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Previous: CORDIS CORP, SC 13G, 1994-05-18 |
Next: CRANE CO /DE/, 8-K, 1994-05-18 |
<PAGE> 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
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
<PAGE> 2
INDEPENDENT AUDITORS' REPORT
The Pension and Welfare Committee
CPC International Inc.
Savings/Retirement Plan for Salaried Employees:
We have audited the accompanying statements of financial condition of CPC
International Inc. Savings/Retirement Plan for Salaried Employees as of
December 31, 1993 and 1992, and the related statements of income and changes in
plan equity for each of the years in the three-year 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 financial position of CPC International Inc.
Savings/Retirement Plan for Salaried Employees as of December 31, 1993 and
1992, and its income and changes in plan equity for each of the years in the
three-year period ended December 31, 1993 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/S/ KPMG PEAT MARWICK
New York, New York
March 28, 1994
<PAGE> 3
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
-------------------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Investments (notes 2, 5 and 8):
In securities of participating employer:
825,837 and 814,821 common shares
(cost $11,611,202 and $9,642,885) $ 39,330,487 41,250,313
2,192,237 and 2,213,991 convertible preferred shares:
Unallocated (cost $155,458,339 and $168,400,212) 165,983,710 191,127,917
Allocated (cost $40,111,118 and $29,109,950) 42,826,860 33,038,702
In securities of unaffiliated issuers:
Other marketable securities:
Common stock
(cost $17,309,439 and $15,953,876) 20,480,888 17,852,587
Commingled trust fund units
(cost $12,239,880 and $20,329,882) 12,239,880 20,329,882
In other than securities:
Group annuity contracts
(cost $134,013,752 and $122,207,624) 134,013,752 122,207,624
----------- -----------
414,875,577 425,807,025
Participant loans receivable (notes 5 and 9) 9,295,726 -
Other receivables:
Dividends and interest 325,008 339,565
Employee contributions 2,053,843 1,042,830
Cash 175,400 873,122
----------- -----------
$ 426,725,554 428,062,542
=========== ===========
LIABILITIES AND PLAN EQUITY
Liabilities:
Payable to participating employees 2,464,922 2,557,199
Notes payable (note 8)
7.78% due December 2004 183,340,000 191,160,000
Plan equity 240,920,632 234,345,343
----------- -----------
$ 426,725,554 428,062,542
=========== ===========
Number of participating employees 4,181 4,222
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income
(note 1):
Dividends $ 17,239,675 17,358,301 17,207,118
Interest 10,904,400 11,668,320 12,249,289
---------- ---------- ----------
28,144,075 29,026,621 29,456,407
Realized gains on investments (note 3) 2,951,386 1,960,693 1,292,869
Unrealized appreciation
(depreciation) on
investments (note 4) (16,030,749) 26,967,868 7,404,252
Contributions (note 1):
Employees 15,330,744 12,777,226 11,767,846
Employer 6,342,435 5,143,300 1,748,319
Loan interest repayments 444,970 - -
---------- ---------- ----------
37,182,861 75,875,708 51,669,693
Interest expense - ESOP notes (14,609,258) (15,177,224) (15,430,074)
Withdrawals:
Terminations (note 1) (15,997,146) (17,159,574) (14,636,953)
Forfeitures (note 2) (1,168) (40,284) (150,285)
------ ------- --------
(15,998,314) (17,199,858) (14,787,238)
Change in plan equity 6,575,289 43,498,626 21,452,381
Plan equity at
beginning of period 234,345,343 190,846,717 169,394,336
----------- ----------- -----------
Plan equity at close of period $ 240,920,632 234,345,343 190,846,717
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(1) DESCRIPTION OF THE PLAN
The following is a description of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees (the "Plan"), a defined
contribution plan covering eligible salaried employees of CPC
International Inc. (the "Company"). The Plan is subject to ERISA.
Employees may contribute up to 12% of their monthly compensation, and
they may choose to invest in any one or combination of three funds.
