Commission File Number 1-5881
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
BROWN & SHARPE MANUFACTURING COMPANY
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statement, exhibits or other portions of its Annual Report for the year ended
December 31, 1993, on Form 10-K as set forth in the pages attached hereto:
The Exhibit Index and Exhibits are amended to reflect the addition of the
following:
"Exhibit 28.1 - Annual Report on Form 11-K for The Brown & Sharpe Savings
and Retirement Plan for Management Employees for the year ended December 31,
1993."
"Exhibit 28.2 - Annual Report on Form 11-K for The Brown & Sharpe Savings
and Retirement Plan for the year ended December 31, 1993."
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Brown & Sharpe Manufacturing Company
By: /s/ John M. Lochner
----------------------
John M. Lochner
Controller
(Principal Accounting Officer)
<PAGE> 1
Exhibit 28.1
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
For the Fiscal Year Ended December 31, 1993
Commission File Number 1-5881
THE BROWN & SHARPE SAVINGS AND RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
(Full Title of the Plan)
BROWN & SHARPE MANUFACTURING COMPANY
200 Frenchtown Road
North Kingstown, Rhode Island 02852-1700
(401) 886-2000
(Name of Issuer and Address of its Principal Executive Office)
<PAGE> 2
Item 1. Changes in the Plan.
There were no amendments to the Plan in 1993.
Item 2. Changes in Investment Policy.
There were no material changes in the Plan's investment policy during
the year ended December 31, 1993.
Item 3. Contributions Under the Plan.
Contributions by employees (referred to as deferred salary
contributions) may be made from 2% to 16% of each participant's gross salary
(in 1% increments only). The maximum percent may be adjusted downward from
time to time as necessary to meet the discrimination tests and other
limitations applicable to 401(k) plans. In the event the Plan Committee
determines that contributions will exceed these limitations, it will reduce
deferred salary contributions to the extent necessary and may return certain
excess contributions.
In addition to deferred salary contributions, the Plan provides for
Company contributions, or subsidies, equal to 1/4 of the amount of each
deferred salary contribution invested initially in the Company Stock Fund,
with the result that such deferred salary contributions effectively purchase
Company stock at a 20% discount. The stock so purchased must be held in the
Company Stock Fund at least one year. In 1991, 1992, and 1993, such Company
contributions totaled $47,830, $32,771, and $24,639 respectively.
The Plan further provides that the Company may contribute under the Plan
an amount equal to a percentage of a participant's annual compensation,
provided that he/she is a Plan participant on the last day of the calendar
year, or died, retired or became permanently disabled during the year.
Although not required to make these contributions, the Company currently
intends to contribute to the account of each participant under the Plan an
amount equal to 4% of the participant's annual compensation, and an
additional 4% of the participant's annual compensation in excess of the
Social Security wage base. The Social Security wage base is currently
$60,600 for FICA contributions with no limit for Medicare contributions
($57,600 in 1993) and may increase in subsequent years. If made,
contributions will be made as soon as practicable following the end of each
calendar year. The Company's 1993 and 1992 supplemental contributions were
$539,380 and $569,120 respectively. Participants may direct investment of
these funds to the investment alternatives (20% Company Stock discount not
applicable).
Item 4. Participating Employees.
As of December 31, 1993, 301 employees of the Company were eligible to
participate in the Plan, and 276 employees were participating in the Plan.
<PAGE> 3
Item 5. Administration of the Plan.
The Plan provides that the Board of Directors of the Company (the
"Board") appoint a three-member Committee (the "Committee") to administer the
Plan. The current Committee members are Henry D. Sharpe, Jr., a Director and
Chairman of the Board; Dr. Fred M. Stuber, a Director and President and Chief
Executive Officer; and Charles A. Junkunc, Vice President and Chief Financial
Officer, each serving at the pleasure of the Board.
The Committee has the power to appoint a Plan Trustee. The Trustee is
custodian of the Plan assets and has fiduciary responsibility for them (See
Item 6). The Committee directs the Trustee concerning all payments to be
made out of the trust funds pursuant to the provisions of the Plan. The
Committee has such powers as are necessary to discharge its duties,
including, but not limited to, the power to interpret and construe the Plan,
to determine all questions of eligibility and rights of participants and
others, and, in general, to decide any dispute arising thereunder.
The Board appoints one or more persons and/or corporations to act as
trustees under the Plan, and at any time may remove and appoint a successor
to any such person or corporation. The Company may, without reference to any
participant or other party in interest, enter into a trust agreement with the
trustees and make such amendments to such trust agreement or such further
agreements as the Company in its sole discretion may deem necessary or
desirable to carry out the Plan, including designation of investment counsel
to direct the trustees in the investment and reinvestment of funds. All
administrative fees are paid by the Company except for participants who are
no longer employees of the Company but who have elected to defer payment of
their account balance are assessed an asset management trust and
recordkeeping fee based on actual cost. No fees are paid by the Plan to the
members of the Committee or to the Trustee.
Item 6. Custodian of Investments.
At December 31, 1993, Fleet National Bank was Trustee, custodian of the
assets and was investment manager of the Company Common Stock Fund and the
Money Market Fund and, as such, was responsible for investing contributions
to the Company Stock Fund and the Money Market Fund and holding the securities
so acquired and any uninvested cash. Frontier Capital Management, Inc. is
investment manager of the Diversified Fund and, as such, is responsible for
directing the investment of contributions to the Diversified Fund. The
custodian holds the securities so acquired and any uninvested cash. Aetna
Life Insurance is the sponsor of the 1989 Guaranteed Interest Fund. Allstate
Life Insurance Company is the sponsor of the 1991 Guaranteed Interest Funds
which provide a fixed interest rate of return on contributions for a specified
term. The Principal Mutual Life Insurance Company is the sponsor of the 1993
and 1992 Guaranteed Interest Funds. The principal addresses of the trustee,
fund custodian, investment managers and Guaranteed Interest Funds are as
follows: Fleet National Bank, 100 Westminster Street, Providence, Rhode Island
02903; Frontier Capital Management, Inc., 286 Congress Avenue, Boston,
Massachusetts 02210; Aetna Life Insurance Company, 151 Farmington Avenue,
Hartford, Connecticut 06156; Allstate Insurance Company, Allstate Plaza South,
Northbrook, Illinois 60062; and The Principal Mutual Life Insurance Company,
711 High Street, Des Moines, Iowa 50392. The trustee and custodian maintain
the financial records of the funds on the basis of a January 1 to December 31
Plan year. A blanket commercial crime coverage insurance policy issued by the
Chubb Group of Insurance Companies covers all Company employee benefit plans,
including this Plan. All asset management fees are paid by the Company except
that participants no longer employed by the company are charged for the
management fees incurred to maintain their account.
<PAGE> 4
Item 7. Reports to Participating Employees.
Participants receive the Summary Annual Report covering the Plan's
latest fiscal year as required by ERISA. Participants also receive a quarterly
account statement detailing their contributions and Company contributions under
the Plan and the market value of the investments attributable to their accounts
in the investment funds established under the Plan.
Item 8. Investment of Funds.
Employee contributions and employer contributions on behalf of the
participant can be invested in one or more of the following investment
alternatives in multiples of 10% of deferred salary contributions: (1) the
Diversified Fund consisting of a diversified portfolio of stock and fixed
income securities; (2) the Company Stock Fund consisting of Company common
stock; (3) the Guaranteed Interest Fund consisting of guaranteed interest
contracts with insurance companies, or (4) the Money Market Fund consisting
of obligations to the U.S. Government or its agencies, banks and business
corporations (other than the Company). Brokerage fees for investments during
1992 and 1993 amounted to $39,761 and $31,825 respectively.
Form 11-K
Item 9. Financial Statements and Exhibits Page Number
(a) Financial statements filed herewith.
(1) Statements of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 5
(2) Statements of Income and Changes in Net Assets
Available for Plan Benefits for the years ended
December 31, 1993, 1992, and 1991 5
(3) Notes to Financial Statements 6-13
(4) Schedule of Assets Held for Investment Purposes
as of December 31, 1993 14-16
(b) Amendments to the Plan are filed as Exhibits
to the Company's Annual Report on Form 10-K
and are hereby incorporated herein by reference.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in North Kingstown, Rhode Island, on
the 27th day of May, 1994.
BROWN & SHARPE SAVINGS & RETIREMENT
PLAN FOR MANAGEMENT EMPLOYEES
By: /s/ John M. Lochner
-----------------------
John M. Lochner
Controller
(Principal Accounting Officer)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Brown & Sharpe Savings & Retirement Committee:
We have audited the accompanying statements of net assets available for
plan benefits of The Brown & Sharpe Savings & Retirement Plan for Management
Employees as of December 31, 1993 and 1992, and the related statements of
income and changes in net assets available for plan benefits for each of the
three years in the period ended December 31, 1993. 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 net assets available for plan benefits
of the Plan as of December 31, 1993 and 1992 and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at December 31, 1993, 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 Employment Retirement Income Security Act of 1974. This
supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is stated
fairly in all material respects in relation to the basic financial statements
taken as a whole.
