SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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
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: 1-5646
Full title of the Plan and address of the Plan,
if different from that of the issuer named below:
MELROE SAVINGS AND INVESTMENT PLAN
Name of the issuer of the securities held
pursuant to the Plan and the address of
its principal executive office:
CLARK EQUIPMENT COMPANY
100 North Michigan Street
P. O. Box 7008
South Bend, Indiana 46634
Total Number of Pages: 14
Exhibit Index at Page: 13
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Attached hereto are the financial statements and schedules for the
Melroe Savings and Investment Plan ("Plan") prepared in accordance with
the financial reporting requirements of the Employee Retirement Income
Security Act of 1974.
Exhibits
(24) Consent of Price Waterhouse
************************************************************
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
MELROE SAVINGS AND INVESTMENT PLAN
By /s/ Dennis D. Beehler
Dennis D. Beehler
Member, Administrative Committee
By /s/ Nancy L. Boose
Nancy L. Boose
Member, Administrative Committee
By /s/ Virginia A. Hippenmeyer
Virginia A. Hippenmeyer
Member, Administrative Committee
By /s/ Richard J. Rosenthal
Richard J. Rosenthal
Member, Administrative Committee
By /s/ Robert D. Johnson
Robert D. Johnson
Member, Administrative Committee
Date: June 30, 1994
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Melroe Savings and
Investment Plan
Financial Statements
December 31, 1993 and 1992
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Report of Independent Accountants
To the Participants and Administrator
of the Melroe Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available
for benefits present fairly, in all material respects, the net assets
available for benefits of the Melroe Savings and Investment Plan at
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse
South Bend, Indiana
June 24, 1994
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MELROE SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
<TABLE>
Net assets available for benefits at December 31,
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan's undivided
interest in the
assets of the Clark
Equipment Company
Master Trust for
Individual Account
Plans (Notes 3 and 6) $1,560,188 $717,281 $425,860 $184,529 $1,513,767 $ 359,443 $3,499,815 $1,261,253
Net assets available
for benefits $1,560,188 $717,281 $425,860 $184,529 $1,513,767 $ 359,443 $3,499,815 $1,261,253
The accompanying notes are an integral part of these financial statements.
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/TABLE
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MELROE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
<TABLE>
For the years ended December 31,
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan's undivided interest
in investment income
of the Clark Equipment
Company Master Trust for
Individual Account Plans
(Note 6) $103,594 $ 32,574 $ 26,582 $ 11,524 $784,359 $(54,802) $914,535 $ (10,704)
Contributions (Note 4):
Employee 722,078 559,032 217,673 162,569 19,290 17,898 959,041 739,499
Employer 376,468 310,874 376,468 310,874
722,078 559,032 217,673 162,569 395,758 328,772 1,335,509 1,050,373
Total additions 825,672 591,606 244,255 174,093 1,180,117 273,970 2,250,044 1,039,669
Interfund transfers 20,554 (5,183) (231) (5,292) (20,323) 10,475
Distributions to
participants (3,319) (4,684) (2,693) (5,470) (2,066) (11,482) (6,750)
Net increase (decrease) 842,907 581,739 241,331 168,801 1,154,324 282,379 2,238,562 1,032,919
Net assets available
for benefits:
Beginning of year 717,281 135,542 184,529 15,728 359,443 77,064 1,261,253 228,334
End of year $1,560,188 $ 717,281 $425,860 $184,529 $1,513,767 $359,443 $3,499,815 $1,261,253
The accompanying notes are an integral part of these financial statements.
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of the Plan
General...The Melroe Savings and Investment Plan (the "Plan"), as
amended, is administered by a committee appointed by the Board of Direc-
tors of Clark Equipment Company (the "Company") for the benefit of
eligible employees. The Plan was adopted and made effective December 1,
1991.
Participation...All individuals employed by the Melroe Company, and
whose terms of employment are governed by a collective bargaining
agreement with Local Union No. 566 and 560 of Allied Industrial Workers
of America, AFL-CIO, are eligible to participate in the Plan upon
completion of at least one year of service as defined in the Plan.
Contributions...Eligible employees electing to participate in the Plan
may make monthly basic contributions of from 1% to 6% of their base pay,
as defined by the Plan, and may also make supplemental monthly
contributions of 1% to 10% of their base pay. Employee contributions
were subject to limitations imposed by the Internal Revenue Service.
The Company makes monthly contributions to the Plan equivalent to 50% of
the amount of the basic contributions made by participating employees.
Vesting...Participants are immediately vested in 100% of all Company
contributions.