Participants may change their investment combinations monthly.
Contributions are credited to the participant's account based upon the
current unit value. A unit represents a share in the market value of a
Fund and includes all investment activity for that period.
Employees are immediately vested in their contributions plus their
contributions' earnings. An employee is vested in the Company's
contributions after three years of service.
Effective January 1, 1990, the Company incorporated an Employee Stock
Ownership Plan (ESOP) into the Savings/Retirement Plan. Company
contributions are based on the semi-annual repayment of the ESOP note and
the dividends available. The Company also makes a special year-end
contribution of Company ESOP stock with a value equal to $100. Shares of
convertible preferred stock are allocated semiannually to participants'
accounts based on the percentage of debt repaid. Prior to 1990, Company
contributions were a percentage match of participants' contributions.
All employer contributions were deposited into the Variable Interest
Fund.
The employee may make deferred contributions to the Plan in accordance
with Internal Revenue Service Code Section 401(k). These contributions
result in a reduced salary for the employees for Federal income tax
purposes. In accordance with the Tax Reform Act of 1986, the maximum
amount an employee can contribute under the 401(k) for 1993 is $8,894.
Annual adjustments based upon cost of living will be made to this maximum
amount.
Distributions from the Plan will be made to those participants who
retire, die, terminate, or become disabled. The value of the
participant's units will be paid in a single payment or will be used to
purchase an annuity. Participants in the CPC International Stock Fund or
the ESOP account may elect to receive payments in full shares of common
stock plus cash for any fractional shares.
Fees of the Trustee and investment managers, and legal and accounting
fees are paid by the Company.
Effective January 1, 1993, the Plan participants were permitted to borrow
against their vested balance. Loans are primarily from after-tax
contributions. Loan repayments and interest are reinvested in the
participant's account according to the current investment election.
The foregoing description of the Plan provides only general information.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
<PAGE> 6
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(2) SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The investments in the various classes of securities are stated at market
value at the close of business on December 31, 1993 and 1992. Securities
not traded on exchanges are stated at values as determined by the
Trustee. Cost of securities sold is determined by the "average cost"
method. The Plan's investments in Group Annuity Contracts are valued at
contract value. Contract value represents contributions made under
contract plus interest at the contract rate, less funds used for benefit
payments.
FORFEITURES
The value of company units in the Variable Interest Fund (formerly the
Guaranteed Principal Fund) or the ESOP which are forfeited due to
termination of service, are used to reduce the amount of Company
contributions.
(3) REALIZED GAINS ON INVESTMENTS
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
CPC International Stock Fund:
Aggregate cost $ 605,687 173,346 41,150
Aggregate proceeds 2,198,036 877,080 279,913
--------- --------- ---------
Net gain 1,592,349 703,734 238,763
--------- --------- ---------
Diversified Common Stock Fund:
Aggregate cost 7,082,525 5,779,673 4,743,534
Aggregate proceeds 8,438,184 7,034,105 5,797,640
--------- --------- ---------
Net gain 1,355,659 1,254,432 1,054,106
--------- --------- ---------
ESOP Stock Fund:
Aggregate cost 235,648 159,195 -
Aggregate proceeds 239,026 161,722 -
--------- --------- ---------
Net gain 3,378 2,527 -
--------- --------- ---------
$ 2,951,386 1,960,693 1,292,869
========= ========= =========
</TABLE>
<PAGE> 7
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(4) UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
CPC International Stock Fund:
At beginning of period $ 31,607,428 28,065,393 25,720,006
At end of period 27,719,285 31,607,428 28,065,393
---------- ---------- ----------
Unrealized appreciation
(depreciation) (3,888,143) 3,542,035 2,345,387
---------- ---------- ----------
Diversified Common Stock Fund:
At beginning of period 1,898,711 2,251,796 70,470
At end of period 3,171,449 1,898,711 2,251,796
---------- ---------- ----------
Unrealized appreciation
(depreciation) 1,272,738 (353,085) 2,181,326
---------- ---------- ----------
ESOP Stock Fund:
At beginning of period 26,656,457 2,877,539 -
At end of period 13,241,113 26,656,457 2,877,539
---------- ---------- ----------
Unrealized appreciation
(depreciation) (13,415,344) 23,778,918 2,877,539
---------- ---------- ----------
$ (16,030,749) 26,967,868 7,404,252
=========== ========== ==========
</TABLE>
(5) INVESTMENT PROGRAM
The Plan provides for four separate investment funds, each with a primary
investment plan (except for amounts temporarily held pending investment
and amounts held for disbursement), as follows:
1 - CPC International Stock Fund - invested solely in CPC International
Inc. common stock.