Coopers & Lybrand
Boston, Massachusetts
May 27, 1994
<PAGE> 6
THE BROWN & SHARPE SAVINGS & RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
As of December 31,
1993 1992
<S> <C> <C>
Assets:
Investments (at fair value) $19,780,548 $18,949,522
Dividends and interest receivable 94,821 78,337
Employer contribution receivable 539,380 569,120
Plan loans receivable 250,474 264,728
------------ -------------
Net Assets Available for Plan Benefits $20,665,223 $19,861,707
</TABLE>
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
For the years ended December 31,
1993 1992 1991
<S> <C> <C> <C>
Income
Contributions:
Employer $ 564,019 $ 601,891 $ 692,671
Employee 783,081 780,738 940,373
------------ ----------- -----------
1,347,100 1,382,629 1,633,044
Investment income:
Interest 911,147 1,122,458 1,351,815
Dividends 91,770 61,345 29,290
------------ ----------- -----------
1,002,917 1,183,803 1,381,105
Net appreciation
in fair value of investments 1,003,969 321,507 357,601
------------ ----------- -----------
Total income 3,353,986 2,887,939 3,371,750
Disbursements
Payments to participants (2,585,750) (3,674,685) (2,634,020)
Loan defaults (6,281) (23,419) (245)
Fees (10,151) (7,302) -
------------ ----------- -----------
Total disbursements (2,602,182) (3,705,406) (2,634,265)
Transfers
From Brown & Sharpe
Employee Stock Ownership
& Profit Participation
Plan (ESOP) 9,993 15,685 36,256
From (To) Brown & Sharpe Savings
& Retirement Plan (SARP) 41,719 11,961 (88,440)
------------ ----------- -----------
Net transfers 51,712 27,646 (52,184)
------------ ----------- -----------
Net (decrease) increase
in assets 803,516 (789,821) 685,301
Net assets, beginning of year 19,861,707 20,651,528 19,966,227
------------ ----------- -----------
Net assets, end of year $20,665,223 $19,861,707 $20,651,528
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 7
THE BROWN & SHARPE SAVINGS & RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
Notes To Financial Statements
1. Plan Description
The following description of The Brown & Sharpe Savings and Retirement
Plan for Management Employees (the "Plan") provides only general information.
Participants should refer to the Summary Plan Description for more complete
details.
General
The Plan is a defined contribution plan covering all eligible full-time
salaried employees of Brown & Sharpe Manufacturing Company (the "Company") and
its affiliated companies who participate in the Plan. Such employees are
immediately eligible to make deferred salary contributions to the Plan. One
year of service is required to become a participant receiving Company
contributions. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
The Plan permits a participant to make deferred salary contributions
of 2% to 16% of compensation to the Plan up to a maximum of $9,240 in 1994, and
$8,994 in 1993, (indexed in future years) which is not subject to federal
income tax until distributed. Contributions are invested at the direction of
the employee in one or more investment alternatives, or "Funds," as described
below.
The Company may, at the discretion of the Board of Directors, make a
supplemental contribution of 4% of annual compensation plus 4% of the amount
over the Social Security wage base to the account of each participant to be
invested as instructed by the participant. The Company's supplemental
contributions for 1993, 1992, and 1991 were $539,380, $569,120, and $644,841
respectively.
In addition, the Plan provides for a Company contribution, or subsidy,
equal to one-quarter of the amount of each deferred salary contribution
invested directly in the Company Stock Fund. Such Company contributions for
1993, 1992, and 1991 were $24,639, $32,771, and $47,830 respectively.
Participant Accounts
A separate account is established for each participant when enrolled
in the Plan. Each participant's account is credited with participant salary
deferrals, Company contributions, and an allocation of earnings of the Funds
in which such participant's account is invested. Allocations, as determined
by a monthly valuation, are credited ratably among all participants in each
Fund.
<PAGE> 8
Notes to Financial Statements (continued)
Investments
The employee must direct the trustee to put contributions in one or
more of the following investment alternatives in multiples of 10%:
(1) the Diversified Fund, managed by Frontier Capital Management, Inc.,
consisting of a diversified portfolio of stock and fixed income securities;
(2) the Company Stock Fund, managed by Fleet National Bank, consisting of
Company common stock and cash; (3) the Money Market Fund, invested by Fleet
National Bank through Fidelity Management & Research Company consisting of
obligations of the U.S. Government or its agencies, banks and business
corporations (other than the Company); or (4) the Guaranteed Interest Fund,
consisting of guaranteed interest contracts issued by Aetna Life Insurance
Company in 1989, Allstate Life Insurance Company in 1991, and The Principal
Mutual Life Insurance Company in 1993 and 1992. These guaranteed interest
contracts are agreements under which the issuer has agreed to pay the investor
a guaranteed rate of interest over terms ranging from 3 to 5 years. The
contracts automatically terminate at maturity date. A penalty is imposed on
the plan sponsor on early termination of contract. The issuers of these
contracts are insurance companies, and because of this, the contracts are more
susceptible to factors adversely affecting the insurance industry than similar
contracts issued by parties other than insurance companies. Transfers between
investment funds can be made subject to certain rules. The Plan assets are
held in a trust administered by Fleet National Bank as Trustee.
In years when Company contributions are made, forfeitures are used first
to reduce Company contributions and then to pay Plan expenses. In 1993, 1992,
and 1991, Plan expenses were paid entirely from Company funds.
Benefits
A participant is always vested 100% in deferred salary contributions
and Company stock purchased at a discount and becomes 100% vested in Company
contributions after 3 years of service.
On termination of service, participants are eligible to receive the
vested value of their account in a lump sum payment or, if retired, in equal
annual installments over a 10-year period or deferred until a future date no
later than age 70-1/2.
While in service, a participant may apply for a hardship withdrawal of
funds subject to restrictive IRS rules and excise tax. The Plan also permits
a participant to borrow against his/her account and repay the loan by payroll
deduction.
Plan participants who are no longer employees of the Company but who
have elected to defer payment of their account balance are assessed an asset
management trust and recordkeeping fee based on actual cost.
<PAGE> 9
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
The financial statements have been prepared in accordance with generally
accepted accounting principles. Investments in securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the year. Listed securities and governmental obligations for
which no sale was reported on that date are valued at the last reported bid
price. Investments in guaranteed interest contracts with insurance companies
are valued at cost plus accrued interest which approximates fair value.
Purchases and sales of securities are reflected on a trade-date basis. The
Plan presents in the statements of changes in net assets the net appreciation
(depreciation) in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on
those investments. Dividend income is accrued on the ex-dividend date.
Income from other investments is recorded as earned on an accrual basis.
3. Tax Status
The Plan has been amended since its last favorable determination letter
from the IRS (dated March 1, 1989). The Plan administrator intends to submit
the Plan to the IRS for a determination as to the Plan's continued
qualification before the expiration of the applicable remedial amendment
period, as extended, and expects to make changes, if any, requested by the
IRS to obtain such a determination. A favorable determination by the IRS as
described in the preceding sentence would be expected to apply on a
retroactive basis to periods including the financial statement date.
4. Plan Termination
The Company adopted this Plan with a view to maintaining it permanently.
However, the Company reserves the right to modify or amend the Plan from time
to time, or to terminate the Plan, and to discontinue making contributions
temporarily or permanently depending upon business and economic conditions.
The Company cannot amend the Plan so as to deprive any participant of benefits
already accrued under the Plan at the time of amendment, nor can the Company
take back any contributions which it has made to the Plan except in limited
circumstances involving factual error or contributions thought to be deductible
which are not deductible. Should the Plan terminate, accounts would become
fully vested, regardless of years of service, and would be paid to participants
as directed by the Committee administering the Plan.
<PAGE> 10
Notes to Financial Statements (continued)
5. Investments
Investments held at December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
Description Fair Value Cost
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Company common stock $1,359,262 $ 1,256,453 $1,734,196 $ 1,822,674
Diversified investments:
Government securities 452,826 681,553 402,379 639,939
Common & preferred stock 5,780,562 3,136,930 4,561,910 2,569,708
Corporate & foreign bonds - 256,852 - 207,725
Short-term investments (1) 998,347 797,470 998,347 797,470
Guaranteed interest contracts 11,189,551 12,820,264 11,189,551 12,820,264
------------ ----------- ----------- -----------
Total investments $19,780,548 $18,949,522 $18,886,383 $18,857,780
============ =========== =========== ===========
</TABLE>
(1) Short-term investments include temporary investments made within each of
the available funds.
