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Previous: BEMIS CO INC, S-3, 1995-06-15 |
Next: BRUSH WELLMAN INC, 11-K, 1995-06-15 |
<PAGE> 1
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to ________
Commission file number 1-7006
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
BRUSH WELLMAN INC.
17876 St. Clair Avenue
Cleveland, Ohio 44110
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
<PAGE> 2
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
REQUIRED INFORMATION
- --------------------
<CAPTION>
Page No.
<S> <C>
1. Report of Independent Auditors. 1
2. Statements of Financial Condition -
December 31, 1994 and December 30, 1993. 2-3
3. Statements of Income and Changes in Plan
Equity - Plan years ended December 31, 1994,
December 30, 1993 and 1992. 4-6
4. Notes to Financial Statements. 7-13
5. Schedules required to be filed under ERISA.
a. Schedule of Assets held for Investment
Purposes. 14
b. Schedule of Reportable Transactions. 15-17
</TABLE>
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
the City of Cleveland, State of Ohio, on the 15th day of March,
1995.
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
By /s/ Dennis L. Habrat
--------------------------------
Member of the Administrative
Committee
<PAGE> 3
[WRIGHT WESLEY & MILLS, P.C. LOGO] 27600 Chagrin Boulevard
Suite 200
Cleveland, Ohio 44122-4421
216.464.7481
Fax 216.464.7581
ANTHONY J. WESLEY
MARK G. MILLS Report of Independent Auditors
WILLIAM M. POTOCZAK ------------------------------
KENNETH E. NOWAK
Administrative Committee of
Brush Wellman Inc. Savings
and Investment Plan
We have audited the financial statements of Brush Wellman Inc.
Savings and Investment Plan listed in the Annual Report on Form 11-K as of and
for the years ended December 31, 1994 and December 30, 1993 and 1992. 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 listed in the Annual Report on
Form 11-K present fairly, in all material respects, the financial position of
Brush Wellman Inc. Savings and Investment Plan at December 31, 1994 and
December 30, 1993, the results of its operations and changes in its plan equity
for the years ended December 31, 1994 and December 30, 1993 and 1992 in
confomity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1994 and reportable
transactions for the year ended December 31, 1994 are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
Wright, Wesley & Mills, P.C.
/s/Wright, Wesley & Mills, P.C.
March 15, 1995 -1-
Our clients are our friends. We never let our friends down.
<PAGE> 4
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1994
<CAPTION>
INCOME EQUITY EQUITY
ASSETS FUND FUND A FUND B
------ ------ ------ ------
<S> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $17,878,122)
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) $15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) $6,173,766
Fidelity Fund Inc.
(cost $2,553,128) $2,546,769
Fidelity Puritan Fund
(cost $5,240,263)
Participant Promissory Notes
(cost $2,579,983)
Employee Benefits Money Market
Fund (cost $285,392) (258) (106) (61)
----------- ---------- ----------
15,307,582 6,173,660 2,546,708
Contribution Receivable:
Company
401(k) 152,483 55,518 36,883
Participant
----------- ---------- ----------
152,483 55,518 36,883
Interest Receivable 537 117 59
Dividends Receivable
Other
----------- ---------- ----------
537 117 59
----------- ---------- ----------
TOTAL ASSETS $15,460,602 $6,229,295 $2,583,650
=========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $264,098 $73,329 $49,688
Other (50,509) (20,445) (15,941)
Plan Equity 15,247,013 6,176,411 2,549,903
----------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $15,460,602 $6,229,295 $2,583,650
=========== ========== ==========
<CAPTION>
EQUITY STOCK PAYSOP LOAN
ASSETS FUND C FUND FUND FUND TOTAL
------ ------ ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Brush Wellman Inc. Common STOCK
(cost $17,878,122) $15,418,011 $240,296 $15,658,307
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) 15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) 6,173,766
Fidelity Fund Inc.
