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<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
WILLIAMS ADVANCED MATERIALS 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>
WILLIAMS ADVANCED MATERIALS INC.
SAVINGS AND INVESTMENT PLAN
REQUIRED INFORMATION
- --------------------
<CAPTION>
Page No.
<S> <C> <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. 7-12
5. Schedules required to be filed under ERISA.
a. Schedule of Assets held for Investment
Purposes. 13
b. Schedule of Reportable Transactions. 14-16
</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.
WILLIAMS ADVANCED MATERIALS 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
Williams Advanced Materials Inc.
Savings and Investment Plan
We have audited the financial statements of Williams Advanced Materials
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
Williams Advanced Materials 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 conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment 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>
WILLIAMS ADVANCED MATERIALS 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 $626,148)
Managed Guaranteed Investment
Contract Fund (cost $2,164,889) $2,190,100
Fidelity Equity Index Portfolio
(cost $207,641) $218,527
Fidelity Fund Inc.
(cost $303,057) $295,201
Fidelity Puritan Fund
(cost $370,928)
Participant Promissory Notes
(cost $141,273)
Employee Benefits Money Market
Fund (cost $11,423) (37) (4) (7)
---------- ---------- ----------
2,190,063 218,523 295,194
Contribution Receivable:
Company
401(k) 27,475 3,129 4,055
Participant
---------- ---------- ----------
27,475 3,129 4,055
Interest Receivable 29 3 4
Dividends Receivable
Other
---------- ---------- ----------
29 3 4
---------- ---------- ----------
TOTAL ASSETS $2,217,567 $221,655 $299,253
========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $46,000 $33,068
Other (3,591) ($316) (400)
Plan Equity 2,175,158 221,971 266,585
---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $2,217,567 $221,655 $299,253
========== ========== ==========
<CAPTION>
EQUITY STOCK LOAN
ASSETS FUND C FUND FUND TOTAL
------ ------ ----- ---- -----
<S> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $626,148) $680,569 $680,569
Managed Guaranteed Investment
Contract Fund (cost $2,164,889) 2,190,100
Fidelity Equity Index Portfolio
(cost $207,641) 218,527
Fidelity Fund Inc.
(cost $303,057) 295,201
Fidelity Puritan Fund
(cost $370,928) $356,083 356,083
Participant Promissory Notes
(cost $141,273) $141,273 141,273
Employee Benefits Money Market
Fund (cost $11,423) (8) 11,473 6 11,423
---------- ---------- ---------- ----------
356,075 692,042 141,279 3,893,176
Contribution Receivable:
Company 14,117 14,117
401(k) 5,959 912 41,530
---------- ---------- ---------- ----------
5,959 15,029 55,647
Interest Receivable 5 64 (6) 99
Dividends Receivable 3,119 3,119
Other 6,588 6,588
---------- ---------- ---------- ----------
5 9,771 (6) 9,806
---------- ---------- ---------- ----------
TOTAL ASSETS $362,039 $716,842 $141,273 $3,958,629
========== ========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $29,509 $108,577
Other ($974) 206 $8,199 3,124
Plan Equity 363,013 687,127 133,074 3,846,928
---------- ---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $362,039 $716,842 $14,273 $3,958,629
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
-2-
<PAGE> 5
<TABLE>
WILLIAMS ADVANCED MATERIALS 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 $533,504)
Managed Guaranteed Investment
Contract Fund (cost $1,818,095) $1,954,893
Fidelity Equity Index Portfolio
(cost $161,556) $176,436
Fidelity Fund Inc.
(cost $213,147) $216,602
Fidelity Puritan Fund
(cost $269,942)
Participant Promissory Notes
(cost $82,993)
Employee Benefits Money Market
Fund (cost $14,654)
---------- ---------- ----------
1,954,893 176,436 216,602
Contribution Receivable:
Company
401(k) 23,413 2,563 2,975
Participant 515 144 216
---------- ---------- ----------
23,928 2,707 3,191
Interest Receivable 5 5 6
Dividends Receivable 1,384
Other 40 4 4
---------- ---------- ----------
45 1,393 10
---------- ---------- ----------
TOTAL ASSETS $1,978,866 $180,536 $219,803
========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $46,312
Other (5,218) $1,605 ($464)
Plan Equity 1,937,772 178,931 220,267
---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $1,978,866 $180,536 $219,803
========== ========== ==========
<CAPTION>
EQUITY STOCK LOAN
ASSETS FUND C FUND FUND TOTAL
------ ------ ---- ---- -----
<S> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $533,504) $471,248 $471,248
Managed Guaranteed Investment
Contract Fund (cost $1,818,095) 1,954,893
Fidelity Equity Index Portfolio
(cost $161,556) 176,436
Fidelity Fund Inc.