The following investments exceeded 5% of Plan assets at December 31, 1993:
<TABLE>
<CAPTION>
Fair Value
<S> <C> <C>
1989 GIC Aetna Benefit Accumulation $1,945,146
Contract #LT-10439
1991 GIC Allstate Life Insurance Company 1,078,676
Contract #GA5052
1993 GIC Principal Mutual Life Insurance 7,305,208
Contract #GA88705-3
178,264 shares Brown & Sharpe Manufacturing Company
Class A & B 1,359,262
The following investments exceeded 5% of Plan assets at December 31, 1992:
Fair Value
186,142 shares Brown & Sharpe Manufacturing Company
Class A & B $1,256,453
1987/1888 GIC Allstate Life Insurance Company 6,552,604
Contract #GA4531
1989 GIC Aetna Benefit Accumulation 2,086,850
Contract #LT-10439
1990 GIC Principal Mutual Life Insurance 1,959,888
Contract #GA88705
1991 GIC Allstate Life Insurance Company 1,130,779
Contract #GA5052
</TABLE>
<PAGE> 11
Notes to Financial Statements (continued)
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money Diversified(1)
Plan Loans Market Fund Fund
<S> <C> <C> <C>
Assets:
Investments $ - $ 555,089 $ 6,657,315
Dividends and interest receivable - 1,414 25,428
Employer contribution receivable - 36,698 334,647
Plan loans receivable 250,474 - -
----------- --------- -----------
Net Assets Available for
Plan Benefits $ 250,474 $ 593,201 $ 7,017,390
=========== ========= ===========
Company(1) Guaranteed
Stock Fund Interest Fund Total
<S> <C> <C> <C>
Assets:
Investments $1,378,593 $11,189,551 $19,780,548
Dividends and interest receivable 38 67,941 94,821
Employer contribution receivable 13,457 154,578 539,380
Plan loans receivable - - 250,474
----------- ----------- -----------
Net Assets Available for
Plan Benefits $1,392,088 $11,412,070 $20,665,223
=========== =========== ===========
</TABLE>
(1) Includes short-term investments of $423,927 in the Diversified Fund and
$19,331 in the Company Stock Fund.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992
<TABLE>
<CAPTION>
Money Diversified(1)
Plan Loans Market Fund Fund
<S> <C> <C> <C>
Assets:
Investments $ - $ 364,358 $4,485,724
Dividends and interest receivable - 992 34,736
Employer contribution receivable - 37,052 324,731
Plan loans receivable 264,728 - -
----------- --------- ----------
Net Assets Available for
Plan Benefits $264,728 $402,402 $4,845,191
=========== ========= ===========
Company(1) Guaranteed
Stock Fund Interest Fund Total
<S> <C> <C> <C>
Assets:
Investments $1,279,176 $12,820,264 $18,949,522
Dividends and interest receivable 44 42,565 78,337
Employer contribution receivable 36,072 171,265 569,120
Plan loans receivable - - 264,728
----------- --------- ----------
Net Assets Available for
Plan Benefits $1,315,292 $13,034,094 $19,861,707
=========== ========== ===========
</TABLE>
(1) Includes short-term investments of $410,389 in the Diversified Fund and
$22,723 in the Company Stock Fund.
<PAGE> 12
Notes to Financial Statements (continued)
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefit
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money Diversified
Plan Loans Market Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $ 36,698 $ 334,647
Employee - 31,370 364,706
Loan repayments (91,835) 6,290 44,514
----------- ----------- -----------
(91,835) 74,358 743,867
Investment income:
Interest - 13,349 79,592
Dividends - - 91,770
----------- ----------- -----------
- 13,349 171,362
Net appreciation
in fair value of investments - - 826,381
----------- ----------- -----------
Total income (91,835) 87,707 1,741,610
Disbursements
Payments to participants - (53,150) (412,427)
Loans to participants 83,862 (8,443) (33,884)
Loan defaults (6,281) - -
Fees - (62) (8,140)
----------- ----------- -----------
Total disbursements 77,581 (61,655) (454,451)
Transfers
Transfers from ESOP - - 9,495
Transfers from (to) SARP - 216 176
Transfers between funds - 164,531 875,369
----------- ----------- -----------
Net transfers - 164,747 885,040
----------- ----------- -----------
Net increase (decrease) (14,254) 190,799 2,172,199
Net assets, beginning of year 264,728 402,402 4,845,191
----------- ----------- -----------
Net assets, end of year $250,474 $593,201 $7,017,390
Company Guaranteed
Stock Fund Interest Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 38,096 $154,578 $ 564,019
Employee 98,427 288,578 783,081
Loan repayments 9,995 31,036 -
----------- ----------- -----------
146,518 474,192 1,347,100
Investment income:
Interest 2,975 815,231 911,147
Dividends - - 91,770
----------- ----------- -----------
2,975 815,231 1,002,917
Net appreciation
in fair value of investments 177,588 - 1,003,969
----------- ----------- -----------
Total income 327,081 1,289,423 3,353,986
Disbursements
Payments to participants (204,414) (1,915,759) (2,585,750)
Loans to participants (18,496) (23,039) -
Loan defaults - - (6,281)
Fees 6,134 (8,083) (10,151)
----------- ----------- -----------
Total disbursements (216,776) (1,946,881) (2,602,182)
Transfers
Transfers from ESOP - 498 9,993
Transfers from (to) SARP 294 41,033 41,719
Transfers between funds (33,803) (1,006,097) -
----------- ----------- -----------
Net transfers (33,509) (964,566) 51,712
----------- ----------- -----------
Net increase (decrease) 76,796 (1,622,024) 803,516
Net assets, beginning of year 1,315,292 13,034,094 19,861,707
----------- ----------- -----------
Net assets, end of year $1,392,088 $11,412,070 $20,665,223
=========== ============ ===========
</TABLE>
<PAGE> 13
Notes to Financial Statements (continued)
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefit
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Money Diversified
Plan Loans Market Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $ 37,052 $ 324,731
Employee - 48,950 259,341
Loan repayments (85,829) 2,896 45,944
----------- ----------- -----------
(85,829) 88,898 630,016
Investment income:
Interest - 18,116 93,650
Dividends - - 61,345
----------- ----------- -----------
- 18,116 154,995
Net appreciation
in fair value of investments - - 715,389
----------- ----------- -----------
Total income (85,829) 107,014 1,500,400
Disbursements
Payments to participants - (506,901) (559,689)
Loans to participants 99,298 (13,273) (56,560)
Loan defaults (23,419) - -
Fees - (17) (4,604)
----------- ----------- -----------
Total disbursements 75,879 (520,191) (620,853)
Transfers
Transfers from ESOP - - 17,971
Transfers from (to) SARP - (4,398) (197,972)
Transfers between funds - (63,864) 193,027
----------- ----------- -----------
Net transfers - (68,262) 13,026
----------- ----------- -----------
Net increase (decrease) (9,950) (481,439) 892,573
Net assets, beginning of year 274,678 883,941 3,952,618
----------- ----------- -----------
Net assets, end of year $ 264,728 $ 402,402 $4,845,191
=========== ============ ===========
Company Guaranteed
Stock Fund Interest Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 68,843 $ 171,265 $ 601,891
Employee 143,249 329,198 780,738
Loan repayments 6,793 30,196 -
----------- ----------- -----------
218,885 530,659 1,382,629
Investment income:
Interest 4,181 1,006,511 1,122,458
Dividends - - 61,345
----------- ----------- -----------
4,181 1,006,511 1,183,803
Net appreciation
in fair value of investments (393,882) - 321,507
----------- ----------- -----------
Total income (170,816) 1,537,170 2,887,939
Disbursements
Payments to participants (298,144) (2,309,951) (3,674,685)
Loans to participants (3,950) (25,515) -
Loan defaults - - (23,419)
Fees (189) (2,492) (7,302)
----------- ----------- -----------
Total disbursements (302,283) (2,337,958) (3,705,406)
Transfers
Transfers from ESOP (6,521) 4,235 15,685
Transfers from (to) SARP 26,363 187,968 11,961
Transfers between funds 42,096 (171,259) -
----------- ----------- -----------
Net transfers 61,938 20,944 27,646
----------- ----------- -----------
Net increase (decrease) (411,161) (779,844) (789,821)
Net assets, beginning of year 1,726,453 13,813,938 20,651,528
----------- ----------- -----------
Net assets, end of year $1,315,292 $13,034,094 $19,861,707
=========== ============ ===========
</TABLE>
<PAGE> 14
Notes to Financial Statements (continued)
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Money Diversified
Plan Loans Market Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $ 82,727 $ 264,795
Employee - 55,664 234,140
