<PAGE>
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, 1995.
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.
1155 Business Center Drive
Horsham, Pennsylvania 19044-3454
<PAGE>
EnviroSource, Inc. Savings Plan
Financial Statements and Supplemental Schedules
Years ended December 31, 1995 and 1994
Contents
Report of Independent Auditors . . . . . . . . . . . . . . . . . . .1
Audited Financial Statements
Statements of Assets Available for Benefits . . . . . . . . . . . .2
Statement of Changes in Assets Available for Benefits,
With Fund Information - Year Ended December 31, 1995 . . . . . . .3
Statement of Changes in Assets Available for Benefits,
With Fund Information - Year Ended December 31, 1994 . . . . . . .4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes. . . . . . . . . . .8
Schedule of Reportable Transactions. . . . . . . . . . . . . . . . .9
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, 1995 and
1994, 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 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 benefits of the Plan at
December 31, 1995 and 1994, and the changes in its assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1995,
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 audits 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 LLP
Philadelphia, Pennsylvania
April 26, 1996
<PAGE>
<TABLE>
<CAPTION>
EnviroSource, Inc. Savings Plan
Statements of Assets Available for Benefits
December 31,
1995 1994
---- ----
<S> <C> <C>
Assets
Investments, at fair value:
Mutual funds:
Vanguard Money Market Prime Fund $ 3,755,565 $ 4,149,092
Vanguard Bond Index Fund 538,656 527,719
Vanguard Wellesley Income Fund 2,344,388 1,976,052
Vanguard Windsor Fund 7,378,917 5,940,189
--------- ---------
14,017,52 12,593,052
EnviroSource, Inc. Common Stock Fund 1,780,543 1,681,567
Participant Loans 714,223 680,931
------- -------
Total investments, at fair value 16,512,292 14,955,550
Receivables:
Employee contributions 64,196 68,480
Employer contributions 27,162 31,160
Other 14,619 13,094
------ ------
Total receivables 105,977 112,734
------- -------
Assets available for benefits $16,618,269 $15,068,284
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
EnviroSource, Inc. Savings Plan
Statement of Changes in Assets Available for Benefits, With Fund Information
Year ended December 31, 1995
Vanguard
Money Vanguard Vanguard
Market Bond Wellesley Vanguard EnviroSource, Inc.
Prime Index Income Windsor Common Stock Participant
Fund Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 295,354 $ 67,913 $ 235,679 $ 506,895 $ 337,497 $ -0- $ 1,443,338
Employer 117,382 25,318 90,801 191,296 266,290 -0- 691,087
------- ------ ------ ------- ------- - -------
Total contributions 412,736 93,231 326,480 698,191 603,787 -0- 2,134,425
Investment income (loss):
Interest -0- -0- -0- -0- -0- 60,031 60,031
Dividends 254,726 35,929 154,805 834,490 60 -0- 1,280,010
Net realized and
unrealized appreciation
(depreciation)in fair
value of investments -0- 53,796 375,038 869,605 (228,058) -0- 1,070,381
- ------ ------- ------- -------- - ---------
Total investment
income (loss) 254,726 89,725 529,843 1,704,095 (227,998) 60,031 2,410,422
Transfer of participants'
assets from other plans 11,914 -0- 29,072 7,073 1,116 -0- 49,175
------ - ------ ----- ----- - ------
Total additions 679,376 182,956 885,395 2,409,359 376,905 60,031 4,594,022
Deductions:
Participant withdrawals 993,422 132,662 524,486 1,079,781 269,134 44,552 3,044,037
------- ------- ------- --------- ------- ------ ---------
Net increase (decrease)
prior to interfund
transfers (314,046) 50,294 360,909 1,329,578 107,771 15,479 1,549,985
Interfund transfers, net (86,220) (40,059) 7,117 111,574 (10,224) 17,812 -0-
------- ------- ----- ------- ------- ------ -
Net increase (decrease) in
assets available for
benefits (400,266) 10,235 368,026 1,441,152 97,547 33,291 1,549,985
Assets available for
benefits at beginning
of year 4,172,866 532,815 1,994,373 5,983,189 1,704,110 680,931 15,068,284
--------- ------- --------- --------- --------- ------- ----------
Assets available for
benefits at end of year $3,772,600 $543,050 $2,362,399 $7,424,341 $1,801,657 $714,222 $16,618,269
========== ======== ========== ========== ========== ======== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
EnviroSource, Inc. Savings Plan
Statement of Changes in Assets Available for Benefits, With Fund Information
Year ended December 31, 1994
Vanguard
Money Vanguard Vanguard
Market Bond Wellesley Vanguard EnviroSource, Inc.