2 - Diversified Common Stock Fund - invested in common stocks and
similar equity securities, or warrants or rights to subscribe to
securities convertible into such stocks or securities, and fixed
income short-term investments.
<PAGE> 8
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(5), CONTINUED
3 - Variable Interest Fund (formerly the Guaranteed Principal Fund) -
invested in group annuity contracts issued by legal reserve
life insurance companies. Amounts invested are not intended
to be subject to market value fluctuation. The group annuity
contract also provides a declared fixed interest rate which
may be changed from time to time.
4 - Employee Stock Ownership Plan - invested solely in CPC
International Inc. Series A ESOP convertible preferred stock.
Only Company contributions are made to the ESOP.
Effective May 1990, all securities in the Bond Fund were sold. Proceeds
from the sale were held temporarily in a short-term investment fund and
were transferred to the Variable Interest Fund.
The Participant Loan Account is used solely to administer the new
participant loan program established in 1993 (see note 9). Loan
repayments, including interest, are credited to the participants'
accounts. The loan repayments are invested according to the
participants' current investment election.
(6) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right to terminate, amend, or modify the Plan.
(7) INCOME TAXES
The Plan and the Trusts established thereunder are qualified and tax
exempt, respectively, within the meaning of Sections 401(a) and 501(a) of
the Internal Revenue Code of 1954, as amended.
The Plan will apply to the Internal Revenue Service for favorable
determination in connection with amendments made during the plan year
ended December 31, 1993.
(8) EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Effective December 1989, the Company established an Employee Stock
Ownership Plan (ESOP) which originally purchased 2,241,901 shares of CPC
International Inc. Series A ESOP convertible preferred stock with
proceeds from a $200,000,000 borrowing which is guaranteed by the
Company. The Plan is required to make the following principal payments:
1994, $10,540,000; 1995, $12,300,000; 1996, $14,020,000; 1997,
$15,720,000; 1998, $17,360,000; and thereafter, $113,400,000.
<PAGE> 9
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(8), CONTINUED
Company contributions, plus dividends on the shares held by the ESOP, are
expected to be used to meet interest and principal payments on the
borrowing over a 15-year term. As loan payments are made, shares of
preferred stock acquired with loan proceeds will be allocated to eligible
employees.
The preferred stock is convertible into approximately 4.4 million shares
of the Company's common stock. The preferred stock pays an annual
dividend of $7.14 per share.
(9) PLAN AMENDMENTS
Effective April 30, 1993, the Company sold the assets of the facility in
Warminster, Pennsylvania. Any participant whose employment was
terminated as a result of the sale was entitled to a 100% nonforfeitable
right to his or her Company units and ESOP units regardless of whether he
or she had completed three years of service.
Effective January 1, 1993, the Plan was restated to establish a loan
program for participants. The maximum amount a participant may borrow is
the lesser of 50% of his vested interest under the Plan or $50,000
reduced by the highest outstanding loan balance during the preceding
one-year period. The interest rate for loans is based on the prime rate
plus 1%.
If the proceeds of the loan are used to purchase a residence, the loan
can be for a period of up to 15 years. If loan proceeds are used for any
other purpose, the maximum loan term is five years.