(cost $2,553,128) 2,546,769
Fidelity Puritan Fund
(cost $5,240,263) $5,257,921 5,257,921
Participant Promissory Notes
(cost $2,579,983) $2,579,983 2,579,983
Employee Benefits Money Market
Fund (cost $285,392) (116) 259,920 25,744 269 285,392
----------- ----------- ---------- ----------- -----------
5,257,805 15,677,931 266,040 2,580,252 47,809,978
Contribution Receivable:
Company 130,525 130,525
401(k) 78,534 39,490 362,908
----------- ----------- ---------- ----------- -----------
78,534 170,015 493,433
Interest Receivable 100 1,178 116 (278) 1,829
Dividends Receivable 71,213 1,106 72,319
Other 35,694 35,694
----------- ----------- ---------- ----------- -----------
100 108,085 1,222 (278) 109,842
----------- ----------- ---------- ----------- -----------
TOTAL ASSETS $5,336,439 $15,956,031 $267,262 $2,579,974 $48,413,253
=========== =========== ========== =========== ===========
LIABILITIES & PLAN EQUITY
Liabilities:
Benefits Payable $26,515 $189,192 $3,198 $68,718 $674,738
Other (17,917) (12,651) 405 $139,460 22,402
Plan Equity 5,327,841 15,779,490 263,659 2,371,796 47,716,113
----------- ----------- ---------- ----------- -----------
TOTAL LIABILITIES & PLAN EQUITY $5,336,439 $15,956,031 $267,262 $2,579,974 $48,413,253
=========== =========== ========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
-2-
<PAGE> 5
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 30, 1993
<CAPTION>
INCOME EQUITY EQUITY
ASSETS FUND FUND A FUND B
------ ------ ------ ------
<S> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $17,033,792)
Managed Guaranteed Investment
Contract Fund (cost $13,295,724) $14,307,606
Fidelity Equity Index Portfolio
(cost $5,223,194) $5,826,691
Fidelity Fund Inc.
(cost $2,023,888) $2,115,389
Fidelity Puritan Fund
(cost $3,671,135)
Participant Promissory Notes
(cost $2,416,728)
Employee Benefits Money Market
Fund (cost $324,800) 14,906 4,885
----------- ---------- ----------
14,307,606 5,841,597 2,120,274
Contribution Receivable:
Company
401(k) 132,822 49,240 25,214
Participant 12,738 7,106 4,004
----------- ---------- ----------
145,560 56,346 29,218
Interest Receivable 92 102 49
Dividends Receivable 46,228
Other 316 93 33
----------- ---------- ----------
408 46,423 82
----------- ---------- ----------
TOTAL ASSETS $14,453,574 $5,944,366 $2,149,574
=========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $115,265 $50,153 $13,895
Other (123,891) 18,184 (8,995)
Plan Equity 14,462,200 5,876,029 2,144,674
----------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $14,453,574 $5,944,366 $2,149,574
=========== ========== ==========
<CAPTION>
EQUITY STOCK PAYSOP LOAN
ASSETS FUND C FUND FUND FUND TOTAL
------ ------ ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $17,033,792) $11,631,149 $206,511 $11,837,660
Managed Guaranteed Investment
Contract Fund (cost $13,295,724) 14,307,606
Fidelity Equity Index Portfolio
(cost $5,223,194) 5,826,691
Fidelity Fund Inc.
(cost $2,023,888) 2,115,389
Fidelity Puritan Fund
(cost $3,671,135) $4,013,010 4,013,010
Participant Promissory Notes
(cost $2,416,728) $2,416,728 2,416,728
Employee Benefits Money Market
Fund (cost $324,800) 8,104 180,974 22,712 93,219 324,800
----------- ----------- ----------- ----------- -----------
Contribution Receivable: 4,021,114 11,812,123 229,223 2,509,947 40,841,884
Company 120,329 120,329
401(k) 44,991 40,651 292,918
Participant 5,943 3,125 32,916
----------- ----------- ----------- ----------- -----------
50,934 164,105 446,163
Interest Receivable 80 383 66 398 1,170
Dividends Receivable 40,331 725 87,284
Other 69 (4,075) 1 (3,563)
----------- ----------- ----------- ----------- -----------
149 36,639 792 398 84,891
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS $4,072,197 $12,012,867 $230,015 $2,510,345 $41,372,938
=========== =========== =========== =========== ===========
Liabilities:
Benefits Payable $28,410 $109,161 $2,525 $319,409
Other (20,680) 133,377 $185,564 183,559
Plan Equity 4,064,467 11,770,329 227,490 2,324,781 40,869,970
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES & PLAN EQUITY $4,072,197 $12,012,867 $230,015 $2,510,345 $41,372,938
=========== =========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
-3-
<PAGE> 6
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1994
