<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, 1994
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
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available
for Benefits for the years ended December 31,
1994 and 1993 3
Notes to Financial Statements 8
Signatures 13
Consent of Independent Auditors 14
Supplemental Schedules:
Schedule I - Item 27A - Schedule of Assets Held
for Investment Purposes 15
Schedule II - Item 27D - Schedule of Reportable Transactions 16
</TABLE>
<PAGE> 3
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' REPORT
The Pension and Welfare Committee
CPC International Inc.
Savings/Retirement Plan for Salaried Employees:
We have audited the accompanying statements of net assets available for
benefits of CPC International Inc. Savings/Retirement Plan for Salaried
Employees as of December 31, 1994 and 1993, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of CPC
International Inc. Savings/Retirement Plan for Salaried Employees as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the years then ended 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 Schedules I and II 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 LLP
June 9, 1995
1
<PAGE> 4
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statements of Net Assets
Available for Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
Assets: 1994 1993
---- ----
<S> <C> <C>
Investments, at fair value (notes 2 and 3):
CPC International Inc. Preferred Stock:
Unallocated $168,729,455 165,983,710
Allocated 62,466,533 42,826,860
CPC International Inc. Common Stock 38,151,592 39,330,487
Common Stock - 20,480,888
Group Annuity Contracts 130,090,972 134,013,752
Commingled Trust Fund Units 182,075 12,239,880
Fidelity Growth & Income Portfolio 20,523,483 -
Fidelity U.S. Equity Index Portfolio 2,195,297 -
Fidelity Contrafund 8,609,177 -
Fidelity Magellan Fund 13,017,809 -
Fidelity Overseas Fund 3,765,370 -
Fidelity Asset Manager 6,348,037 -
------------ ------------
Total investments 454,079,800 414,875,577
Participant loans receivable 10,773,178 9,295,726
Other receivables:
Participants' contributions - 2,053,843
Accrued interest and dividends 917 325,008
Cash - 175,400
------------ ------------
Total assets 464,853,895 426,725,554
------------ ------------
Liabilities:
Notes payable (note 5), 7.78% due December 2004 172,800,000 183,340,000
------------ ------------
Net assets available for benefits $292,053,895 243,385,554
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statements of Changes in Net Assets
Available for Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Investment income:
Net appreciation (depreciation) in fair value of investment $ 28,232,212 (13,079,363)
Interest 9,873,995 10,904,400
Dividends 18,221,245 17,239,675
------------ -----------
56,327,452 15,064,712
------------ -----------
Contributions:
Employer 8,779,419 6,342,435
Participants 16,357,182 15,775,714
------------ -----------
25,136,601 22,118,149
------------ -----------
Total additions 81,464,053 37,182,861
------------ -----------
Benefits paid to participants (18,990,288) (13,533,392)
Interest expense (13,805,424) (14,609,258)
------------ -----------
Total deductions (32,795,712) (28,142,650)
------------ -----------
Net increase 48,668,341 9,040,211
Net assets available for benefits:
Beginning of year 243,385,554 234,345,343
------------ -----------
End of year $292,053,895 243,385,554
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1994
<TABLE>
<CAPTION>
Employee Fidelity
CPC Variable Stock Participants' Growth
International Interest Ownership Loan & Income
Assets Total Stock Fund Fund Plan Account Portfolio
----- ---------- ---- ---- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
CPC International Inc. Preferred Stock:
Unallocated $ 168,729,455 - - 168,729,455 - -
Allocated 62,466,533 - - 62,466,533 - -
CPC International Inc. Common Stock 38,151,592 38,151,592 - - - -
Group Annuity Contracts 130,090,972 - 130,090,972 - - -
Commingled Trust Fund Units 182,075 - - 182,075 - -
Fidelity Growth & Income Portfolio 20,523,483 - - - - 20,523,483
Fidelity U.S. Equity Index Portfolio 2,195,297 - - - - -
Fidelity Contrafund 8,609,177 - - - - -
Fidelity Magellan Fund 13,017,809 - - - - -
Fidelity Overseas Fund 3,765,370 - - - - -
Fidelity Asset Manager 6,348,037 - - - - -
------------ ---------- ----------- ----------- ---------- ----------
Total investments 454,079,800 38,151,592 130,090,972 231,378,063 - 20,523,483
Participant loans receivable 10,773,178 - - - 10,773,178 -
Other receivables:
Accrued interest and dividends 917 - - 917 - -
------------ ---------- ----------- ----------- ---------- ----------
Total assets 464,853,895 38,151,592 130,090,972 231,378,980 10,773,178 20,523,483
------------ ---------- ----------- ----------- ---------- ----------
Liabilities
Notes payable, 7.78% due
December 2004 172,800,000 - - 172,800,000 - -
------------ ---------- ----------- ----------- ---------- ----------
Net assets available for
benefits $292,053,895 38,151,592 130,090,972 58,578,980 10,773,178 20,523,483
============ ========== =========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Fidelity U.S.