(cost $213,147) 216,602
Fidelity Puritan Fund
(cost $269,942) $277,245 277,245
Participant Promissory Notes
(cost $82,993) $82,993 82,993
Employee Benefits Money Market
Fund (cost $14,654) 10,620 4,034 14,654
---------- ---------- ---------- ----------
277,245 481,868 87,027 3,194,071
Contribution Receivable:
Company 12,184 12,184
401(k) 3,973 762 33,686
Participant 216 1,091
---------- ---------- ---------- ----------
4,189 12,946 46,961
Interest Receivable 8 30 18 72
Dividends Receivable 1,623 3,007
Other 7 (277) (222)
---------- ---------- ---------- ----------
15 1,376 18 2,857
---------- ---------- ---------- ----------
TOTAL ASSETS $281,449 $496,190 $87,045 $3,243,889
========== ========== ========== ==========
LIABILITIES & PLAN EQUITY
-------------------------
Liabilities:
Benefits Payable $46,312
Other ($2,177) $8,113 $8,141 10,000
Plan Equity 283,626 488,077 78,904 3,187,577
---------- ---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $281,449 $496,190 $87,045 $3,243,889
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
-3-
<PAGE> 6
<TABLE>
WILLIAMS ADVANCED MATERIALS 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 $4,966 $4,578 $11,138
Interest $299 44 70 87
Other Income (Expense) (7,054) 1,263 13,265 15,172
---------- ---------- ---------- ----------
(6,755) 6,273 17,913 26,397
Realized Gain (Loss) on
Investments-Note E 243,352
Unrealized Appreciation (Depreciation)
on Investments-Note F (111,588) (3,995) (11,311) (22,148)
Contributions-Note B:
Company
401(k) 249,765 36,646 51,964 65,743
Participant 5,612 450 674 674
---------- ---------- ---------- ----------
255,377 37,096 52,638 66,417
Investment Election Change (35,685) 807 23,241 5,764
Loan Transfers (13,269) 3,313 (2,617) 3,444
Unallocated Loan Payments
Withdrawals and
Terminations-Note C 94,046 454 33,545 487
---------- ---------- ---------- ----------
Income and Changes in Plan Equity 237,386 43,040 46,319 79,387
Plan Equity at Beginning of the Year 1,937,772 178,931 220,266 283,626
---------- ---------- ---------- ----------
Plan Equity at End of the Year $2,175,158 $221,971 $266,585 $363,013
========== ========== ========== ==========
<CAPTION>
STOCK LOAN
FUND FUND TOTAL
----- ---- -----
<S> <C> <C> <C>
Investment Income:
Dividends $9,709 $30,391
Interest 329 $6,091 6,920
Other Income (Expense) 277 22,923
---------- ---------- ----------
10,315 6,091 60,234
Realized Gain (Loss) on
Investments-Note E (426) 242,926
Unrealized Appreciation (Depreciation)
on Investments-Note F 116,678 (32,364)
Contributions-Note B:
Company 143,999 143,999
401(k) 10,334 414,452
Participant 7,410
---------- ---------- ----------
154,333 565,861
Investment Election Change 5,919 46
Loan Transfers (44,035) 53,164
Unallocated Loan Payments (5,085) (5,085)
Withdrawals and
Terminations-Note C 43,734 172,266
---------- ---------- ----------
Income and Changes in Plan Equity 199,050 54,170 659,352
Plan Equity at Beginning of the Year 488,077 78,904 3,187,576
---------- ---------- ----------
Plan Equity at End of the Year $687,127 $133,074 $3,846,928
========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
-4-
<PAGE> 7
<TABLE>
WILLIAMS ADVANCED MATERIALS 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 $4,131 $3,827 $8,339
Interest $223 103 51 78
Other Income (Expense) (6,974) 2,304 24,051 19,883
---------- ---------- ---------- ----------
(6,751) 6,538 27,929 28,300
Realized Gain (Loss) on
Investments-Note E 6,654 1,882 163 780
Unrealized Appreciation (Depreciation)
on Investments-Note F 119,805 6,435 (220) 2,410
Contributions-Note B:
Company
401(k) 257,827 33,855 32,550 37,632
Participant 5,022 168 252 252