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
------ ------ ------ ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $149,840 $40,559 $168,092
Interest $2,508 963 637 1,168
Other Income (Expense) (316) 38,488 116,209 230,397
----------- ----------- ----------- -----------
2,192 189,291 157,405 399,657
Realized Gain (Loss) on
Investments-Note E 1,768,784 10,616 546
Unrealized Appreciation (Depreciation)
on Investments-Note F (835,627) (141,678) (97,859) (324,217)
Contributions--Note B
Company
401(k) 1,625,555 640,225 426,637 780,972
Participant 41,963 19,303 10,693 38,818
----------- ----------- ----------- -----------
1,667,518 659,528 437,330 819,790
Investment Election Change (624,692) (49,190) 112,423 583,416
Loan Transfers 56,300 15,687 7,151 28,758
Unallocated Loan Payments
Withdrawals and
Terminations--Note C 1,249,662 383,872 211,767 244,030
----------- ----------- ----------- -----------
Income and Changes in Plan Equity 784,813 300,382 405,229 1,263,374
Plan Equity at Beginning of the Year 14,462,200 5,876,029 2,144,674 4,064,467
----------- ----------- ----------- -----------
Plan Equity at End of the Year $15,247,013 $6,176,411 $2,549,903 $5,327,841
=========== =========== =========== ===========
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
----- ------ ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $226,120 $3,655 $588,266
Interest 5,135 1,077 $193,935 205,423
Other Income (Expense) 4,188 (7,632) 381,334
----------- ----------- ----------- -----------
235,443 (2,900) 193,935 1,175,023
Realized Gain (Loss) on
Investments-Note E (259,373) (4,175) 1,516,398
Unrealized Appreciation (Depreciation)
on Investments-Note F 2,920,404 55,913 1,576,936
Contributions--Note B
Company 1,321,370 1,321,370
401(k) 568,908 4,042,297
Participant 10,484 121,261
----------- ----------- ----------- -----------
1,900,762 5,484,928
Investment Election Change (21,134) (405) 418
Loan Transfers 252 (108,148)
Unallocated Loan Payments 29,946 29,946
Withdrawals and
Terminations--Note C 767,193 12,264 68,718 2,937,506
----------- ----------- ----------- -----------
Income and Changes in Plan Equity 4,009,161 36,169 47,015 6,846,143
Plan Equity at Beginning of the Year 11,770,329 227,490 2,324,781 40,869,970
----------- ----------- ----------- -----------
Plan Equity at End of the Year $15,779,490 $263,659 $2,371,796 $47,716,113
=========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
-4-
<PAGE> 7
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 30, 1993
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
------ ------ ------- ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $147,967 $55,706 $149,603
Interest $1,538 855 356 645
Other Income (Expense) 316 83,419 289,270 298,154
----------- ----------- ----------- -----------
1,854 232,241 345,332 448,402
Realized Gain (Loss) on
Investments-Note E 51,272 62,269 7,206 1,872
Unrealized Appreciation (Depreciation)
on Investments-Note F 885,906 236,668 13,589 157,850
Contributions-Note B
Company
401(k) 1,605,914 637,468 304,300 492,810
Participant 84,978 36,623 23,534 50,897
----------- ----------- ----------- -----------
1,690,892 674,091 327,834 543,707
Investment Election Change (186,881) (385,063) (47,361) 549,349
Loan Transfers (18,661) 12,715 19,866 (10,472)
Unallocated Loan Payments
Withdrawals and
Terminations--Note C 1,075,959 325,827 78,453 81,203
----------- ----------- ----------- -----------
Income and Changes in Plan Equity 1,348,423 507,094 588,013 1,609,505
Plan Equity at Beginning of the Year 13,113,777 5,368,935 1,556,661 2,454,962
----------- ----------- ----------- -----------
Plan Equity at End of the Year $14,462,200 $5,876,029 $2,144,674 $4,064,467
=========== =========== =========== ===========
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
----- ------ ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $151,251 $3,839 $508,366
Interest 4,058 716 $125,191 133,359
Other Income (Expense) (4,095) (5,753) 661,311
----------- ----------- ----------- -----------
151,214 (1,198) 125,191 1,303,036
Realized Gain (Loss) on
Investments-Note E (408,791) (6,552) (292,724)
Unrealized Appreciation (Depreciation)
on Investments-Note F (221,083) (3,252) 1,069,678
Contributions-Note B
Company 1,395,917 1,395,917
401(k) 532,998 3,573,490
Participant 18,253 214,285