Prime Index Income Windsor Common Stock Participant
Fund Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 296,111 $ 72,454 $ 239,103 $ 524,061 $ 315,296 $ -0- $ 1,447,025
Employer 128,386 28,140 89,664 191,982 241,851 -0- 680,023
------- ------ ------ ------- ------- - -------
Total contributions 424,497 100,594 328,767 716,043 557,147 -0- 2,127,048
Investment income (loss):
Interest -0- -0- -0- -0- -0- 55,810 55,810
Dividends 156,846 33,455 141,782 588,935 799 -0- 921,817
Net realized and
unrealized depreciation
in fair value of
investments -0- (43,402) (207,629) (592,340) (54,796) -0- (898,167)
- ------- -------- -------- ------- - --------
Total investment
income (loss) 156,846 (9,947) (65,847) (3,405) (53,997) 55,810 79,460
Merger of assets from the
Envirosafe Services, Inc.
Savings Plan, effective
April 1, 1994 2,536,766 2,536 8,274 21,339 4,761 116,990 2,690,666
Transfer of participants'
assets from other plans 5,154 909 5,154 10,280 10,847 -0- 32,344
----- --- ----- ------ ------ - ------
Total additions 3,123,263 94,092 276,348 744,257 518,758 172,800 4,929,518
Deductions:
Participant withdrawals 551,803 74,053 277,476 871,053 222,340 36,910 2,033,635
------- ------ ------- ------- ------- ------ ---------
Net increase (decrease)
prior to interfund
transfers 2,571,460 20,039 (1,128) (126,796) 296,418 135,890 2,895,883
Interfund transfers, net (2,287,637) 72,074 653,556 1,426,349 23,425 112,233 -0-
---------- ------ ------- --------- ------ ------- -
Net increase in assets
available for benefits 283,823 92,113 652,428 1,299,553 319,843 248,123 2,895,883
Assets available for
benefits at beginning
of year 3,889,043 440,702 1,341,945 4,683,636 1,384,267 432,808 12,172,401
--------- ------- --------- --------- --------- ------- ----------
Assets available for
benefits at end of year $4,172,866 $532,815 $1,994,373 $5,983,189 $1,704,110 $680,931 $15,068,284
========== ======== ========== ========== ========== ======== ===========
</TABLE>
See notes to financial statements.
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements
December 31, 1995
Note A - Description of the Plan
The following is a general description of the EnviroSource, Inc. Savings
Plan (the Plan). Participants should refer to the Plan document for a more
complete description of its provisions.
General
The Plan is a defined contribution plan available to all salaried and
certain nonunion, hourly employees, of EnviroSource, Inc. (the Company)
and other affiliated participating employers, who have completed one year
of service, as defined by the Plan document. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may make tax-deferred contributions ranging from 2% to 6% of
their base salaries, with the participating employer contributing a
matching amount equal to 50% (100% if the contributions are invested in the
EnviroSource, Inc. common stock fund) of such contributions subject to
certain limitations. Participants may make additional tax-deferred
contributions ranging from 1% to 6% of their base salaries without further
contributions by the participating employers 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 their contributions.
Generally, participants become 20% vested in the matching contributions
made by participating employers for each year of qualifying service. In
addition, participants become 100% vested upon reaching age 65, death or
disability, termination of the Plan or discontinuance of matching
contributions by participating employers. Forfeitures of matching account
balances, by participants not fully vested at their termination, are used
to fund benefits required to be restored for formerly terminated
participants and the excess, if any, is used to reduce the employer's
obligation to make matching contributions.
Payment of Benefits
Upon termination of employment, participants receive lump-sum
distributions unless they elect to receive annual benefits over a ten year
period. However, participants with account balances less than $3,500
always receive lump-sum distributions. Distributions to participants who
have not reached age 65 require the consent of the participant.