Loan repayments (72,433) 2,234 24,677
----------- ----------- -----------
(72,433) 140,625 523,612
Investment income:
Interest - 52,831 97,501
Dividends - - 29,290
----------- ----------- -----------
- 52,831 126,791
Net appreciation
in fair value of investments - - 501,787
----------- ----------- -----------
Total income (72,433) 193,456 1,152,190
Disbursements
Payments to participants - (60,994) (234,789)
Loans to participants 91,046 ( 1,562) (49,396)
Loan defaults ( 245) - -
----------- ----------- -----------
Total disbursements 90,801 (62,556) (284,185)
Transfers
Transfers from ESOP - 840 32,891
Transfers from (to) SARP - 3,658 16,325
Transfers between funds - (129,670) 168,849
----------- ----------- -----------
Net transfers - (125,172) 218,065
----------- ----------- -----------
Net increase (decrease) 18,368 5,728 1,086,070
Net assets, beginning of year 256,310 878,113 2,866,548
----------- ----------- -----------
Net assets, end of year $274,678 $883,841 $3,952,618
=========== ============ ===========
Company Guaranteed
Stock Fund Interest Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 84,556 $ 260,593 $ 692,671
Employee 191,314 459,255 940,373
Loan repayments 8,254 37,268 -
----------- ----------- -----------
284,124 757,116 1,633,044
Investment income:
Interest 8,701 1,192,782 1,351,815
Dividends - - 29,290
----------- ----------- -----------
8,701 1,192,782 1,381,105
Net appreciation
in fair value of investments (144,186) - 357,601
----------- ----------- -----------
Total income 148,639 1,949,898 3,371,750
Disbursements
Payments to participants (258,812) (2,079,425) (2,634,020)
Loans to participants (10,512) ( 29,576) -
Loan defaults - - (245)
----------- ----------- -----------
Total disbursements (269,324) (2,109,001) (2,634,265)
Transfers
Transfers from ESOP - 2,525 36,256
Transfers from (to) SARP (40,962) (67,461) (88,440)
Transfers between funds 13,438 (52,617) -
----------- ----------- -----------
Net transfers (27,524) (117,553) (52,184)
----------- ----------- -----------
Net increase (decrease) (148,209) (276,656) 685,301
Net assets, beginning of year 1,874,662 14,090,594 19,966,227
---------- ----------- -----------
Net assets, end of year $1,726,453 $13,813,938 $20,651,528
=========== ============ ===========
</TABLE>
<PAGE> 15
BROWN & SHARPE SAVINGS & RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
Schedule of Assets Held For Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost of
Face Value Description Value Investment
<C> <C> <C> <C>
MONEY MARKET FUND
Short-Term Investments
4,634 Fleet Money Market $ 4,634 $ 4,634
550,455 Fidelity Retirement Mny
Mkt Prt 630 550,455 550,455
----------- -----------
Total Money Market Fund $ 555,089 $ 555,089
=========== ===========
DIVERSIFIED FUND
Short-Term Investments
423,927 Fleet Money Market $ 423,927 $ 423,927
Government Securities
297,751 US Treas Notes 8.625% 8/15/97 334,922 289,872
85,072 US Treas Bonds 11.125% 8/15/03 117,904 112,507
----------- -----------
Total Government Securities 452,826 402,379
Unit Investment Trust
2,552 Equity Residential PPtys Tr 81,350 66,356
Preferred Equities
1,701 Chrysler Corp Dep Shs Repstg 1/4 Pfd 256,066 851,072
2,552 First Bk Sys Inc. Pfd Conv Ser 91 A 161,424 127,608
681 Ford Mtr Co Del Dep Shs Repstg Pfd A 73,842 62,233
5,955 General Mtrs Corp Pfd Ser D 154,086 148,876
851 Washington Mut Svgs Bk Seattle 96,132 85,072
----------- -----------
Total Preferred Equities 741,550 508,861
Common Equities
1,531 Ace Ltd 47,661 53,070
2,552 Advanta Corp Cl B Com 74,012 53,595
2,403 Alco Std Corp Com 186,307 179,502
1,701 Allied Group Inccomstk 44,663 49,926
681 Allied Signal Inc. 53,765 49,663
638 Amer International Group Inc. Com 55,988 39,982
2,127 American Re Corp 60,348 64,266
1,021 Amoco Corp 53,978 59,498
4,083 APS Hldg Corp 81,669 63,293
1,106 Armstrong World Inds Inc. 58,891 55,957
2,552 Arvin Industries 81,669 80,605
1,701 Capital Gty Corp Com.Stk 33,178 35,730
1,957 Cellstar Corp Com Stk 32,774 22,501
2,127 Ceridian corp 40,409 39,607
3,403 Chemical Banking Corp 136,540 119,339
1,276 Circus Circus Enterprises Inc. 46,896 57,677
1,701 Cirrus Logic Inc. 62,953 59,338
2,297 D R Horton Inc. 40,196 31,323
425 Dean Witter Discover & Co. 14,728 15,555
3,403 Dovatron Intl Inc. 93,579 65,133
2,552 Eaton Vance Corp 86,773 81,510
1,701 First Bank Systems Inc. Common 52,319 48,967
</TABLE>
<PAGE> 16
BROWN & SHARPE SAVINGS & RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
Schedule of Assets Held For Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost of
Face Value Description Value Investment
<C> <C> <C> <C>
DIVERSIFIED FUND - continued
1,276 First Fidelity Bank Corp. $ 58,062 $ 57,673
2,212 Fisher Scientific Intl Inc 78,245 50,477
851 General Elec Co Com 89,219 89,234
851 General Re Corp Com 91,027 76,982
5,955 Healthtrust Inc-The Hospital co 158,553 104,457
1,701 Hewlett Packard Co Com 134,413 111,174
851 Huntco Inc 35,837 27,861
2,127 Idex Corp 76,033 53,275
4,254 Illinois Cent Corp 152,598 82,668
1,701 Integrated Health Svcs Inc 48,278 41,334
2,892 Intel Corp Com 179,331 74,527
1,701 Kellwood Co 68,057 44,205
2,978 Keycorp 105,330 85,465
851 Kohls Corp 42,749 33,178
4,254 Libbey Inc. 70,716 55,297
3,394 Mark IV Inds Inc. 61,099 39,763
1,276 Marriott Intl Inccom Stk 37,006 33,523
1,276 MBIA Inc. Com 80,234 80,181
851 Medtronic Inc. 69,865 48,763
2,552 Hohawk Inds Inc. 87,411 70,184
1,276 Motorola Inc Com 117,718 111,801
1,701 Nationsbank Corp 83,370 79,629
1,872 Nine West Group Inc 55,212 37,829
1,701 Norwest Corp 41,473 42,591
1,701 NWNL Cos Inc Com 54,446 45,931
2,978 Oryx Energy Co 51,362 70,626
1,191 Pacific Telesis Group 64,612 59,331
2,127 Phillips Van Heusen Corp 79,755 59,971
255 Players Intl Inc 6,317 6,014
1,701 PNC Bank Corp 49,342 43,446
2,552 Ramsay-HMO Inc 96,663 72,277
1,446 Roper Inds Inc New 47,002 43,934
681 Silicon Graphics Inc 16,844 12,785
1,701 Society Corp 50,618 45,684
1,191 Takecare Inc 68,036 49,149
6,806 Tele Communications Inc Cl A 205,874 68,355
1,701 Teradyne Common 47,215 36,487
3,743 Trimas Corp 91,240 36,549
510 Trinity Industries Inc. 22,012 18,156
1,531 US Can Corp 23,735 23,352
1,276 United Healthcare Corp 96,820 76,446
1,701 Unum Corp 89,325 83,085
1,361 US Healthcare Inc 78,436 65,675
2,297 Wal-Mart Stores Inc 57,423 68,051
851 Walbro Corp 22,757 23,501
2,552 West One Bankcorp 72,736 53,595
2,212 3 Com Corp 103,957 66,176
----------- -----------
Total Common Stock 4,957,662 3,986,693
Total Diversified Fund $ 6,657,315 $ 5,388,216
=========== ===========
</TABLE>
<PAGE> 17
BROWN & SHARPE SAVINGS & RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
Schedule of Assets Held For Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost of
Face Value Description Value Investment
<C> <C> <C> <C>
COMPANY STOCK
FUND
Short Term
Investments
19,331 Fleet Money Market $ 19,331 $ 19,331
Company Common Stock
135,240 Brown & Sharpe Mfg Co Cl A $ 1,031,206 $ 1,296,135
43,024 Brown & Sharpe Mfg Co Cl B 328,056 438,061
----------- ------------
Total Company Common Stock 1,359,262 1,734,196
=========== ============
Total Company Stock Fund $ 1,378,593 $ 1,753,527
=========== ============
GUARANTEED INTEREST CONTRACTS
1989 GIC Aetna Benefit Accumulation GIC
#LT-10439, 9.30%, 01/03/94 $ 1,945,146 $ 1,945,146
1991 GIC Allstate Life Inc. GIC #GA5052
8.60%, 04/01/96 1,078,676 1,078,676
1992 GIC Prin Mut GIC #GA88705-02, 6.80%
12/31/96 860,521 860,521
1993 GIC Prin Mut GIC #88705-3, 6.38%
12/31/95, 96 & 97 7,305,208 7,305,208
------------ ------------
Total Guaranteed Interest Contracts $11,189,551 $11,189,551
============ ============
TOTAL INVESTMENTS $ 19,780,548 $ 18,886,383
============ ============
Plan Loans Receivable
Plan Loans Receivable $ 250,474 $ 250,474
------------ ------------
Total Assets Held For Investments $ 20,031,022 $ 19,136,857
============ ============
</TABLE>
Exhibit 28.2
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
For the Fiscal Year Ended December 31, 1993
Commission File Number 1-5881
THE BROWN & SHARPE SAVINGS AND RETIREMENT PLAN
(Full Title of the Plan)
BROWN & SHARPE MANUFACTURING COMPANY
200 Frenchtown Road
North Kingstown, Rhode Island 02852-1700
(401) 886-2000
(Name of Issuer and Address of its Principal Executive Office)
<PAGE> 2
Item 1. Changes in the Plan.