----------- ----------- ----------- -----------
1,947,168 5,183,692
Investment Election Change 70,025 (69)
Loan Transfers (8,236) 4,788
Unallocated Loan Payments (154,297) (154,297)
Withdrawals and
Terminations--Note C 433,288 11,361 22,538 2,028,629
----------- ----------- ----------- -----------
Income and Changes in Plan Equity 1,097,009 (22,432) (46,856) 5,080,756
Plan Equity at Beginning of the Year 10,673,320 249,922 2,371,637 35,789,214
----------- ----------- ----------- -----------
Plan Equity at End of the Year $11,770,329 $227,490 $2,324,781 $40,869,970
=========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
-5-
<PAGE> 8
<TABLE>
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 30,1992
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
------ ------ ------ ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $157,070 $21,551 $111,835
Interest $791,319 660 299 351
Other Income (Expense) 121 42,950 44,830 197,846
----------- ---------- ---------- ----------
791,440 200,680 66,680 310,032
Realized Gain (Loss) on
Investments--Note E 594 258,428 5,987 1,733
Unrealized Appreciation (Depreciation)
on Investments-Note F 125,974 167,326 26,892 73,350
Contributions-Note B
Company
401(k) 1,578,966 608,692 272,530 310,258
Participant 70,386 24,255 19,682 19,538
----------- ---------- ---------- ----------
1,649,352 632,947 292,212 329,796
Investment Election Change 158,034 (14,041) 21,598 131,443
Loan Transfers (237,004) (61,407) (15,463) (1,708)
Unallocated Loan Payments
Withdrawals and
Terminations-Note C 1,293,005 346,010 54,853 52,293
----------- ---------- ---------- ----------
Income and Changes in Plan Equity 1,195,385 837,923 343,053 792,353
Plan Equity at Beginning of the Year 11,918,392 4,531,012 1,213,608 1,662,609
----------- ---------- ---------- ----------
Plan Equity at End of the Year $13,113,777 $5,368,935 $1,556,661 $2,454,962
=========== ========== ========== ==========
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
----- ------ ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $169,846 $3,108 $463,410
Interest 3,619 681 $117,168 914,097
Other Income (Expense) (237,076) (4,463) 44,208
----------- ----------- ----------- -----------
(63,611) (674) 117,168 1,421,715
Realized Gain (Loss) on
Investments--Note E (296,620) (15,647) (45,525)
Unrealized Appreciation (Depreciation)
on Investments-Note F 1,704,543 54,463 2,152,548
Contributions-Note B
Company 1,330,429 1,330,429
401(k) 611,096 3,381,542
Participant 18,438 152,299
----------- -----------
1,959,963 4,864,270
Investment Election Change (11,316) 285,718
Loan Transfers (44,026) 359,608
Unallocated Loan Payments 89,263 89,263
Withdrawals and
Terminations-Note C 863,743 20,261 11,498 2,641,663
----------- ----------- ----------- -----------
Income and Changes in Plan Equity 2,385,190 17,881 554,541 6,126,326
Plan Equity at Beginning of the Year 8,288,130 232,041 1,817,096 29,662,888
----------- ----------- ----------- -----------
Plan Equity at End of the Year $10,673,320 $249,922 $2,371,637 $35,789,214
=========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
-6-
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
DECEMBER 31, 1994, DECEMBER 30, 1993 AND 1992
NOTE A - The accounting records of the Brush Wellman Inc.
Savings and Investment Plan (Plan) are maintained on the accrual
basis. Investments are stated at current market value.
Investment in securities traded on national securities exchanges
are valued at the latest reported closing price. Investment in
participant units of the Managed Guaranteed Investment Contract
Fund and the Employee Benefits Money Market Fund are stated at
market value as determined by the Trustee. Cost is determined by
the average cost method.
In 1994 the Plan changed its year end from December 30 to
December 31. The effect of this change on the financial
statements is not material.
NOTE B - The Plan is a defined contribution plan which covers
certain eligible employees with one year of eligibility service
with Brush Wellman Inc. (Company). An employee shall be credited
with a year of eligibility service if he is credited with at
least 1,000 hours of service in any twelve consecutive month
period beginning with date of hire or rehire of the employee (or
an anniversary of the latest such date).