Participants may now change their contribution amounts, investment
percentages, and transfers between funds on a monthly basis as a result
of the restatement.
(10) SUBSEQUENT EVENTS
In February, 1994, the Pension and Welfare Committee granted approval of
the following:
- Change in Investment Manager for the Diversified Common Stock Fund
to Fidelity Investments. Transfer of assets will be completed in
April, 1994.
- Change in Trustee for the Savings/Retirement Plan to Fidelity
Management Trust Company effective July 1, 1994.
- Offering of six mutual funds as additional investment options
effective July 1, 1994.
- Change in Manager of the Variable Interest Fund to Fidelity
Investments effective July 1, 1994.
<PAGE> 10
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(11) ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAM
<TABLE>
<CAPTION>
CPC INTERNATIONAL STOCK FUND
December 31,
------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Investments:
In securities of participating employer:
825,837 and 814,821 common shares
(cost $11,611,202 and $9,642,885) $ 39,330,487 41,250,313
In securities of unaffiliated issuers:
Other marketable securities:
Commingled trust fund units
(cost $713,206 and $280,038) 713,206 280,038
---------- ----------
40,043,693 41,530,351
Other receivables:
Dividends and interest 266,467 245,710
Employee contributions 297,206 441,415
Cash 35,570 50,000
---------- ----------
$ 40,642,936 42,267,476
========== ==========
LIABILITIES AND PLAN EQUITY
Liabilities:
Payable to participating employees 1,328,217 430,942
Plan equity 39,314,719 41,836,534
---------- ----------
$ 40,642,936 42,267,476
========== ==========
Number of units outstanding
at end of period 150,339 154,325
Unit value of plan equity 261.51 271.02
Number of participating employees 2,741 2,706
</TABLE>
<PAGE> 11
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(11), CONTINUED
<TABLE>
<CAPTION>
DIVERSIFIED COMMON STOCK FUND
December 31,
------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Investments:
In securities of unaffiliated issuers:
Other marketable securities:
Common stock
(cost $17,309,439 and $15,953,876) $ 20,480,888 17,852,587
Commingled trust fund units
(cost $6,109,753 and $5,624,644) 6,109,753 5,624,644
---------- ----------
26,590,641 23,477,231
Other receivables:
Dividends and interest 44,128 61,354
Employee contributions 655,729 231,213
Cash 41,153 50,000
---------- ----------
$ 27,331,651 23,819,798
========== ==========
LIABILITIES AND PLAN EQUITY
Liabilities:
Payable to participating employees 105,726 247,679
Plan equity 27,225,925 23,572,119
---------- ----------
$ 27,331,651 23,819,798
========== ==========
Number of units outstanding
at end of period 134,872 133,963
Unit value of plan equity 201.87 175.94
Number of participating employees 2,173 2,085
</TABLE>
<PAGE> 12
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(11), CONTINUED
<TABLE>
<CAPTION>
VARIABLE INTEREST FUND
December 31,
------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Investments:
In securities of unaffiliated issuers:
Other marketable securities:
Commingled trust fund units
(cost $5,196,824 and $13,765,822) $ 5,196,824 13,765,822
In other than securities:
Group annuity contracts
(cost $134,013,752 and $122,207,624) 134,013,752 122,207,624
----------- -----------
139,210,576 135,973,446
Other receivables:
Dividends and interest 13,713 30,423
Employee contributions 1,100,908 369,846
Cash 48,677 723,122
----------- -----------
$ 140,373,874 137,096,837
=========== ===========