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
December 31, 1995
Note A - Description of Plan (Continued)
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 total
amount of loans outstanding at any time for a participant may not exceed
the lesser of 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 and bear
interest at market rates prevailing when the loans are made.
Investment Options and Valuation
Participants may direct employer and employee contributions into any of
four mutual funds or into the EnviroSource, Inc. common stock fund.
Investments in mutual funds are stated at the quoted net asset values of
the respective funds. Investments in the EnviroSource, Inc. common stock
are stated at the quoted market price of the stock.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
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
become fully vested in their accounts and such amounts will be distributed
to them as described in the Plan.
Administrative Expenses
Administrative expenses incurred by the Plan are paid by the Company.
Federal Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan's Administrative Committee is not
aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
<PAGE>
EnviroSource, Inc. Savings Plan
Notes to Financial Statements (Continued)
December 31, 1995
Note B - Investments
<TABLE>
<CAPTION>
Plan investments are held by a bank administered trust fund.
The following reflects the fair value of investments at December 31, 1995
and 1994.
1995 1994
---- ----
Shares Fair Value Shares Fair Value
------ ---------- ------ ----------
Investments (at net asset value)
- - --------------------------------
<S> <C> <C> <C> <C>
Vanguard Money Market Prime Fund * 3,755,565 $ 3,755,565 4,149,092 $ 4,149,092
Vanguard Bond Index Fund 53,039 538,656 57,457 527,719
Vanguard Wellesley Income Fund * 114,643 2,344,388 115,823 1,976,052
Vanguard Windsor Fund * 507,636 7,378,917 471,558 5,940,189
--------- ---------
Total Mutual Funds 14,017,526 12,593,052
EnviroSource Inc., Common Stock Fund * 587,533 1,780,543 507,960 1,681,567
Participant loans 714,223 680,931
------- -------
Total Investments $16,512,292 $14,955,550
=========== ===========
</TABLE>
* Represents 5% or more of plan assets available for benefits at the end
of the year.
<PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
<CAPTION>
EnviroSource, Inc. Savings Plan Schedule I
Schedule of Assets Held for Investment Purposes
December 31, 1995
Description of Investment Shares Cost Fair Value
- - ------------------------- ------ ---- ----------
<S> <C> <C> <C>
Vanguard Money Market
Prime Fund 3,755,565 $ 3,755,565 $ 3,755,565
Vanguard Bond
Index Fund 53,039 520,917 538,656
Vanguard Wellesley
Income Fund 114,643 2,115,401 2,344,388
Vanguard Windsor Fund 507,636 6,911,366 7,378,917
EnviroSource, Inc.*
Common Stock Fund 587,533 2,134,109 1,780,543
Participant loans (bearing
interest at rates ranging
from 7.6% to 13.0%) -0- 714,223
- -------
$15,437,358 $16,512,292
=========== ===========
</TABLE>
* Indicates party-in-interest to the Plan.
<PAGE>
EnviroSource, Inc. Savings Plan Schedule II
Schedule of Reportable Transactions
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Category (III) - Series of Transactions in excess of 5% of Plan Assets
- - ----------------------------------------------------------------------
Cost of Proceeds
Description of asset Purchases from Sales Net Gain
- - -------------------- --------- ---------- --------
<S> <C> <C> <C>
Vanguard Money Market
Prime Fund
235 Purchases and
72 Sales $1,118,074 $1,577,189 $ -0-
Vanguard Wellesley
Income Fund
209 Purchases and
48 Sales $ 730,460 $ 705,505 $ 29,162
Vanguard Windsor Fund
222 Purchases and
60 Sales $2,055,176 $1,447,990 $134,262
EnviroSource, Inc.*
Common Stock Fund
198 Purchases and
26 Sales $ 633,597 $ 134,060 $ 2,732
</TABLE>
* Indicates party-in-interest to the Plan.
There were no Category (I), (II), or (IV) reportable transactions during
1995.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of 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.
Dated: June 18, 1996
ENVIROSOURCE 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
<PAGE>
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 26, 1996, with
respect to the financial statements and schedules of the
EnviroSource, Inc. Savings Plan included in the Annual Report
(Form 11-K) for the year ended December 31, 1995.
/S/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 18, 1996