The Plan provides for basic contributions on behalf of
employees up to 6% of their earnings through either salary
reduction or employee after-tax contributions. Basic
contributions were matched by the Company at the rate of 50% of
such contributions. The rate at which such basic contributions
are matched by the Company may be decreased or increased (up to
100%) by action of the Company's Board of Directors.
An employee who makes basic contributions of 6% of earnings
may also make supplemental contributions of up to 9% of earnings
which are not matched by Company contributions and which may be
made in any combination of salary reduction and/or after-tax
contributions.
An employee's contributions made to the Plan on a salary
reduction basis may not exceed certain maximum amounts. The
maximum amounts were $9,240 in 1994, $8,994 in 1993 and $8,728 in
1992. All employee and Company matching contributions are fully
vested at all times.
Participants may direct that their basic, supplemental and
transfer contributions (as described in the Plan) be invested in
one or more of the Income Fund, Equity Fund A, Equity Fund B,
Equity Fund C, and the Company Stock Fund in increments of 10%.
All Company matching contributions are invested in the Company
Stock Fund except with respect to Participants age 59 1/2 or
older who may transfer such contributions to other investment
funds.
-7-
<PAGE> 10
The Income Fund invests primarily in the Managed Guaranteed
Investment Contract Fund, the objective of which is to achieve
high current income with stability of principal. The fund is
primarily invested in Guaranteed Investment Contracts.
Equity Fund A began investing primarily in the Fidelity U.S.
Equity Index Portfolio April 1, 1992. This fund is a growth and
income fund. It seeks a yield that corresponds with the total
return of the S&P 500 Index. The fund's share price will
fluctuate and dividend amounts will vary. Prior to that, Equity
Fund A invested primarily in the Fidelity Equity Income Fund.
Equity Fund B invests primarily in the Fidelity Fund. This
fund seeks long-term capital growth and current return on capital
and will select some securities for their income characteristics,
which may limit the potential for growth. The fund's share price
and dividend income will fluctuate as the value and yields of the
securities in its investment portfolio fluctuate.
Equity Fund C invests primarily in Fidelity Puritan Fund.
This fund is a growth and income fund. It seeks capital growth in
addition to regular quarterly dividends. It invests in a broadly
diversified portfolio of common stocks, preferred stocks and
bonds, including lower-quality, high yield debt securities. The
fund's share price will fluctuate and dividend amounts will vary.
The Company Stock Fund invests primarily in Brush Wellman
Inc. Common Stock.
The Plan, as originally adopted, included a Payroll Stock
Ownership Plan (PAYSOP) feature that applied through 1986. Under
the PAYSOP, the Company made contributions based upon a
percentage of payroll and was afforded an additional credit
against federal income tax up to the amount allowable by the
Internal Revenue Code. The PAYSOP contribution by the Company,
which could be in Common Stock of the Company or cash used to
purchase Common Stock of the Company, was a percentage of the
compensation paid to all employees who made salary reduction
contributions to the Plan at any time during the year and who
were members of the Plan as of the last pay period of such year.
The shares of Common Stock of the Company contributed or
purchased were allocated equally to all eligible participants.
A participant may borrow funds from his account, excluding
his interest in the PAYSOP Fund, provided such loan is secured by
the participant's interest in his account and evidenced by a
promissory note executed by the participant. The promissory
notes are held in trust as a separate fund, Loan Fund, of the
Plan.
All costs and expenses incurred in connection with the
administration of the Plan for 1994, 1993, and 1992 were paid by
the Company.
-8-
<PAGE> 11
Information concerning the Plan agreement and the vesting
and benefit provisions is contained in the Summary Plan
Description. Copies of this pamphlet are available from the Plan
administrator.
NOTE C - At retirement, death or other termination, a
participant (or his death beneficiary) is eligible to receive a
distribution of all employee, Company matching and PAYSOP
contributions credited to the employee's account plus or minus
any net gain or loss thereon.
The value of distributions and withdrawals is based on the
value of a participant's account on the valuation date
immediately preceding the date of distribution or withdrawal and
is deducted from the participant's account as of such valuation
date.
