contributions 31,160 18,433
Other 13,094 7,975
112,734 65,336
Assets available for benefits $ 15,068,284 $ 12,172,401
</TABLE>
See accompanying notes.
<PAGE>
EnviroSource, Inc. Savings Plan
<TABLE>
Statements of Changes in Assets Available for Benefits
<CAPTION>
Year Ended December 31,
1994 1993
<S> <C> <C>
Additions:
Contributions:
Employer $ 680,023 $ 577,605
Employee 1,447,025 1,155,466
Total contributions 2,127,048 1,733,071
Investment income:
Interest 55,810 48,908
Dividends 921,817 634,286
Net realized and unrealized depreciation
in fair value of investments (898,167) (131,559)
Total investment income 79,460 551,635
Merger of assets from the Envirosafe
Services, Inc. Savings Plan,
effective April 1, 1994 2,690,666 -0-
Transfer of participants' assets from
other plans 32,344 2,324
Deductions:
Participant withdrawals (2,033,635) (1,468,151)
Net increase in assets available for
benefits 2,895,883 818,879
Assets available for benefits at
beginning of year 12,172,401 11,353,522
Assets available for benefits at
end of year $15,068,284 $12,172,401
See accompanying notes.
</TABLE>
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements
December 31, 1994
Note A - Description of the Plan
The following description of the EnviroSource, Inc. Savings Plan (the
Plan) is provided for general information purposes. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan 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: Conversion Systems, Inc.; Envirosafe Services, Inc.;
Envirosafe Services of Idaho, Inc.; Envirosafe Services of Ohio, Inc.;
Imsamet of Idaho, Inc.; International Mill Service, Inc.; IU Truckload,
Inc.; McGraw Construction Company, Inc. and the Company's Imsamet Division.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
Participants 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, Inc. common
stock fund) of such contributions subject to certain limitations.
Participants 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.
Participants may also make additional contributions to the Plan, subject to
certain limitations, which are not tax deferred.
Vesting
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
contributions.
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
December 31, 1994
Note A - Description of Plan (Continued)
Payment of Benefits
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.
Participant Loans
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 at a fixed rate on the unpaid principal. The interest rate
is determined by the Administrative Committee and reflects the prevailing
market rates for similar types of loans. The interest rate was 9.75% at
December 31, 1994.
Investment Options
Participants may direct employer and employee contributions into any of
four mutual funds or into the Company's stock fund. Investments in mutual
funds are stated at the quoted net asset values of the respective funds.
Investments in the Company's stock are stated at the quoted market price of
the stock.
Plan Termination
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.
Administrative Expenses
Administrative expenses incurred in the operation of the Plan are paid by
the Plan unless the Company, at its discretion, elects to pay these
expenses. For the years ended December 31, 1994 and 1993, such expenses
were paid by the Company and, therefore, are not reflected in the
accompanying financial statements.
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
December 31, 1994
Note B - Investments
Plan investments are held by a bank administered trust fund. The following table
presents the fair value of investments at December 31, 1994 and 1993.
<TABLE>
1994 1993
Number of Number of
Shares Fair Value Shares Fair Value
<S> <C> <C> <C> <C>
Investments (at net asset value)
Vanguard Money Market Prime Fund* $ 4,149,092 $ 4,149,092 $ 3,871,149 $ 3,871,149
Vanguard Bond Market Fund 57,457 527,719 43,254 437,324
Vanguard Wellesley Fund* 115,823 1,976,052 69,002 1,332,230
Vanguard Windsor Fund * 471,558 5,940,189 335,119 4,664,781
Total Mutual Funds 12,593,052 10,305,484
EnviroSource Inc.,
Common Stock Fund * 507,960 1,681,567 399,927 1,368,773
Participant loans 680,931 432,808
Total Investments $14,995,550 $12,107,065
* Represents 5% or more of plan assets.