LIABILITIES AND PLAN EQUITY
Liabilities:
Payable to participating employees 796,995 1,620,803
Plan equity 139,576,879 135,476,034
----------- -----------
$ 140,373,874 137,096,837
=========== ===========
Number of units outstanding
at end of period 3,265,431 3,433,125
Unit value of plan equity 42.74 39.46
Number of participating employees 3,934 4,026
</TABLE>
<PAGE> 13
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(11), CONTINUED
<TABLE>
<CAPTION>
EMPLOYEE STOCK OWNERSHIP PLAN
December 31,
------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Investments:
In securities of participating employer:
2,192,237 and 2,213,991 convertible preferred shares:
Unallocated (cost $155,458,339 and $168,400,212) $ 165,983,710 191,127,917
Allocated (cost $40,111,118 and $29,109,950) 42,826,860 33,038,702
In securities of unaffiliated issuers:
Other marketable securities:
Commingled trust fund units
(cost $220,097 and $659,378) 220,097 659,378
----------- -----------
209,030,667 224,825,997
Other receivables:
Dividends and interest 700 2,078
Employer contributions - 356
Cash 50,000 50,000
----------- -----------
$ 209,081,367 224,878,431
=========== ===========
LIABILITIES AND PLAN EQUITY
Liabilities:
Payable to participating employees 233,984 257,775
Notes payable
7.78% due December 2004 183,340,000 191,160,000
Plan equity 25,507,383 33,460,656
----------- -----------
$ 209,081,367 224,878,431
=========== ===========
Number of participating employees 3,985 4,007
</TABLE>
<PAGE> 14
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(11), CONTINUED
<TABLE>
<CAPTION>
PARTICIPANTS' LOAN ACCOUNT
December 31,
------------
PLAN ASSETS 1993 1992
---- ----
<S> <C> <C>
Participant loans receivable $ 9,295,726 -
--------- -------
$ 9,295,726 -
========= =======
LIABILITIES AND PLAN EQUITY
Plan equity 9,295,726 -
--------- -------
$ 9,295,726 -
========= =======
</TABLE>
<PAGE> 15
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12)ALLOCATION OF INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAM
<TABLE>
<CAPTION>
CPC INTERNATIONAL STOCK FUND
Year ended December 31,
-----------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Dividends $ 1,043,467 940,420 780,335
Interest 19,036 61,461 86,950
---------- ---------- ----------
1,062,503 1,001,881 867,285
Realized gains on investments 1,592,349 703,734 238,763
Unrealized appreciation (depreciation)
on investments (3,888,143) 3,542,035 2,345,387
Contributions:
Employees 4,783,077 3,814,517 3,024,113
Loan interest repayments 123,952 - -
---------- ---------- ----------
3,673,738 9,062,167 6,475,548
Transfer to participants' loan account (2,817,897) - -
Transfers (917,524) 261,334 (533,110)
Withdrawals:
Terminations (2,460,132) (2,572,866) (2,426,034)
Forfeitures - - (12,590)
---------- ---------- ----------
(2,460,132) (2,572,866) (2,438,624)
---------- ---------- ----------
Change in plan equity (2,521,815) 6,750,635 3,503,814
Plan equity at beginning of period 41,836,534 35,085,899 31,582,085
---------- ---------- ----------
Plan equity at close of period $ 39,314,719 41,836,534 35,085,899
========== ========== ==========
</TABLE>
<PAGE> 16
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12), CONTINUED
<TABLE>
<CAPTION>
BOND FUND
Year ended December 31,
------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Interest $ - - 20,009
------- ------- ---------
- - 20,009
Transfers - - (1,169,800)
Withdrawals:
Terminations - - (5,059)
------- ------- ---------
Change in plan equity - - (1,154,850)
Plan equity at beginning of period - - 1,154,850