Participant-directed investment programs...Participating employees must
elect to allocate their contributions to either (a) a fixed income fund
under a group annuity contract (Fund A), (b) an equity fund which
invests in equity securities (Fund B), (c) a Clark Equipment Company
common stock fund (Fund C), or (d) any two or all three funds in any
combination in 25% increments. There were 529 and 452 employees
participating in the Plan at December 31, 1993 and 1992, respectively.
The participant-directed allocation of deposits or contributions by
investment fund as of December 31 for each year is as follows:
100% to 25% or more to
********************* ****************************
Funds Funds Funds Funds
Fund A Fund B Fund C A & B A & C B & C A&B&C Total
1993 313 41 4 142 8 11 10 529
1992 279 36 3 118 2 6 8 452
Borrowings...The Plan allows participants the option of borrowing against
their available fund balances (excluding Company-matched contributions).
The principal amount of any participant loan, at origination or renewal,
shall not be less than $500 and the maximum loan amount shall not exceed the
lesser of 50% of the vested portion of the participant's fund balances or
$50,000. The $50,000 maximum loan amount, however, is reduced by the
highest outstanding loan balance of the preceding year. Participants are
required to repay loans in monthly installments over the term of the loan,
generally ranging from one to five years. The loan interest rate is fixed
by the Harris Trust and Savings Bank prime rate, as of the loan application
date, plus one percentage point. The loan rates were 6.5% and 7% at
December 31, 1993 and 1992.
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
Distributions...Distributions of participant account balances occur upon
termination of employment, retirement, disability or death. Participants
have the option to defer the distribution of benefits. However, the
participants are prohibited from making contributions during the deferral
period.
Federal Income Tax Status...The plan administrator was advised by the
Internal Revenue Service on November 5, 1992 that the Plan as amended
through November 11, 1992 constitutes a qualified plan under the appropriate
sections of the Internal Revenue Code (IRC), and is therefore not subject to
Federal Income Tax. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the plan's tax
counsel believe that the plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
Plan Termination...Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
2. Accounting Policies
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of accounting.
Investments
Investments in equity securities are stated at quoted market value.
Investments in group annuity contracts are stated at contract value. Net
unrealized appreciation or depreciation for the period is reflected in the
statement of changes in net assets available for benefits. Realized gains
or losses on sales of investments are recorded as the difference between
proceeds received and cost. Cost is determined on the average cost method.
Purchases of investments are recorded on the settlement date.
Expenses
The majority of all Plan expenses is paid by the Plan's administrator, Clark
Equipment Company. A portion of the expenses associated with the
Metropolitan Life Insurance Company group annuity contract, however, is paid
directly by participants of the Plan in the form of reduced fixed income
earnings.
3. Investment Valuation
Fund A
The primary asset of this fund is a group annuity contract held by The
Metropolitan Life Insurance Company and is carried at contract value
(represented by deposits received and interest credited, reduced by funds
transferred and funds disbursed to participants). Interest rates credited
to the fund were 8.00% in 1993 and 8.15% in 1992.
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
Fund B
The primary assets for Fund B were invested as follows:
Market
Cost Value
Description Units Per Unit Per Unit
Harris Bank Collective
Investment Fund - Index Fund:
1993 400 $885.51 $949.75
1992 197 $822.79 $863.31
Fund C
The primary assets of Fund C were invested as follows:
Market
Cost Value
Description Units Per Unit Per Unit
Clark Equipment Company
Common Stock:
1993 28,826 $27.14 $52.38
1992 18,314 $22.56 $19.50
4. Employer and Employee Contributions
Employer contributions to the Plan represent 50% of participants' basic
contributions. Employer contributions are invested solely in Fund C.
5. Subsequent events
Effective January 1, 1994, the investment options of the Plan were expanded.
Funds A and C remain essentially unchanged, while Fund B is replaced with
three funds new to the Plan. The three additional funds are the Putnam
Vista Fund, the Putnam S&P 500 Index Fund, and The George Putnam Fund of
Boston. Effective July 1, 1994, the Putnam Global Growth Fund will be added
to the Plan.
Effective January 1, 1994, employer contributions are invested in the same
funds and in the proportions as the participant contributions. Starting in
January, 1994, participants may transfer up to 15% per month of their
December 31, 1993, investment in Fund C to other funds of the Plan.
Starting in May, 1994, participants may transfer 15% of their Fund C
holdings in the first half of each month and another 15% in the second half
of each month.
Also effective January 1, 1994, participants may allocate their accounts
between the funds in 5% increments and may change these allocations on a
daily basis.