There were no amendments to the Plan in 1993.
Item 2. Changes in Investment Policy.
There were no material changes in the Plan's investment policy during
the year ended December 31, 1993.
Item 3. Contributions Under the Plan.
Contributions by employees (referred to as deferred salary contri-
butions) may be made from 2% to 16% of each participant's gross salary (in 1%
increments only). The maximum percent may be adjusted downward from time to
time as necessary to meet the discrimination tests and other limitations
applicable to 401(k) plans. In the event the Plan Committee determines that
contributions will exceed these limitations, it will reduce deferred salary
contributions to the extent necessary and may return certain excess
contributions.
In addition to deferred salary contributions, the Plan provides for
Company contributions, or subsidies, equal to 1/4 of the amount of each
deferred salary contribution invested initially in the Company Stock Fund,
with the result that such deferred salary contributions effectively purchase
Company stock at a 20% discount. The stock so purchased must be held in the
Company Stock Fund at least one year. In 1991, 1992 and 1993, such Company
contributions totaled $6,325, $8,893, and $7,358 respectively.
The Plan further provides that the Company may contribute under the
Plan an amount equal to a percentage of a participant's annual compensation,
provided that he/she is a Plan participant on the last day of the calendar
year, or died, retired or became permanently disabled during the year.
Although not required to make these supplemental contributions, the Company
currently intends to contribute to the account of each participant under the
Plan an amount equal to 4% of the participant's annual compensation, and an
additional 4% of the participant's annual compensation in excess of the Social
Security wage base. The Social Security wage base is currently $60,600 for
FICA contributions with no limit for Medicare contributions ($57,600 in 1993)
and may increase in subsequent years. If made, supplemental contributions will
be made as soon as practicable following the end of each calendar year. The
Company's 1993 and 1992 supplemental contributions were $165,820 and $171,147
respectively. Participants may direct investment of these funds to the
investment alternatives (20% Company Stock discount not applicable).
Item 4. Participating Employees.
As of December 31, 1993, 163 employees of the Company were eligible to
participate in the Plan, and 161 employees were participating in the Plan.
<PAGE> 3
Item 5. Administration of the Plan.
The Plan provides that the Board of Directors of the Company (the
"Board") appoint a three-member Committee (the "Committee") to administer the
Plan. The current Committee members are Henry D. Sharpe, Jr., a Director and
Chairman of the Board; Dr. Fred M. Stuber, a Director and President and Chief
Executive Officer; and Charles A. Junkunc, Vice President and Chief Financial
Officer, each serving at the pleasure of the Board.
The Committee has the power to appoint a Plan Trustee. The Trustee is
Custodian of the plan assets and has fiduciary responsibility for them (See
Item 6). The Committee directs the Trustee concerning all payments to be made
out of the trust funds pursuant to the provisions of the Plan. The Committee
has such powers as are necessary to discharge its duties, including, but not
limited to, the power to interpret and construe the Plan, to determine all
questions of eligibility and rights of participants and others, and, in
general, to decide any dispute arising thereunder.
The Board appoints one or more persons and/or corporations to act as
trustees under the Plan, and at any time may remove and appoint a successor to
any such person or corporation. The Company may, without reference to any
participant or other party in interest, enter into a trust agreement with the
trustees and make such amendments to such trust agreement or such further
agreements as the Company in its sole discretion may deem necessary or
desirable to carry out the Plan, including designation of investment counsel
to direct the trustees in the investment and reinvestment of funds. All
administrative fees are paid by the Company. No fees are paid by the Plan to
the members of the Committee or to the Trustee.
Item 6. Custodian of Investments.
At December 31, 1993, Fleet National Bank was Trustee, custodian of the
assets and was investment manager of the Company Common Stock Fund and the
Money Market Fund and, as such, was responsible for investing contributions
to the Company Stock Fund and the Money Market Fund and holding the
securities so acquired and any uninvested cash. Frontier Capital Management,
Inc. is investment manager of the Diversified Fund, and, as such, is
responsible for directing the investment of contributions to the Diversified
Fund. The custodian holds the securities so acquired and any uninvested
cash. Aetna Life Insurance is the sponsor of the 1989 Guaranteed Interest
Fund. Allstate Life Insurance Company is the sponsor of the 1991 Guaranteed
Interest Funds which provide a fixed interest rate of return on contributions
for a specified term. The Principal Mutual Life Insurance Company is the
sponsor of the 1993 and 1992 Guaranteed Interest Fund. The principal
addresses of the trustee, fund custodian, investment managers and Guaranteed
Interest Funds are as follows: Fleet National Bank, 100 Westminster Street,
Providence, Rhode Island 02903; Frontier Capital Management, Inc., 286
Congress Avenue, Boston, Massachusetts 02210; Aetna Life Insurance Company,
151 Farmington Avenue, Hartford, Connecticut 06156; Allstate Insurance
Company, Allstate Plaza South, Northbrook, Illinois 60062, and The Principal
Mutual Life Insurance Company, 711 High Street, Des Moines, Iowa 50392. The
trustee and custodian maintain the financial records of the funds on the
basis of a January 1 to December 31 Plan year. A blanket commercial crime
coverage insurance policy issued by the Chubb Group of Insurance Companies
covers all Company employee benefit plans, including this Plan. All asset
management fees are paid by the Company.
<PAGE> 4
Item 7. Reports to Participating Employees.
Participants receive the Summary Annual Report covering the Plan's
latest fiscal year as required by ERISA. Participants also receive a quarterly
account statement detailing their contributions and Company contributions under
the Plan and the market value of the investments attributable to their accounts
in the investment funds established under the Plan.
Item 8. Investment of Funds.
Employee contributions and employer contributions on behalf of the
participant can be invested in one or more of the following investment
alternatives in multiples of 10% of deferred salary contributions: (1) the
Diversified Fund consisting of a diversified portfolio of stock and fixed
income securities; (2) the Company Stock Fund consisting of Company common
stock; (3) the Guaranteed Interest Fund consisting of guaranteed interest
contracts with insurance companies, or (4) the Money Market Fund consisting
of obligations to the U.S. Government or its agencies, banks and business
corporations (other than the Company). Brokerage fees for investments during
1992 and 1993 amounted to $8,087 and $5,585 respectively.
Form 11-K
Item 9. Financial Statements and Exhibits Page Number
(a) Financial statements filed herewith.
(1) Statements of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 5
(2) Statements of Income and Changes in Net Assets
Available for Plan Benefits for the years ended
December 31, 1993, 1992, and 1991 5
(3) Notes to Financial Statements 6-13
(4) Schedule of Assets Held for Investment Purposes
as of December 31, 1993 14-16
(b) Amendments to the Plan are filed as Exhibits to
the Company's Annual Report on Form 10-K and are
hereby incorporated herein by reference.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in North Kingstown, Rhode Island, on
the 27th day of May, 1994.
BROWN & SHARPE SAVINGS & RETIREMENT PLAN
By: /s/ John M. Lochner
--------------------
John M. Lochner
Controller
(Principal Accounting Officer)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Brown & Sharpe Savings & Retirement Committee:
We have audited the accompanying statements of net assets available for
plan benefits of The Brown & Sharpe Savings & Retirement Plan as of December
31, 1993 and 1992, and the related statements of income and changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1993. 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 net assets available for plan benefits
of the Plan as of December 31, 1993 and 1992 and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at December 31, 1993, 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 Employment
Retirement Income Security Act of 1974. This supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is stated fairly in all material
respects in relation to the basic financial statements taken as a whole.