---------- ---------- ---------- ----------
262,849 34,023 32,802 37,884
Investment Election Change (131,103) 2,077 26,037 102,578
Loan Transfers 21,631 (4,231) 460 5,481
Unallocated Loan Payments
Withdrawals and
Terminations-Note C 118,664 178 180 121
---------- ---------- ---------- ----------
Income and Changes in Plan Equity 154,421 46,546 86,991 177,312
Plan Equity at Beginning of the Year 1,783,351 132,385 133,276 106,314
---------- ---------- ---------- ----------
Plan Equity at End of the Year $1,937,772 $178,931 $220,267 $283,626
========== ========== ========== ==========
<CAPTION>
STOCK LOAN
FUND FUND TOTAL
----- ---- -----
<S> <C> <C> <C>
Investment Income:
Dividends $5,781 $22,078
Interest 289 $4,548 5,292
Other Income (Expense) (277) 38,987
---------- ---------- ----------
5,793 4,548 66,357
Realized Gain (Loss) on
Investments-Note E (86) 9,393
Unrealized Appreciation (Depreciation)
on Investments-Note F (15,233) 113,197
Contributions-Note B:
Company 132,536 132,536
401(k) 10,563 372,427
Participant 5,694
---------- ---------- ----------
143,099 510,657
Investment Election Change 411
Loan Transfers (13,417) (9,924)
Unallocated Loan Payments (7,017) (7,017)
Withdrawals and
Terminations-Note C 4,827 123,970
---------- ---------- ----------
Income and Changes in Plan Equity 115,740 (12,393) 568,617
Plan Equity at Beginning of the Year 372,337 91,297 2,618,960
---------- ---------- ----------
Plan Equity at End of the Year $488,077 $78,904 $3,187,577
========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
-5-
<PAGE> 8
<TABLE>
WILLIAMS ADVANCED MATERIALS 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 $3,411 $2,638 $4,856
Interest $101,681 46 49 25
Other Income (Expense) (6,139) 3,561 4,338
---------- ---------- ---------- ----------
95,542 3,457 6,248 9,219
Realized Gain (Loss) on
Investments-Note E 19 (5) 106 286
Unrealized Appreciation (Depreciation)
on Investments-Note F 16,992 9,413 2,249 2,823
Contributions-Note B
Company
401(k) 231,597 24,735 34,461 19,618
Participant 4,750
---------- ---------- ---------- ----------
236,347 24,735 34,461 19,618
Investment Election Change (5,250) 17,466 15,805 9,257
Loan Transfers 12,442 (2,998) 1,358 690
Unallocated Loan Payments
Withdrawals and
Terminations-Note C 76,102 299 4,069 2,972
---------- ---------- ---------- ----------
Income and Changes in Plan Equity 279,990 51,769 56,158 38,921
Plan Equity at Beginning of the Year 1,503,361 80,616 77,118 67,393
---------- ---------- ---------- ----------
Plan Equity at End of the Year $1,783,351 $132,385 $133,276 $106,314
========== ========== ========== ==========
<CAPTION>
STOCK LOAN
FUND FUND TOTAL
----- ---- -----
<S> <C> <C> <C>
Investment Income:
Dividends $5,886 $16,791
Interest 278 $5,623 107,702
Other Income (Expense) (1,213) 547
---------- ---------- ----------
4,951 5,623 125,040
Realized Gain (Loss) on
Investments-Note E (1,715) (1,309)
Unrealized Appreciation (Depreciation)
on Investments-Note F 42,580 74,057
Contributions-Note B
Company 115,079 115,079
401(k) 13,220 323,631
Participant 4,750
---------- ----------
128,299 443,460
Investment Election Change (37,278)
Loan Transfers (24,440) 12,948
Unallocated Loan Payments 4,886 4,886
Withdrawals and
Terminations--Note C 19,835 874 104,151
---------- ---------- ----------
Income and Changes in Plan Equity 92,562 22,583 541,983
Plan Equity at Beginning of the Year 279,775 68,714 2,076,977
---------- ---------- ----------
Plan Equity at End of the Year $372,337 $91,297 $2,618,960
========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
-6-
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS
WILLIAMS ADVANCED MATERIALS INC.