Equity Fidelity Fidelity Fidelity
Index Fidelity Magellan Overseas Asset
Assets Portfolio Contrafund Fund Fund Manager
--------- ---------- ---- ---- -------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
CPC International Inc. Preferred Stock:
Unallocated - - - - -
Allocated - - - - -
CPC International Inc. Common Stock - - - - -
Group Annuity Contracts - - - - -
Commingled Trust Fund Units - - - - -
Fidelity Growth & Income Portfolio - - - - -
Fidelity U.S. Equity Index Portfolio 2,195,297 - - - -
Fidelity Contrafund - 8,609,177 - - -
Fidelity Magellan Fund - - 13,017,809 - -
Fidelity Overseas Fund - - - 3,765,370 -
Fidelity Asset Manager - - - - 6,348,037
--------- --------- ---------- --------- ---------
Total investments 2,195,297 8,609,177 13,017,809 3,765,370 6,348,037
Participant loans receivable - - - - -
Other receivables:
Accrued interest and dividends - - - - -
--------- --------- ---------- --------- ---------
Total assets 2,195,297 8,609,177 13,017,809 3,765,370 6,348,037
--------- --------- ---------- --------- ---------
Liabilities
Notes payable, 7.78% due
December 2004 - - - - -
--------- --------- ---------- --------- ---------
Net assets available for
benefits 2,195,297 8,609,177 13,017,809 3,765,370 6,348,037
========= ========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
Diversified Employee
CPC Common Variable Stock Participants'
International Stock Interest Ownership Loan
ASSETS Total Stock Fund Fund Fund Plan Account
----- ------------- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
CPC International Inc. Preferred Stock:
Unallocated $165,983,710 - - - 165,983,710 -
Allocated 42,826,860 - - - 42,826,860 -
CPC International Inc. Common Stock 39,330,487 39,330,487 - - - -
Common Stock 20,480,888 - 20,480,888 - - -
Group Annuity Contracts 134,013,752 - - 134,013,752 - -
Commingled Trust Fund Units 12,239,880 713,206 6,109,753 5,196,824 220,097 -
------------ ---------- ---------- ----------- ----------- ----------
Total investments 414,875,577 40,043,693 26,590,641 139,210,576 209,030,667 -
Participant loans receivable 9,295,726 - - - - 9,295,726
Other receivables:
Participants' contributions 2,053,843 297,206 655,729 1,100,908 - -
Accrued interest and dividends 325,008 266,467 44,128 13,713 700 -
Cash 175,400 35,570 41,153 48,677 50,000 -
------------ ---------- ---------- ----------- ----------- ---------
Total assets 426,725,554 40,642,936 27,331,651 140,373,874 209,081,367 9,295,726
------------ ---------- ---------- ----------- ----------- ---------
LIABILITIES
Note payable, 7.78% due December 2004 183,340,000 - - - 183,340,000 -
------------ ---------- ---------- ----------- ----------- ---------
Net assets available for benefits $243,385,554 40,642,936 27,331,651 140,373,874 25,741,367 9,295,726
============ ========== ========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 8
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1994
<TABLE>
<CAPTION>
Diversified Employee
CPC Common Variable Stock Participants'
International Stock Interest Ownership Loan
Total Stock Fund Fund Fund Plan Account
----- ------------- ----------- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 28,232,212 4,758,296 389,346 - 24,434,226 -
Interest 9,873,995 29,526 50,565 9,713,794 37,861 -
Dividends 18,221,245 558,395 113,571 - 15,544,880 -
------------ ---------- ------------ ----------- ----------- ----------
56,327,452 5,346,217 553,482 9,713,794 40,016,967 -
Contributions:
Employer 8,779,419 - - - 8,779,419 -