Coopers & Lybrand
Boston, Massachusetts
May 27, 1994
<PAGE> 6
THE BROWN & SHARPE SAVINGS & RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
As of December 31
<S> 1993 1992
Assets: <C> <C>
Investments (at fair value) $5,277,880 $5,016,006
Dividends and interest receivable 26,538 17,001
Employer contributions receivable 165,820 171,147
Plan loans receivable 66,932 56,869
----------- -----------
Net Assets Available for Plan Benefits $5,537,170 $5,261,023
=========== ===========
</TABLE>
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
For the years ended December 31,
<S> 1993 1992 1991
Income <C> <C> <C>
Contributions:
Employer $173,178 $ 180,040 $ 221,041
Employee 209,797 222,562 269,819
-------- ----------- ----------
382,975 402,602 490,860
Investment income:
Interest 276,568 328,047 400,161
Dividends 16,366 12,969 6,429
-------- ----------- ----------
292,934 341,016 406,590
Net appreciation
in the fair value of investments 190,082 91,178 101,648
-------- ----------- ----------
Total income 865,991 834,796 999,098
Disbursements
Payments to participants (552,798) (1,033,821) (1,208,656)
Loan defaults - (9,662) (18,466)
Fees (7,673) (1,967) -
-------- ----------- ----------
Total disbursements (560,471) (1,045,450) (1,227,122)
Transfers
From Brown & Sharpe Employee
Stock Ownership & Profit
Participation Plan (ESOP) 12,346 19,360 6,034
From (To) Brown & Sharpe Savings
& Retirement Plan for
Mgmt. Employees (SARPM) (41,719) (11,961) 88,440
-------- ----------- ----------
Net transfers (29,373) 7,399 94,474
-------- ----------- ----------
Net (decrease) increase in assets 276,147 (203,255) (133,550)
Net assets, beginning of year 5,261,023 5,464,278 5,597,828
----------- ----------- -----------
Net assets, end of year $5,537,170 $5,261,023 $5,464,278
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE> 7
THE BROWN & SHARPE SAVINGS & RETIREMENT PLAN
Notes To Financial Statements
1. Plan Description
The following description of the Brown & Sharpe Savings and Retirement
Plan (the "Plan") provides only general information. Participants should refer
to the Summary Plan Description for more complete details.
General
The Plan, which began on October 1, 1987, is a defined contribution
plan covering all eligible full-time employees covered by a collective
bargaining agreement of Brown & Sharpe Manufacturing Company (the "Company")
and its affiliated companies who participate in the Plan. Such employees are
immediately eligible to make deferred salary contributions to the Plan. One
year of service is required to become a participant receiving Company
contributions. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) as amended.
Contributions
The Plan permits a participant to make deferred salary contributions of
2% to 16% of compensation to the Plan up to a maximum of $9,240 in 1994 and
$8,994 in 1993 (indexed in future years) which is not subject to federal income
tax until distributed. Contributions are invested at the direction of the
employee in one or more investment alternatives, or "Funds," as described below.
The Company may, at the discretion of the Board of Directors, make a
supplemental contribution of 4% of annual compensation plus 4% of the amount
over the Social Security wage base to the account of each participant to be
invested as instructed by the participant. The Company's supplemental
contributions for 1993, 1992, and 1991 were $165,820, $171,147, and $214,716
respectively.
In addition, the Plan provides for a Company contribution, or subsidy,
equal to one-quarter of the amount of each deferred salary contribution
invested directly in the Company Stock Fund. Such Company contributions for
1993, 1992, and 1991 were $7,358, $8,893, and $6,325 respectively.
Participant Accounts
A separate account is established for each participant when enrolled in
the Plan. Each participant's account is credited with participant salary
deferrals, Company contributions, and an allocation of earnings of the Funds
in which such participant's account is invested. Allocations, as determined by
a monthly valuation, are credited ratably among all participants in each Fund.
<PAGE> 8
Notes to Financial Statements (continued)
Investments
The employee must direct the trustee to put contributions in one or
more of the following investment alternatives in multiples of 10%:
(1) the Diversified Fund, managed by Frontier Capital Management, Inc.,
consisting of a diversified portfolio of stock and fixed income securities; (2)
the Company Stock Fund, managed by Fleet National Bank, consisting of Company
common stock and cash; (3) the Money Market Fund, invested by Fleet National
Bank through Fidelity Management & Research Company, consisting of obligations
of the U.S. Government or its agencies, banks and business corporations (other
than the Company); or (4) the Guaranteed Interest Fund, consisting of
guaranteed interest contracts issued by Aetna Life Insurance Company in 1989,
Allstate Life Insurance Company in 1991, and Principal Mutual Life Insurance
Company in 1992 and 1993. These guaranteed interest contracts are agreements
under which the issuer has agreed to pay the investor a guaranteed rate of
interest over terms ranging from 3 to 5 years. The contracts automatically
terminate at maturity date. A penalty is imposed on the plan sponsor on
early termination of contract. The issuers of these contracts are insurance
companies, and because of this, the contracts are more susceptible to factors
adversely affecting the insurance industry than similar contracts issued by
parties other than insurance companies. Transfers between investment funds
can be made subject to certain rules. The Plan assets are held in a trust
administered by Fleet National Bank as Trustee.
In years when Company contributions are made, forfeitures are used first
to reduce Company contributions and then to pay Plan expenses. In 1993, 1992
and 1991, Plan expenses were paid entirely from Company funds.
Benefits
A participant is always vested 100% in deferred salary contributions and
Company stock purchased at a discount and becomes 100% vested in Company
contributions after 3 years of service.
On termination of service, participants are eligible to receive the
vested value of their account in a lump sum payment or, if retired, in equal
annual installments over a 10-year period or deferred until a future date no
later than age 70-1/2.
While in service, a participant may apply for a hardship withdrawal of
funds subject to restrictive IRS rules and excise tax. The Plan also permits a
participant to borrow against his/her account and repay the loan by payroll
deduction.
Plan participants who are no longer employees of the Company but who
have elected to defer payment of their account balance are assessed an asset
management trust and recordkeeping fee based on actual cost.
<PAGE> 9
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
The financial statements have been prepared in accordance with generally
accepted accounting principles. Investments in securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the year. Listed securities and governmental obligations for
which no sale was reported on that date are valued at the last reported bid
price. Investments in guaranteed interest contracts with insurance companies
are valued at cost plus accrued interest which approximates fair value.
Purchases and sales of securities are reflected on a trade-date basis. The
Plan presents in the statements of changes in net assets the net appreciation
(depreciation) in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on
those investments. Dividend income is accrued on the ex-dividend date.
Income from other investments is recorded as earned on an accrual basis.
3. Tax Status
The Plan has been amended since its last favorable determination letter
from the IRS (dated March 1, 1989). The Plan administrator intends to submit
the Plan to the IRS for a determination as to the Plan's continued
qualification before the expiration of the applicable remedial amendment
period, as extended, and expects to make changes, if any, requested by the
IRS to obtain such a determination. A favorable determination by the IRS as
described in the preceding sentence would be expected to apply on a
retroactive basis to periods including the financial statement date.
4. Plan Termination
The Company adopted this Plan with a view to maintaining it permanently.
However, the Company reserves the right to modify or amend the Plan from time
to time, or to terminate the Plan, and to discontinue making contributions
temporarily or permanently depending upon business and economic conditions.
The Company cannot amend the Plan so as to deprive any participant of benefits
already accrued under the Plan at the time of amendment, nor can the Company
take back any contributions which it has made to the Plan except in limited
circumstances involving factual error or contributions thought to be deductible
which are not deductible. Should the Plan terminate, accounts would become
fully vested, regardless of years of service, and would be paid to participants
as directed by the Committee administering the Plan.
<PAGE> 10
Notes to Financial Statements (continued)
5. Investments
<TABLE>
<CAPTION>
Investments held at December 31, 1993 and 1992 are as follows:
Description Fair Value Cost
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Company common stock $ 307,098 $ 244,585 $ 391,807 $ 354,807
Diversified investments:
Government securities 79,461 138,706 70,609 130,236
Common & preferred stock 1,014,359 638,408 800,509 522,971
Corporate & foreign bonds - 52,273 - 42,275
Short-term investments (1) 189,284 193,328 189,284 193,328
Guaranteed interest contracts 3,687,678 3,748,706 3,687,678 3,748,706
----------- ----------- ---------- -----------
Total investments $5,277,880 $5,016,006 $5,139,887 $4,992,323
=========== =========== ========== ===========
</TABLE>
(1) Short-term investments include temporary investments made within
each of the Funds.