SAVINGS AND INVESTMENT PLAN
DECEMBER 31, 1994, DECEMBER 30, 1993 AND 1992
NOTE A - The accounting records of the Williams Advanced Materials 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 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 Williams Advanced Materials
Inc. (Company), a wholly owned subsidiary of Brush Wellman Inc. (Parent
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 a 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
-7-
<PAGE> 10
respect to participants age 59 1/2 or older who may transfer such contributions
to other investment funds.
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 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 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.
Prior to June 1, 1989, participants could have directed a portion of
their contributions to be used to purchase insurance policies that were
excluded from Plan assets. Life insurance policies on the lives of
participants, purchased under the Plan prior to July 1, 1989, may continue to
be held.
A participant may borrow funds from their account, provided the loan is
secured by the participant's interest in their 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.
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.
-8-
<PAGE> 11
NOTE C - At retirement, death or other termination, a participant (or his death
beneficiary) is eligible to receive a distribution of all employee and Company
matching 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 will be paid in full shares of
Common Stock of the Parent Company, with any fractional shares
being paid in cash.
(iii) under either method (i) or (ii) with respect to that portion
of the participant's benefit under the provisions of the Plan
in effect after June 30, 1989, and in an annuity contract with
respect to that portion of the participant's benefit under the
provisions of the Plan in effect prior to July 1, 1989 if the
distribution is greater than $3,500.
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 216,462 1,807,743
Fidelity U.S. Equity Index Portfolio 12,923 10,216
Fidelity Fund Inc. 15,574 11,240
Fidelity Puritan Fund 24,043 17,603
Brush Wellman Inc. Common Stock 38,873 33,070
Employee Benefit Money Market Fund 11,423 14,654
</TABLE>
In addition $141,273 and $82,993 were invested in Participant Promissory Notes
as of December 31, 1994 and 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 1,937,599 $1,961,973 $2,205,325 $243,352
Brush Wellman Inc. Common Stock 161 2,967 2,541 (426)
--------
$242,926
========
</TABLE>
<TABLE>
<CAPTION>
1993
-----------------------------------------------------
Investment Shares Cost Proceeds Gain(Loss)
- ---------- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 157,790 $158,059 $164,713 $6,654
Fidelity U.S. Equity Index
Portfolio 1,250 19,599 21,481 1,882
Fidelity Fund Inc. 134 2,481 2,644 163
Fidelity Puritan Fund 705 9,954 10,734 780
Brush Wellman Inc. Common Stock 67 1,158 1,072 (86)
-------
$9,393
=======
1992
-----------------------------------------------------
Investment Shares Cost Proceeds Gain(Loss)
- ---------- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 141,510 $141,510 $141,529 $ 19
Fidelity U.S. Equity Index
Portfolio 570 8,686 8,767 81
Fidelity Equity Income Fund 3,161 84,221 84,135 (86)
Fidelity Fund Inc. 248 4,552 4,658 106
Fidelity Puritan Fund 400 5,615 5,901 286
Brush Wellman Inc. Common Stock 1,977 34,556 32,841 (1,715)
-------
$(1,309)
=======
</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
-----------
<S> <C>
Managed Guaranteed Investment Contract Fund $106,554
Brush Wellman Inc. Common Stock 5,185
-----------
$111,739
========
</TABLE>
-10-
<PAGE> 13
NOTE F - The unrealized appreciation (depreciation) of investments for the
Plan years ended December 31, 1994, December 30, 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
Balance Balance
December 31 December 31
1993 Change 1994
--------------- ------ ---------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $136,797 $(111,588) $25,209
Fidelity U.S. Equity
Index Portfolio 14,881 (3,995) 10,886
Fidelity Fund Inc. 3,456 (11,311) (7,855)
Fidelity Puritan Fund 7,303 (22,148) (14,845)
Brush Wellman Inc.
Common Stock (62,257) 116,678 54,421
--------
$(32,364)
========
</TABLE>
<TABLE>
<CAPTION>
Balance Balance
December 31 December 30
1992 Change 1993
--------------- ------ ---------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $ 16,992 $119,805 $136,797
Fidelity U.S. Equity
Index Portfolio 8,446 6,435 14,881
Fidelity Fund Inc. 3,676 (220) 3,456
Fidelity Puritan Fund 4,893 2,410 7,303
Brush Wellman Inc.