Distribution to a participant or a person designated by the
participant as his death beneficiary is made under one of the
following methods as elected by the participant:
(i) Lump sum payment in cash; or
(ii) Lump sum payment in cash, except that a participant's
interest in the Company Stock Fund and the PAYSOP Fund
will be paid in full shares of Common Stock of the
Company, with any fractional shares being paid in
cash.
NOTE D - Shares or face value by investment as of December 31,
1994 and December 30, 1993 are as follows:
<TABLE>
<CAPTION>
Shares by Investment
-------------------------------
Investment 1994 1993
---------- ---- ----
<S> <C> <C>
Managed Guaranteed Investment
Contract Fund 1,512,976 13,230,630
Fidelity U.S. Equity Index Portfolio 365,096 337,388
Fidelity Fund Inc. 137,812 109,776
Fidelity Puritan Fund 355,025 254,794
Brush Wellman Inc. Common Stock 901,494 830,713
Employee Benefit Money Market Fund 285,392 324,800
</TABLE>
In addition, $2,579,983 and $2,416,728 were invested in
Participant Promissory Notes as of December 31, 1994 and December
30, 1993, respectively.
-9-
<PAGE> 12
NOTE E - The net realized gain (loss) on sales of investments
for the Plan years ended December 31, 1994, December 30, 1993 and
1992 is as follows:
<TABLE>
<CAPTION>
1994
-------------------------------------------------------------
Investment Shares Cost Proceeds Gain(Loss)
- ---------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 14,070,058 $14,226,227 $15,995,011 $1,768,784
Fidelity U.S. Equity Index
Portfolio 10,336 160,766 171,382 10,616
Fidelity Fund Inc. 818 15,157 15,703 546
Brush Wellman Inc. Common
Stock 16,194 522,658 259,110 (263,548)
----------
$1,516,398
-----------
</TABLE>
<TABLE>
<CAPTION>
1993
------------------------------------------------------------
Investment Shares Cost Proceeds Gain(Loss)
- ---------- ------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 1,126,525 $ 1,134,389 $ 1,185,661 $ 51,272
Fidelity U.S. Equity Index
Portfolio 38,291 588,895 651,164 62,269
Fidelity Fund Inc. 3,620 65,964 73,170 7,206
Fidelity Puritan Fund 872 12,037 13,909 1,872
Brush Wellman Inc. Common
Stock 14,468 580,968 165,625 (415,343)
----------
$(292,724)
==========
</TABLE>
<TABLE>
<CAPTION>
1992
-------------------------------------------------------------
Investment Shares Cost Proceeds Gain(Loss)
- ---------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 1,456,625 $ 1,456,626 $ 1,457,220 $ 594
Fidelity U.S. Equity Index
Portfolio 20,801 316,274 325,795 9,521
Fidelity Equity Income Fund 176,581 4,449,932 4,698,839 248,907
Fidelity Fund Inc. 6,546 117,082 123,069 5,987
Fidelity Puritan Fund 1,703 22,889 24,622 1,733
Brush Wellman Inc. Common
Stock 34,441 871,980 559,713 (312,267)
-----------
$ (45,525)
===========
</TABLE>
The Department of Labor requires that realized gains and
losses be calculated using current cost (cost at the beginning of
the Plan year) rather than historical cost. Realized gains under
the current cost method for the year ended December 31, 1994 are
as follows:
<TABLE>
<CAPTION>
Realized
Gain(Loss)
----------
<S> <C>
Managed Guaranteed Investment Contract Fund $756,904
Fidelity U.S. Equity Index Portfolio (7,133)
Fidelity Fund Inc. (70)
Brush Wellman Inc. Common Stock 27,017
------
$776,718
========
</TABLE>
-10-
<PAGE> 13
<TABLE>
NOTE F - The unrealized appreciation (depreciation) of investments for the
Plan years ended December 31, 1994, December 30, 1993 and 1992 is as follows:
<CAPTION>
Balance Balance
December 31 December 31
1993 Change 1994
--------------- ------ --------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $1,011,880 $(835,627) $176,253
Fidelity U.S. Equity
Index Portfolio 603,497 (141,678) 461,819
Fidelity Fund Inc. 91,500 (97,859) (6,359)
Fidelity Puritan Fund 341,875 (324,217) 17,658
Brush Wellman Inc. Common
Stock (5,196,130) 2,976,317 (2,219,813)
---------
$1,576,936
==========
</TABLE>
<TABLE>
<CAPTION>
Balance Balance
December 31 December 30
1992 Change 1993