The following investments exceeded 5% of Plan assets at December 31, 1993:
<TABLE>
<CAPTION>
Fair Value
<S> <C> <C>
1989 GIC Aetna Benefit Accumulation $ 352,342
Contract #LT-10439
1991 GIC Allstate Life Insurance Company 396,815
Contract #GA5052
1992 GIC Principal Mutual Life Insurance 302,370
Contract #GA88705-02
1993 GIC Principal Mutual Life Insurance 2,636,151
Contract #GA88705-03
40,275 shares Brown & Sharpe Manufacturing
Company Class A & B 307,098
</TABLE>
The following investments exceeded 5% of Plan assets at December 31, 1992:
<TABLE>
<CAPTION>
Fair Value
<S> <C> <C>
1988 GIC Allstate Life Insurance Company $2,289,119
Contract #GA4575-01
1989 GIC Aetna Benefit Accumulation 385,416
Contract #LT-10439
1990 GIC Principal Mutual Life Insurance 289,463
Contract #GA88705
1991 GIC Allstate Life Insurance Company 411,277
Contract #GA5052
1992 GIC Principal Mutual Life Insurance 309,565
Contract #GA88705-02
36,234 shares Brown & Sharpe Manufacturing Company
Class A & B 244,585
</TABLE>
<PAGE> 11
Notes to Financial Statements (continued)
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money
Plan Mkt. Diversified(1)
Loans Fund Fund
<S> <C> <C> <C>
Assets:
Investments $ - $110,525 $1,168,209
Dividends and interest
receivable - 282 4,462
Plan loans receivable 66,932 - -
Employer contributions
receivable - 7,558 75,897
Net Assets Available for -------- --------- -----------
Plan Benefits $66,932 $118,365 $1,248,568
======== ========= ===========
Guaranteed
Company(1) Interest
Stock Fund Fund Total
<S> <C> <C> <C>
Assets:
Investments $ 311,468 $3,687,678 $5,277,880
Dividends and interest
receivable 7 21,787 26,538
Plan loans receivable - - 66,932
Employer contributions
receivable 3,208 79,157 165,820
Net Assets Available for --------- --------- -----------
Plan Benefits $ 314,683 $3,788,622 $5,537,170
========= ========= ===========
</TABLE>
(1) Includes short-term investments of $74,389 in the Diversified Fund and
$4,370 in the Company Stock Fund.
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Money
Plan Mkt. Diversified(1)
Loans Fund Fund
<S> <C> <C> <C>
Assets:
Investments $ - $105,385 $912,907
Dividends and interest
receivable - 196 7,368
Plan loans receivable 56,869 - -
Employer contributions
receivable - 5,187 62,214
Net Assets Available for -------- --------- -----------
Plan Benefits $56,869 $110,768 $ 982,489
======== ========= ===========
Guaranteed
Company(1) Interest
Stock Fund Fund Total
<S> <C> <C> <C>
Assets:
Investments $ 249,008 $3,748,706 $5,016,006
Dividends and interest
receivable 10 9,427 17,001
Plan loans receivable - - 56,869
Employer contributions
receivable 3,973 99,773 171,147
Net Assets Available for --------- --------- -----------
Plan Benefits $ 252,991 $3,857,906 $5,261,023
========= ========= ===========
</TABLE>
(1) Includes short-term investments of $83,520 in the Diversified Fund and
$4,423 in the Company Stock Fund.
<PAGE> 12
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money
Plan Mkt. Diversified
Loans Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $ 7,558 $ 75,897
Employee - 7,140 52,649
Loan Repayments (21,037) - 2,665
--------- -------- ----------
(21,037) 14,698 131,211
Investment income:
Interest - 3,118 13,008
Dividends - - 16,366
--------- -------- ----------
- 3,118 29,374
Net appreciation
in the fair value of
investments - - 150,902
--------- -------- ----------
Total income (21,037) 17,816 311,487
Disbursements:
Payments to participants - (12,025) (64,784)
Loans to particpants 31,100 - (12,709)
Loan defaults - - -
Fees - (55) (3,460)
--------- -------- ----------
Total disbursements 31,100 (12,080) (80,953)
Transfers
Transfers from ESOP - 1,397 6,740
Transfers from (to) SARPM - (216) (176)
Transfers between funds - 680 28,981
--------- -------- ----------
Net Transfers - 1,861 35,545
--------- -------- ----------
Net increase (decrease) 10,063 7,597 266,079
Net assets, beginning of year 56,869 110,768 982,489
--------- -------- ----------
Net assets, end of year $66,932 $118,365 $1,248,568
========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Guaranteed
Company Interest
Stock Fund Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 10,566 $ 79,157 $ 173,178
Employee 29,433 120,575 209,797
Loan Repayments 5,543 12,829 -
--------- -------- ----------
45,542 212,561 382,975
Investment income:
Interest 1,451 258,991 276,568
Dividends - - 16,366
--------- -------- ----------
1,451 258,991 292,934
Net appreciation
in the fair value of
investments 39,180 - 190,082
--------- -------- ----------
Total income 86,173 471,552 865,991
Disbursements:
Payments to participants (15,582) (460,407) (552,798)
Loans to particpants - (18,391) -
Loan defaults - - -
Fees (246) (3,912) (7,673)
--------- -------- ----------
Total disbursements (15,828) (482,710) (560,471)
Transfers
Transfers from ESOP - 4,209 12,346
Transfers from (to) SARPM (294) (41,033) (41,719)
Transfers between funds (8,359) (21,302) -
--------- -------- ----------
Net Transfers (8,653) (58,126) (29,373)
--------- -------- ----------
Net increase (decrease) 61,692 (69,284) 276,147
Net assets, beginning of year 252,991 3,857,906 5,261,023
--------- --------- ----------
Net assets, end of year $314,683 $3,788,622 $5,537,170
========= ========= ==========
</TABLE>
<PAGE> 13
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Money
Plan Mkt. Diversified
Loans Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $ 5,187 $ 62,214
Employee - 7,788 45,885
Loan Repayments (24,421) - 2,808
--------- -------- ----------
(24,421) 12,975 110,907
Investment income:
Interest - 3,351 17,663
Dividends - - 12,969
--------- -------- ----------
- 3,351 30,632
Net appreciation
in the fair value of
investments - - 151,710
--------- -------- ----------
Total income (24,421) 16,326 293,249
Disbursements:
Payments to participants - (31,259) (145,776)
Loans to particpants 38,169 - (16,054)
Loan defaults (9,662) - -
Fees - (19) (575)
--------- -------- ----------
Total disbursements 28,507 (31,278) (162,394)
Transfers
Transfers from ESOP - - 5,420
Transfers from (to) SARPM - 7,009 (59,923
Transfers between funds - (7,942) 43,840
--------- -------- ----------
Net Transfers - (933) (10,663)
--------- -------- ----------
Net increase (decrease) 4,086 (15,885) 120,192
Net assets, beginning of year 52,783 126,653 862,297
--------- -------- ----------
Net assets, end of year $56,869 $110,768 $ 982,489
========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Guaranteed
Company Interest
Stock Fund Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 12,866 $ 99,773 $ 180,040
Employee 37,549 31,340 222,562
Loan Repayments 4,364 17,249 -
--------- -------- ----------
54,779 248,362 402,602
Investment income:
Interest 2,385 304,648 328,047
Dividends - - 12,969
--------- -------- ----------
2,385 304,648 341,016
Net appreciation
in the fair value of
investments (60,532) - 91,178
--------- -------- ----------
Total income (3,368) 553,010 834,796
Disbursements:
Payments to participants (44,319) (812,478) (1,033,821)
Loans to particpants (2,057) (20,058) -
Loan defaults - - (9,662)
Fees (41) (1,332) (1,967)
--------- -------- ----------
Total disbursements (46,417) (833,868) (1,045,450)
Transfers
Transfers from ESOP (375) 14,315 19,360
Transfers from (to) SARPM (8,385) 49,338 (11,961)
Transfers between funds (1,513) (34,385) -
--------- -------- ----------
Net Transfers (10,273) 29,268 7,399
--------- -------- ----------
Net increase (decrease) (60,058) (251,590) (203,255)
Net assets, beginning of year 313,049 4,109,496 5,464,278
--------- --------- ----------
Net assets, end of year $252,991 $3,857,906 $5,261,023
========= ========= ==========