Common Stock (47,024) (15,233) (62,257)
---------
$113,197
=========
</TABLE>
<TABLE>
<CAPTION>
Balance Balance
December 31 December 30
1991 Change 1992
--------------- ------ ---------------
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund - $ 16,992 $ 16,992
Fidelity U.S. Equity
Index Portfolio - 8,446 8,446
Fidelity Equity Income Fund $ (967) 967 -
Fidelity Fund Inc. 1,427 2,249 3,676
Fidelity Puritan Fund 2,070 2,823 4,893
Brush Wellman Inc.
Common Stock (89,604) 42,580 (47,024)
--------
$ 74,057
========
</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 $25,210
Fidelity U.S. Equity Index Portfolio (3,995)
Fidelity Fund Inc. (11,312)
Fidelity Puritan Fund (22,148)
Brush Wellman Inc. Common Stock 111,067
-------
$98,822
=======
</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 - Effective January 1, 1995 the Plan was merged with the Brush Wellman
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.
-12-
<PAGE> 15
<TABLE>
EIN 16-0690610
PN 002
WILLIAMS ADVANCED MATERIALS 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 $626,148 $680,569
Managed Guaranteed Investment Contract Fund Bank Common/ $2,164,889 $2,190,100
Collective Trust
Fidelity U.S. Equity Index Portfolio Mutual Fund $207,641 $218,527
Fidelity Fund Inc. Mutual Fund $303,057 $295,201
Fidelity Puritan Fund Mutual Fund $370,928 $356,083
Participant Promissory Notes Participant Loans $141,273 $141,273
Employee Benefits Money Market Fund Bank Common/ $11,423 $11,423
Collective Trust
</TABLE>
-13-
<PAGE> 16
DECEMBER 31, 1994 R-773
SOCIETY NATIONAL BANK
TRUSTEE FOR
WILLIAMS ADVANCED MATERIALS
PROFIT SHARING PLAN
THE BEGINNING PLAN VALUE AGAINST WHICH TRANSACTIONS WERE TESTED FOR
PURPOSES OF THIS SET OF REPORTS WAS $3,250,182.37
31649900 WILLIAMS ADV MATERIALS EQ FD A SVP
31649903 WILLIAMS ADV MATERIALS EQ FD B SVP
31649906 WILLIAMS ADV MATERIALS EQ FD C SVP
31649909 WILLIAMS ADV MATERIALS INCOME S/V/P
31649912 WILLIAMS ADV MATERIALS CO STOCK SVP
31649915 WILLIAMS ADV MATERIALS CONTRIB SVP
31649918 WILLIAMS ADV MATERIALS LOAN S/V/P
31649921 WILLIAMS ADV MATERIALS LIFE INS SVP
[SOCIETY CORPORATION LOGO] Investment Management
and Trust Services
- 14 -
<PAGE> 17
<TABLE>
WILLIAMS ADVANCED MATERIALS DECEMBER 31, 1994 R-774
SINGLE PURCHASES AND/OR SALES IN EXCESS OF 5% OF BEGINNING PLAN VALUE
<CAPTION>
DATE TRANSACTION DESCRIPTION COMMISSION NET PAID/RECEIVED COST NET GAIN/LOSS
<S> <C> <C> <C> <C>
10/26/94 SALE OF 1,871,730.472 SHARES OF 2,133,585.57 1,895,669.85 237,915.72
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 213,358.557 SHARES OF 2,133,585.57 2,133,585.57
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>
- 15 -
<PAGE> 18
<TABLE>
WILLIAMS ADVANCED MATERIALS 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
============================ ============= ================== ============= ============== =================
<S> <C> <C> <C> <C> <C>
EMPLOYEE BENEFITS MONEY 215 746,363.91 151 761,017.91 0.00
MARKET FUND
SOCIETY NATIONAL BANK 10 2,277,462.48 10 2,205,324.67 243,351.97
EB MAGIC FUND
GRAND TOTAL: 225 3,023,826.39 161 2,966,342.58 243,351.97
R-776-0001
[SOCIETY CORPORATION LOGO] Investment Management
and Trust Services
</TABLE>
- 16 -
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