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
6. Investment in Master Trust
The undesignated assets of three of the Company's separate pension plans
(Clark Savings and Investment Plan, Melroe Savings and Investment Plan and
Chicago Midwest Savings and Investment Plan) are included in the Clark
Equipment Company Master Trust for Individual Account Plans. The Trustee
maintains separate accounting of all contributions, distributions and income
and expenses received by the Trust. Each pension plan has an undivided
interest in the assets of the Trust.
On the following pages is a summary of the master trust financial
information.
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
(Note 6 continued)
<TABLE>
Net Assets Available for Benefits at December 31,
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 1 $ 3,672 $ 131,782 $247,852 $171,851 $224,504 $ 303,634 $476,028
Harris Bank
Collective Investment
Funds - Index Fund,
at market (cost
$5,965,173 and
$5,440,848) 9,103,396 8,308,511 9,103,396 8,308,511
Metropolitan Life
Insurance Company
under a group annuity
contract, at contract
value 58,406,186 52,303,510 58,406,186 52,303,510
Clark Equipment
Company- Common
Stock, at market
(cost $13,714,785
and $18,828,362) 27,308,954 14,037,368 27,308,954 14,037,368
Transfer receivable 8,300 (8,300)
Employee loans
receivable 2,976,670 2,889,671 511,857 506,599 92,964 174,286 3,581,491 3,570,556
Total assets 61,391,157 55,196,853 9,747,035 9,062,962 27,565,469 14,436,158 98,703,661 78,695,973
Liabilities
Distributions payable 264,386 57,399 55,813 377,598
Due to broker 171,508 130,295 171,508 130,295
Total liabilities 264,386 57,399 171,508 186,108 171,508 507,893
Net assets available
for benefits $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080
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MELROE SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
(Note 6 continued)
<TABLE>
Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31,
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Addition to net assets
attributed to:
Interest $4,290,740 $4,284,559 $ 2,302 $ 2,881 $ 3,333 $ 5,597 $4,296,375 $4,293,037
Employee loan interest 230,525 261,971 39,478 42,001 13,275 13,491 283,278 317,463
Collective investment
fund income 256,298 251,883 256,298 251,883
Other, primarily realized
gains (losses) (3,165) (939) 342,625 378,943 2,417,097 (101,618) 2,756,557 276,386
4,518,100 4,545,591 640,703 675,708 2,433,705 (82,530) 7,592,508 5,138,769
Unrealized appreciation
(depreciation):
Balance, beginning of year 2,867,664 2,848,356 (4,790,994) (2,517,943) (1,923,330) 330,413
Balance, end of year 3,138,223 2,867,664 13,594,169 (4,790,994) 16,732,392 (1,923,330)
Change for year 270,559 19,308 18,385,163 (2,273,051) 18,655,722 (2,253,743)
Contributions:
Employee 3,719,123 4,134,512 849,485 968,406 181,063 182,389 4,749,671 5,285,307
Employer 109,159 112,383 1,593,517 1,776,430 1,702,676 1,888,813
Total additions 3,828,282 4,246,895 849,485 968,406 1,774,580 1,958,819 6,452,347 7,174,120
Deductions from net assets
attributed to:
Distributions to
employees (8,293,553) (7,220,439) (1,333,087) (1,733,497) (2,729,864) (2,503,343) (12,356,504) (11,457,279)
Interfund transfers 6,405,861 (4,656,203) 313,812 1,450,388 (6,719,673) 3,205,815
Total deductions (1,887,692) (11,876,642) (1,019,275) (283,109) (9,449,537) 702,472 (12,356,504) (11,457,279)
Net increase (decrease) 6,458,690 (3,084,156) 741,472 1,380,313 13,143,911 305,710 20,344,073 (1,398,133)
Net assets available for benefits:
Beginning of year 54,932,467 58,016,623 9,005,563 7,625,250 14,250,050 13,944,340 78,188,080 79,586,213
End of year $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080
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</TABLE
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EXHIBIT INDEX
Exhibit Description Page at Which Filed
(24) Consent of Price Waterhouse 14
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Exhibit (24)
Price Waterhouse 202 South Michigan Street Telephone 219 233 8261
P.O. Box 47
South Bend, IN 46624
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, No. 33-44275, of our report dated June 24, 1994,
which report is included in the Financial Statements for the Melroe
Savings and Investment Plan for the year ended December 31, 1993, which
are filed along with the Form 11-K to which this consent is attached as an
exhibit.
/s/ Price Waterhouse
Price Waterhouse
South Bend, Indiana
June 28, 1994
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