------- ------- ---------
Plan equity at close of period $ - - -
======= ======= =========
</TABLE>
<PAGE> 17
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12), CONTINUED
<TABLE>
<CAPTION>
DIVERSIFIED COMMON STOCK FUND
Year ended December 31,
--------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Dividends $ 498,258 572,067 470,781
Interest 183,183 218,928 367,286
---------- ---------- ----------
681,441 790,995 838,067
Realized gains on investments 1,355,659 1,254,432 1,054,106
Unrealized appreciation
(depreciation) on investments 1,272,738 (353,085) 2,181,326
Contributions:
Employees 3,191,908 2,380,946 2,046,968
Loan interest repayments 65,676 - -
---------- ---------- ----------
6,567,422 4,073,288 6,120,467
Transfer to participants' loan account (1,464,026) - -
Transfers (333,071) (978,172) (775,503)
Withdrawals:
Terminations (1,116,519) (1,233,183) (1,348,318)
Forfeitures - - (8,980)
---------- ---------- ----------
(1,116,519) (1,233,183) (1,357,298)
---------- ---------- ----------
Change in plan equity 3,653,806 1,861,933 3,987,666
Plan equity at beginning of period 23,572,119 21,710,186 17,722,520
---------- ---------- ----------
Plan equity at close of period $ 27,225,925 23,572,119 21,710,186
========== ========== ==========
</TABLE>
<PAGE> 18
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12), CONTINUED
<TABLE>
<CAPTION>
VARIABLE INTEREST FUND
Year ended December 31,
-----------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Interest $ 10,693,361 11,374,915 11,755,345
----------- ----------- -----------
10,693,361 11,374,915 11,755,345
Contributions:
Employees 7,355,759 6,581,763 6,696,765
Loan interest repayments 255,342 - -
----------- ----------- -----------
18,304,462 17,956,678 18,452,110
Transfer to participants' loan account (5,013,803) - -
Transfers 1,627,283 975,865 2,502,275
Withdrawals:
Terminations (10,815,929) (11,934,355) (10,171,662)
Forfeitures (1,168) (40,284) (128,715)
----------- ----------- -----------
(10,817,097) (11,974,639) (10,300,377)
----------- ----------- -----------
Change in plan equity 4,100,845 6,957,904 10,654,008
Plan equity at beginning of period 135,476,034 128,518,130 117,864,122
----------- ----------- -----------
Plan equity at close of period $ 139,576,879 135,476,034 128,518,130
=========== =========== ===========
</TABLE>
<PAGE> 19
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12), CONTINUED
<TABLE>
<CAPTION>
EMPLOYEE STOCK OWNERSHIP FUND
Year ended December 31,
-----------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Dividends $ 15,697,950 15,845,814 15,956,002
Interest 8,820 13,016 19,699
---------- ---------- ----------
15,706,770 15,858,830 15,975,701
Realized gains on investments 3,378 2,527 -
Unrealized appreciation (depreciation)
on investments (13,415,344) 23,778,918 2,877,539
Contributions:
Employer 6,342,435 5,143,300 1,748,319
---------- ---------- ----------
8,637,239 44,783,575 20,601,559
Transfers (376,688) (259,027) (23,862)
Interest expense - ESOP notes (14,609,258) (15,177,224) (15,430,074)
Withdrawals:
Terminations (1,604,566) (1,419,170) (685,880)
---------- ---------- ---------
Change in plan equity (7,953,273) 27,928,154 4,461,743
Plan equity at beginning of period 33,460,656 5,532,502 1,070,759
---------- ---------- ---------
Plan equity at close of period $ 25,507,383 33,460,656 5,532,502
========== ========== =========
</TABLE>
<PAGE> 20
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(12), CONTINUED
<TABLE>
<CAPTION>
PARTICIPANTS' LOAN ACCOUNT