</TABLE>
<PAGE> 14
6. Allocation of Statements of Net Assets Available for Plan Benefits and
Statements of Income and Changes in Net Assets Available for Plan Benefits
(continued)
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Money
Plan Mkt. Diversified
Loans Fund Fund
<S> <C> <C> <C>
Contributions:
Employer $ - $12,796 $ 54,282
Employee - 7,788 51,865
Loan Repayments (11,922) - 1,037
--------- -------- ----------
(11,922) 21,167 107,184
Investment income:
Interest - 10,720 19,427
Dividends - - 6,429
--------- -------- ----------
- 10,720 25,856
Net appreciation
in the fair value of
investments - - 110,149
--------- -------- ----------
Total income (11,922) 31,887 243,189
Disbursements:
Payments to participants - (58,988) (74,803)
Loans to particpants 34,908 (26,660) (4,002)
Loan defaults (18,466) - -
--------- -------- ----------
Total disbursements 16,442 (85,648) (78,805)
Transfers
Transfers from ESOP - 539 539
Transfers from (to) SARPM - (1,369) 9,835
Transfers between funds - (46,166) (14,669)
--------- -------- ----------
Net Transfers - (43,996) (4,295)
--------- -------- ----------
Net increase (decrease) 4,520 (97,757) 60,089
Net assets, beginning of year 48,263 224,410 702,208
--------- -------- ----------
Net assets, end of year $52,783 $126,653 $ 862,297
========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Guaranteed
Company Interest
Stock Fund Fund Total
<S> <C> <C> <C>
Contributions:
Employer $ 13,325 $140,638 $ 221,041
Employee 25,300 184,283 269,819
Loan Repayments 1,453 9,432 -
--------- -------- ----------
40,078 334,353 490,860
Investment income:
Interest 1,939 368,075 400,161
Dividends - - 6,429
--------- -------- ----------
1,939 368,075 406,590
Net appreciation
in the fair value of
investments (8,501) - 101,648
--------- -------- ----------
Total income 33,516 702,428 999,098
Disbursements:
Payments to participants (25,971)(1,048,894) (1,208,656)
Loans to particpants (1,752) (2,494) -
Loan defaults - - (18,466)
--------- -------- ----------
Total disbursements (27,723)(1,051,388) (1,227,122)
Transfers
Transfers from ESOP - 4,956 6,034
Transfers from (to) SARPM 914 79,060 88,440
Transfers between funds 32,354 25,481 -
--------- -------- ----------
Net Transfers 33,268 109,497 94,474
--------- -------- ----------
Net increase (decrease) 39,061 (239,463) (133,550)
Net assets, beginning of year 273,988 4,348,959 5,597,828
--------- --------- ----------
Net assets, end of year $313,049 $4,109,496 $5,464,278
========= ========= ==========
</TABLE>
<PAGE> 15
BROWN & SHARPE MANUFACTURING COMPANY
Schedule of Assets Held for Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost
Face Value Description Value of
Investment
<S> <C> <C> <C>
MONEY MARKET FUND
Short-Term Investments
923 Fleet Money Market $ 923 $ 923
109,602 Fidelity Retirement Mny
Mkt Prt 630 109,602 109,602
------------ ------------
Total Money Market Fund $ 110,525 $ 110,525
============ ============
DIVERSIFIED FUND
Short-Term Investments
74,389 Fleet Money Market $ 74,389 $ 74,389
Government Securities
52 US Treas Notes 8.625% 8/15/97 58,771 50,866
14,928 US Treas Bonds 11.125% 8/15/03 20,690 19,743
------------ ------------
Total Government Securities 79,461 70,609
Unit Investment Trust
448 Equity Residential PPtys Tr 14,275 11,644
Preferred Equities
299 Chrysler Corp Dep Shs Repstg 1/4 Pfd 44,934 14,928
448 First Bk Sys Inc. Pfd Conv Ser 91 A 28,326 22,392
119 Ford Mtr Co Del Dep Shs Repstg Pfd A 12,958 10,921
1,045 General Mtrs Corp Pfd Ser D 27,039 26,124
149 Washington Mut Svgs Bk Seattle 16,869 14,928
------------ ------------
Total Preferred Equities 130,126 89,293
Common Equities
269 Ace Ltd 8,364 9,312
448 Advanta Corp Cl B Com 12,988 9,405
597 Alco Std Corp Com 32,693 31,498
299 Allied Group Inccomstk 7,837 8,761
119 Allied Signal Inc. 9,435 8,715
112 Amer International Group Inc. Com 9,825 7,016
373 American Re Corp 10,590 11,277
179 Amoco Corp 9,472 10,440
717 APS Hldg Corp 14,331 11,107
194 Armstrong World Inds Inc. 10,334 9,819
448 Arvin Industries 14,331 14,144
299 Capital Gty Corp Com.Stk 5,822 6,270
343 Cellstar Corp Com Stk 5,751 3,949
373 Ceridian corp 7,091 6,950
597 Chemical Banking Corp 23,960 20,941
224 Circus Circus Enterprises Inc. 8,229 10,121
299 Cirrus Logic Inc. 11,047 10,412
403 D R Horton Inc. 7,054 5,497
75 Dean Witter Discover & Co. 2,585 2,730
597 Dovatron Intl Inc. 16,421 11,429
448 Eaton Vance Corp 15,227 14,303
</TABLE>
<PAGE> 16
BROWN & SHARPE SAVINGS & RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost
Face Value Description Value of
Investment
<S> <C> <C> <C>
DIVERSIFIED FUND - continued
299 First Bank Systems Inc. Common $ 9,181 $ 8,593
224 First Fidelity Bank Corp. 10,188 10,120
388 Fisher Scientific Intl Inc 13,730 8,857
149 General Elec Co Com 15,656 15,658
149 General Re Corp Com 15,973 13,508
1,045 Healthtrust Inc-The Hospital co 27,822 18,330
299 Hewlett Packard Co Com 23,587 19,509
149 Huntco Inc 6,288 4,889
373 Idex Corp 13,342 9,349
746 Illinois Cent Corp 26,777 14,506
299 Integrated Health Svcs Inc 8,472 7,253
508 Intel Corp Com 31,469 13,078
299 Kellwood Co 11,943 7,757
522 Keycorp 18,483 14,997
149 Kohls Corp 7,501 5,822
746 Libbey Inc. 12,409 9,703
596 Mark IV Inds Inc. 10,721 6,977
224 Marriott Intl Inccom Stk 6,494 5,882
224 MBIA Inc. Com 14,079 14,070
149 Medtronic Inc. 12,260 8,557
448 Hohawk Inds Inc. 15,339 12,316
224 Motorola Inc Com 20,657 19,619
299 Nationsbank Corp 14,630 13,973
328 Nine West Group Inc 9,688 6,638
299 Norwest Corp 7,277 7,474
299 NWNL Cos Inc Com 9,554 8,060
522 Oryx Energy Co 9,013 12,393
209 Pacific Telesis Group 11,338 10,411
373 Phillips Van Heusen Corp 13,995 10,523
45 Players Intl Inc 1,108 1,055
299 PNC Bank Corp 8,658 7,624
448 Ramsay-HMO Inc 16,962 12,683
254 Roper Inds Inc New 8,248 7,710
119 Silicon Graphics Inc 2,956 2,243
299 Society Corp 8,882 8,016
209 Takecare Inc 11,939 8,624
1,194 Tele Communications Inc Cl A 36,126 11,995
299 Teradyne Common 8,285 6,403
657 Trimas Corp 16,010 6,413
90 Trinity Industries Inc. 3,863 3,186
269 US Can Corp 4,165 4,098
224 United Healthcare Corp 16,990 13,415
299 Unum Corp 15,675 14,580
239 US Healthcare Inc 13,764 11,525
403 Wal-Mart Stores Inc 10,077 11,941
149 Walbro Corp 3,993 4,124
</TABLE>
<PAGE> 17
BROWN & SHARPE SAVINGS & RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Shares or Fair Cost
Face Value Description Value of
Investment
<S> <C> <C> <C>
DIVERSIFIED FUND - continued
448 West One Bankcorp 12,764 9,405
388 3 Com Corp 18,243 11,612
------------ ------------
Total Common Stock 869,958 699,572
Total Diversified Fund $ 1,168,209 $ 945,507
============= ============
COMPANY STOCK FUND
Short Term Investments
4,370 Fleet Money Market $ 4,370 $ 4,370
Company Common Stock
30,555 Brown & Sharpe Mfg Co Cl A $ 232,981 $ 292,836
9,720 Brown & Sharpe Mfg Co Cl B 74,118 98,971
------------ ------------
Total Company Common Stock 307,098 391,807
Total Company Stock Fund $ 311,468 $ 396,177
============ ===========
GUARANTEED INTEREST CONTRACTS
1989 GIC Aetna Benefit Accumulation GIC
#LT-10439, 9.30%, 01/03/94 $ 352,342 $ 352,342
1991 GIC Allstate Life Inc. GIC #GA5052
8.60%, 04/01/96 396,815 396,815
1992 GIC Prin Mut GIC #GA88705-02, 6.80%
12/31/96 302,370 302,370
1993 GIC Prin Mut GIC #88705-3, 6.38%
12/31/95, 96 & 97 2,636,151 2,636,151
------------- ------------
Total Guaranteed Interest Contracts $ 3,687,678 $ 3,687,678
============= ============
TOTAL INVESTMENTS $ 5,277,880 $ 5,139,887
============= ============
Plan Loans Receivable
Plan Loans Receivable $ 66,932 $ 66,932
------------ ------------
Total Assets Held For Investments $ 5,344,812 $ 5,206,819
============ ============
</TABLE>