--------------- ------ -------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $ 125,974 $ 885,906 $1,011,880
Fidelity U.S. Equity
Index Portfolio 366,829 236,668 603,497
Fidelity Fund Inc. 77,911 13,589 91,500
Fidelity Puritan Fund 184,025 157,850 341,875
Brush Wellman Inc. Common Stock (4,971,795) (224,335) (5,196,130)
--------
$1,069,678
==========
</TABLE>
<TABLE>
<CAPTION>
Balance Balance
December 31 December 30
1991 Change 1992
--------------- ------ --------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund - $ 125,974 $ 125,974
Fidelity U.S. Equity
Index Portfolio - 366,829 366,829
Fidelity Equity Income Fund $ 199,503 (199,503) -
Fidelity Fund Inc. 51,019 26,892 77,911
Fidelity Puritan Fund 110,675 73,350 184,025
Brush Wellman Inc. Common Stock (6,730,801) 1,759,006 (4,971,795)
---------
$2,152,548
==========
</TABLE>
-11-
<PAGE> 14
The Department of Labor requires that unrealized
appreciation and depreciation be calculated using current cost
rather than historical cost. Unrealized gains and losses under
the current cost method for the year ended December 31, 1994 are
as follows:
<TABLE>
<CAPTION>
Change in
Unrealized Gain(Loss)
---------------------
<S> <C>
Managed Guaranteed Investment Contract Fund $176,253
Fidelity U.S. Equity Index Portfolio (123,929)
Fidelity Fund Inc. (97,243)
Fidelity Puritan Fund (324,217)
Brush Wellman Inc. Common Stock 2,685,752
---------
$2,316,616
==========
</TABLE>
NOTE G - The Internal Revenue Service has determined that the
Plan is qualified under Internal Revenue Code Section 401(a) and
that the related trust is, therefore, tax-exempt under Code
Section 501(a).
Continued qualification of the Plan depends upon timely
adoption and operational application of certain amendments
required as a result of the Tax Reform Act of 1986 (Act). In the
Company's opinion, the Plan is operating in compliance with the
applicable provisions of the Act.
The Company is allowed a federal income tax deduction for
its employer matching contributions to the Plan.
The Plan provides, among other things, for contributions to
be made to the Plan pursuant to a qualified cash or deferred
arrangement (CODA) under Section 401(k) of the IRC. CODA
contributions made to the Trust for a participant will reduce a
participant's current compensation and will not be included in
the gross income of the participant for federal income tax
purposes in the year made. Such amounts will, however, be
considered as part of the participant's gross income for purposes
of Social Security taxes.
Non-CODA contributions withheld under the Plan from a
participant through payroll deductions will be included in the
gross income of the participant in the year withheld and are not
deductible by the participant for federal income tax purposes.
A participant does not become subject to federal income
taxes as a result of their participation in the Plan until the
assets in their account are withdrawn by, or distributed to, the
participant.
NOTE H - The Plan was amended on October 22, 1991. Amendment
No. 3 provides for administration of accounts and distributions
under qualified domestic relations orders and defines the term
immediate and heavy financial need for purposes of hardship
withdrawals.
On October 1, 1992, the plan assets of the Electrofusion
Corporation 401(k) Tax Deferred Savings Plan were merged into the
Plan. The market value of the merged assets was $285,718 and has
been reflected in the Statement of Changes in Plan Equity as an
Investment Election Change.
-12-
<PAGE> 15
NOTE I - Effective January 1, 1995 the Plan was merged with the
Williams Advanced Materials Inc. Savings and Investment Plan.
There have been no substantial changes in eligibility, Company
contributions, plan benefits or value of plan assets as a result
of the merger.
Subsequent to December 31, 1994, substantially all of the
Plan's investment funds have been transferred to new funds.
There has been no material change in the investment fund value as
a result of the transfer.
-13-
<PAGE> 16
<TABLE>
EIN 34-0119320
PN 003
BRUSH WELLMAN INC.