Year ended December 31,
-----------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Transfers from funds $ 9,295,726 - -
--------- -------- --------
Change in plan equity 9,295,726 - -
Plan equity at beginning of period - - -
--------- -------- --------
Plan equity at close of period $ 9,295,726 - -
========= ========= ========
</TABLE>
<PAGE> 21
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
SCHEDULE I
INVESTMENTS
DECEMBER 31, 1993
DIVERSIFIED COMMON STOCK FUND
<TABLE>
<CAPTION>
Value at Percent of
Name of Issuer and Number of close total plan
Title of issues shares of period net assets
--------------- ------ --------- ----------
<S> <C> <C> <C>
Common stock:
Airlines
AMR Corp.* 6,000 $ 402,000 0.17%
Banks
Barnett Banks Inc. 10,000 415,000 0.17%
Chemicals - General
American Cyanamid Co. 12,000 603,000
WR Grace & Co. 11,000 446,875
Monsanto Co. 4,000 293,500
---------
1,343,375 0.56%
Chemicals - Photographic
Eastman Kodak Co. 7,000 393,750 0.16%
Communications
McCaw Cellular Communications Inc.* 9,700 489,850
BHC Communications Inc.* 9,500 779,000
---------
1,268,850 0.53%
Drugs
Bristol-Myers Squibb Co. 5,500 320,375
Warner-Lambert Co. 3,500 236,250
---------
556,625 0.23%
Electronics - Instrumentation
Ametek Inc. 30,000 382,500
Beckman Instruments Inc. 19,500 533,813
Xerox Corp. 3,000 268,125
---------
1,184,438 0.49%
Electronics - General
Westinghouse Electric Corp. 27,500 388,438 0.16%
Financial
American Express Co. 28,000 864,500
Primerica Corp. 15,000 583,125
---------
1,447,625 0.60%
</TABLE>
<PAGE> 22
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
SCHEDULE I
INVESTMENTS
(CONTINUED)
DECEMBER 31, 1993
DIVERSIFIED COMMON STOCK FUND
<TABLE>
<CAPTION>
Value at Percent of
Name of Issuer and Number of close total plan
Title of issues shares of period net assets
--------------- ------ --------- ----------
<S> <C> <C> <C>
Food-Manufacturer
Borden Inc. 48,500 $ 824,500
Dole Food Company Inc. 21,000 561,750
---------
1,386,250 0.58%
Health Care
Medical Care America Inc.* 38,000 869,250 0.36%
Insurance
Transamerica Corp. 10,500 595,875
TIG Holdings Inc. 25,000 575,000
---------
1,170,875 0.49%
Machinery - General
Navistar Int'l Corp.* 11,000 259,875 0.11%
Merchandising - Consumer Specialty
Whitman Corp. 46,000 747,500 0.31%
Merchandising - General
Waban Inc.* 39,000 531,375 0.22%
Office and Computer Equipment
Comdisco Inc. 50,500 972,125 0.40%
Oil Services
Freeport McMoran Inc. 45,000 888,750 0.37%
Oil and Gas - Domestic
Occidental Petroleum Corp. 16,800 285,600
Pennzoil Co. 3,500 186,812
Tenneco Inc. 13,200 694,650
USX - Marathon Group 29,000 478,500
---------
1,645,562 0.68%
</TABLE>
<PAGE> 23
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
SCHEDULE I
INVESTMENTS
(CONTINUED)
DECEMBER 31, 1993
DIVERSIFIED COMMON STOCK FUND
<TABLE>
<CAPTION>
Value at Percent of
Name of Issuer and Number of close total plan
Title of issues shares of period net assets
--------------- ------ --------- ----------
<S> <C> <C> <C>
Oil and Gas - International
Texaco Inc. 7,000 $ 453,250 0.19%
Textiles
Reebok International 22,000 660,000 0.27%
Tobacco/Beverages
Anheuser-Busch Co. Inc. 12,000 589,500
Coca Cola Enterprises Inc. 47,500 724,375
---------
1,313,875 0.55%
Utilities-Electric
Reliance Elec Co.* 24,000 405,000 0.17%
Utilities - Telephone
Sprint Corp. 21,000 729,750 0.30%
Miscellaneous
Honeywell Inc. 10,200 349,350
ADR Hanson PLC 22,500 450,000
United Technologies Corp. 4,000 248,000
---------
1,047,350 0.43%
--------- -----
Total common stock $ 20,480,888 8.50%
========== =====