</TABLE>
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
Note C - Changes in Assets Available for Benefits
The following reflects the changes in net assets available as of December 31,
1994 and 1993:
<TABLE>
Vanguard Vanguard Vanguard
Money Market Investment Bond Vanguard Vanguard
Prime Grade Bond Market Wellesley Windsor
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets available for benefits
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
Interest and dividends 116,795 -0- 27,959 98,879 390,151
Net realized and
unrealized gain/(loss) -0- -0- 3,327 60,725 351,975
Participant withdrawals (915,337) -0- (34,499) (55,491) (287,926)
Participants' interfund
transfers, net (12,722) (3,036) 74,904 (16,515) 28,188
Assets available for benefits
at December 31, 1993 3,889,043 -0- 440,702 1,341,945 4,683,636
Merger and net assets from
other plans 2,541,920 -0- 3,445 13,428 31,619
Contributions 424,497 -0- 100,594 328,767 716,043
Interest and dividends 156,846 -0- 33,455 141,782 588,935
Net realized and
unrealized loss -0- -0- (43,402) (207,629) (592,340)
Participant withdrawals (551,803) -0- (74,053) (277,476) (871,053)
Participants' interfund
transfers, net (2,287,637) -0- 72,074 653,556 1,426,349
Assets available for benefits
at December 31, 1994 $ 4,172,866 $ -0- $ 532,815 $ 1,994,373 $ 5,983,189
</TABLE>
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
Note C - Changes in Assets Available for Benefits (Continued)
<TABLE>
EnviroSource, Inc. Participant
Common Stock Fund Loans Total
<S> <C> <C> <C>
Assets available for benefits at
December 31, 1992 $ 1,520,881 $ 486,208 $ 11,353,522
Net assets from
other plans -0- -0- 2,324
Contributions 553,879 -0- 1,733,071
Interest and dividend 502 48,908 683,194
Net realized and
unrealized gain/(loss) (547,586) -0- (131,559)
Participant withdrawals (133,912) (40,986) (1,468,151)
Participants' interfund transfers, net (9,497) (61,322) -0-
Assets available for benefits at
December 31, 1993 1,384,267 432,808 12,172,401
Merger and net assets from
other plans 15,608 116,990 2,723,010
Contributions 557,147 -0- 2,127,048
Interest and dividends 799 55,810 977,627
Net realized and unrealized loss (54,796) -0- (898,167)
Participant withdrawals (222,340) (36,910) (2,033,635)
Participants' interfund transfers, net 23,425 112,233 -0-
Assets available for benefits at
December 31, 1994 $ 1,704,110 $ 680,931 $ 15,068,284
</TABLE>
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
Note D - 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.
<PAGE>
Supplemental Schedules
<PAGE>
EnviroSource, Inc. Savings Plan Schedule I
Schedule of Assets Held for Investment
[CAPTION]
December 31, 1994
<TABLE>
Number of
Description of Investment Shares Cost Fair Value
<S> <C> <C> <C>
Vanguard Money Market
Prime Fund 4,149,092 $ 4,149,092 $ 4,149,092
Vanguard Bond
Market Fund 57,457 559,621 527,719
Vanguard Wellesley Fund 115,823 2,074,571 1,976,052
Vanguard Windsor Fund 471,588 6,169,406 5,940,189
EnviroSource, Inc.*
Common Stock Fund 507,960 1,784,025 1,681,567
Participant loans bearing
interest rates ranging
from 7.6% to 13.0%. -0- 680,931
$14,736,715 $14,955,550
</TABLE>
* Indicates party-in-interest to the Plan.
<PAGE>
EnviroSource, Inc. Savings Plan Schedule II
Schedule of Reportable Transactions
Year Ended December 31, 1994
Category (I) - A Transaction in excess of 5% of Plan Assets
Description of asset Purchase
Vanguard Windsor Fund $ 1,393,548
<TABLE>
Category (III) - A Series of Transactions in excess of 5% of Plan Assets
<CAPTION>
Description of asset Purchases Sales Gain/(Loss)
<S> <C> <C> <C>
Vanguard Money Market
Prime Fund
164 Purchases and
58 Sales $ 4,650,044 $ 4,036,107 $ -
Vanguard Bond Market Fund
151 Purchases and
30 Sales 302,761 168,130 (5,992)
Vanguard Wellesley Fund
147 Purchases and
44 Sales 1,094,281 390,999 2,055
Vanguard Windsor Fund
159 Purchases and
44 Sales 2,997,598 1,298,479 57,713
EnviroSource, Inc.
Common Stock Fund
113 Purchases and
28 Sales 708,136 274,558 (2,488)
Participant loans
40 Purchases and
5 Sales 364,643 311,618 -
</TABLE>
There were no Category (II) or (IV) reportable transactions during 1994.
<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.
Date: June 20, 1995
ENVIROSOURCE, INC. SAVINGS PLAN
By:/s/ James C. Hull
James C. Hull
Member of the EnviroSource, Inc.
Savings Plan Administrative
Committee
<PAGE>
EXHIBIT INDEX
Number Exhibit Page
23.1 - Consent of Independent Auditors EX-23.1
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 21, 1995 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, 1994.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 20, 1995