SAVINGS & INVESTMENT PLAN
DECEMBER 31, 1994
Item 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES:
<CAPTION>
CURRENT
INVESTMENTS DESCRIPTION COST VALUE
----------- ----------- ---- -------
<S> <C> <C> <C>
Brush Wellman Inc. Common Stock Common Stock $17,878,122 $15,658,307
Managed Guaranteed Investment Contract Fund Bank Common/ $15,131,587 $15,307,840
Collective Trust
Fidelity U.S. Equity Index Portfolio Mutual Fund $5,711,947 $6,173,766
Fidelity Fund Inc. Mutual Fund $2,553,128 $2,546,769
Fidelity Puritan Fund Mutual Fund $5,240,263 $5,257,921
Participant Promissory Notes Participant Loans $2,579,983 $2,579,983
Employee Benefits Money Market Fund Bank Common/ $285,392 $285,392
Collective Trust
</TABLE>
-14-
<PAGE> 17
DECEMBER 31, 1994 R-773
KEY TRUST COMPANY OF OHIO, N.A.
BRUSH WELLMAN INC SAV/INV CONS
THE BEGINNING PLAN VALUE AGAINST WHICH TRANSACTIONS WERE TESTED FOR PURPOSES OF
THIS SET OF REPORTS WAS $41,173,847.18
30896100 BRUSH WELLMAN INC SAV/INV STOCK FD
30896106 BRUSH WELLMAN INC SAV/INV INCOME FD
30896109 BRUSH WELLMAN INC PAYSOP S/V/P
30896112 BRUSH WELLMAN INC CONT ACCT S/P/P
30896115 BRUSH HELLMAN SAV/INC LOAN FD S/P/P
30896118 BRUSH WELLMAN INC SVGS INVT EQ FD A
30896121 BRUSH WELLMAN INC SVGS INVT EQ FD B
30896124 BRUSH WELLMAN INC SVGS INVT EQ FD C
[SOCIETY CORPORATION LOGO] Investment Management and
Trust Services
- 15 -
<PAGE> 18
<TABLE>
BRUSH WELLMAN INC SAV/INV CONS DECEMBER 31, 1994 R-774
SINGLE PURCHASES AND/OR SALES IN EXCESS OF 5% OF BEGINNING PLAN VALUE
DATE TRANSACTION DESCRIPTION COMMISSION NET PAID/RECEIVED COST NET GAIN/LOSS
<S> <C> <C> <C> <C>
10/26/94 SALE OF 13,086,839.87 SHARES OF 14,917,688.77 13,236,734.27 1,680,954.50
SOCIETY NATIONAL BANK
EB MAGIC FUND
TRADE 10-27-94 FOR SETTLEMENT 10-27-94
AT 1.1399 PER SHARE NET TRADE LESS TAX
0.00 OTHER EXP 0.00 TO
BROKER NOT APPLICABLE
BROKER - BROKER NOT NECESSARY
10/27/94 PURCHASED 1,491,768.877 SHARES OF 14,917,688.77 14,917,688.77
SOCIETY NATIONAL BANK
EB MAGIC FUND
TRADE 10-27-94 FOR SETTLEMENT 10-27-94
AT 10.00 PER SHARE NET TRADE
PLUS OTHER EXP 0.00 FROM
BROKER NOT APPLICABLE
BROKER - BROKER NOT NECESSARY
R-774-0001
[SOCIETY CORPORATION LOGO] Investment Management
and Trust Services
</TABLE>
- 16 -
<PAGE> 19
<TABLE>
BRUSH WELLMAN INC SAV/INV CONS DECEMBER 31, 1994 R-776
SUMMARY OF PURCHASES AND/OR SALES IN SAME ISSUE IN EXCESS OF 5% OF BEGINNING PLAN VALUE
----------- PURCHASES ------------ ---------------------------- SALES ----------------------
TRANSACTION DESCRIPTION # TRANS COST # TRANS PROCEEDS GAIN OR LOSS
=============================== ============= ================ ============== =================== ==================
<C> <C> <C> <C> <C> <C>
EMPLOYEE BENEFITS MONEY 233 8,410,512.77 240 8,735,312.81 0.00
MARKET FUND
SOCIETY NATIONAL BANK 12 16,093,393.25 13 15,995,011.46 1,768,784.07
EB MAGIC FUND
GRAND TOTAL: 245 24,503,906.02 253 24,730,324.27 1,768,784.07
R-776-0001
[SOCIETY CORPORATION LOGO] Investment Management
and Trust Services
</TABLE>
- 17 -
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