</TABLE>
*Non-income producing securities
<PAGE> 24
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
SCHEDULE I
INVESTMENTS
(CONTINUED)
DECEMBER 31, 1993
DIVERSIFIED COMMON STOCK FUND
<TABLE>
<S> <C> <C>
(a) Aggregate gross unrealized
appreciation of securities $ 3,995,675
(b) Aggregate gross unrealized
depreciation of securities (824,226)
---------
(c) Net unrealized appreciation of securities $ 3,171,449
=========
(d) Aggregate cost of securities for
Federal income tax purposes $ 17,309,439
==========
</TABLE>
<PAGE> 25
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR SALARIED EMPLOYEES
SCHEDULE I
INVESTMENTS
(CONTINUED)
DECEMBER 31, 1993
VARIABLE INTEREST FUND
<TABLE>
<CAPTION>
Name of Issuer, Value at Percent of
Interest Rate and close total plan
Date of Maturity Cost of period net assets
---------------- ---- --------- ----------
<S> <C> <C> <C>
Group Annuity Contracts:
Aetna Contract, MV-3803
11.57%, Due 1/1/95, 1/1/96, 1/1/97 $ 36,865,963 36,865,963 15.30%
AILife, Contract GIC-18143
6.25%, Due 9/1/97 10,203,008 10,203,008 4.24%
Allstate Life Insurance Co., GA-5427
5.40%, Due 9/1/96 6,270,466 6,270,466 2.60%
Allstate Life Insurance Co., GA-5501
5.28%, Due 4/1/98 6,121,315 6,121,315 2.54%
Cigna, GPD Contract GIC-25142
6.63%, Due 9/1/94, 9/1/95 15,325,331 15,325,331 6.36%
Citibank Investment Contract, CPC 1
9.41%, Due 9/1/94 10,768,800 10,768,800 4.47%
Confederation Life, GIC 62413
8.68%, Due 3/1/96 5,361,376 5,361,376 2.23%
Metropolitan Life Contract, 18594 Part A
9.32%, Due 9/1/95 1,854,418 1,854,418 .77%
Metropolitan Life Contract, 18594 Part B
7.50%, Due 9/1/96, 9/1/97, 9/1/98 8,767,981 8,767,981 3.64%
New York Life Insurance Co., GA 06739
5.68%, Due 3/3/97, 9/1/97, 3/2/98 18,857,135 18,857,135 7.83%
Provident National Life Insurance Co.,
627-05564, 5.55%, Due 9/1/98 6,126,511 6,126,511 2.54%
State Mutual Companies, GA 91779A
8.43%, Due 2/28/95, 8/31/95 7,491,448 7,491,448 3.11%
----------- ----------- ------
Total investments in other
than securities $ 134,013,752 134,013,752 55.63%
=========== =========== ======
</TABLE>
<PAGE> 26
SIGNATURES
CPC International Inc. Savings/Retirement Plan for Salaried Employees.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Pension and Welfare Committee of the Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
CPC International Inc.
Savings/Retirement Plan for
Salaried Employees
Date: March 28, 1994 By: /S/ RICHARD P. BERGEMAN
------------------------ --------------------------
Richard P. Bergeman
Chairman,
Pension and Welfare Committee
<PAGE> 27
EXHIBIT INDEX
--------------
Exhibit Page
No. Description No.
- - -------- ------------ -------
23 Consent of KPMG Peat Marwick
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
The Pension and Welfare Committee
CPC International Inc.
Savings/Retirement Plan for Salaried Employees:
We consent to incorporation by reference in the Registration Statements on Form
S-8 (No. 2-48849, 2-92248 and 33-49847) of our report dated March 28, 1994
relating to the statements of financial condition of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees as of December 31, 1993 and 1992
and the related statements of income and changes in plan equity, and the
related schedule for each of the years in the three-year period ended December
31, 1993 which report appears in the December 31, 1993 Form 11-K of the CPC
International Inc. Savings/Retirement Plan for Salaried Employees.
New York, New York
March 28, 1994
/S/ KPMG PEAT MARWICK
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