Participants 16,357,182 3,870,840 547,986 6,224,104 - -
------------ ---------- ------------ ----------- ----------- ----------
25,136,601 3,870,840 547,986 6,224,104 8,779,419 -
Transfers - (8,229,417) (27,745,956) (14,419,666) (175,817) 1,477,452
------------ ---------- ------------ ----------- ----------- ----------
Total additions 81,464,053 987,640 (26,644,488) 1,518,232 48,620,569 1,477,452
------------ ---------- ------------ ----------- ----------- ----------
Deductions from net assets attributed to:
Benefits paid to participants (18,990,288) (3,478,984) (687,163) (11,801,134) (1,977,532) -
Interest expense (13,805,424) - - - (13,805,424) -
------------ ---------- ------------ ----------- ----------- ----------
Total deductions (32,795,712) (3,478,984) (687,163) (11,801,134) (15,782,956) -
------------ ---------- ------------ ----------- ----------- ----------
Net increase (decrease) 48,668,341 (2,491,344) (27,331,651) (10,282,902) 32,837,613 1,477,452
Net assets available for benefits:
Beginning of year 243,385,554 40,642,936 27,331,651 140,373,874 25,741,367 9,295,726
------------ ---------- ------------ ----------- ----------- ----------
End of year $292,053,895 38,151,592 - 130,090,972 58,578,980 10,773,178
============ ========== ============ =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity U.S.
Growth Equity Fidelity Fidelity Fidelity
& Income Index Fidelity Magellan Overseas Asset
Portfolio Portfolio Contrafund Fund Fund Manager
--------- ------------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments (794,711) (16,622) (6,469) (4,642) (188,082) (339,130)
Interest 11,616 1,935 7,819 11,116 3,831 5,932
Dividends 1,801,352 23,282 - - 62,561 117,204
---------- ---------- --------- ---------- --------- ---------
1,018,257 8,595 1,350 6,474 (121,690) (215,994)
Contributions:
Employer - - - - - -
Participants 2,670,759 176,961 724,081 1,197,732 383,271 561,448
---------- ---------- --------- ---------- --------- ---------
2,670,759 176,961 724,081 1,197,732 383,271 561,448
Transfers 17,736,120 2,027,428 7,914,450 11,870,478 3,520,490 6,024,438
---------- ---------- --------- ---------- --------- ---------
Total additions 21,425,136 2,212,984 8,639,881 13,074,684 3,782,071 6,369,892
---------- ---------- --------- ---------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants (901,653) (17,687) (30,704) (56,875) (16,701) (21,855)
Interest expense - - - - -
---------- ---------- --------- ---------- --------- ---------
Total deductions (901,653) (17,687) (30,704) (56,875) (16,701) (21,855)
---------- ---------- --------- ---------- --------- ---------
Net increase (decrease) 20,523,483 2,195,297 8,609,177 13,017,809 3,765,370 6,348,037
Net assets available for benefits:
Beginning of year - - - - - -
---------- --------- --------- ---------- --------- ---------
End of year 20,523,483 2,195,297 8,609,177 13,017,809 3,765,370 6,348,037
========== ========= ========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 9
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1993
<TABLE>
<CAPTION>
Diversified Employee
CPC Common Variable Stock Participants'
International Stock Interest Ownership Loan
Total Stock Fund Fund Fund Plan Account
----- ------------- ----------- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investment $(13,079,363) (2,295,794) 2,628,397 - (13,411,966) -
Interest 10,904,400 19,036 183,183 10,693,361 8,820 -
Dividends 17,239,675 1,043,467 498,258 - 15,697,950 -
---------- ---------- ---------- ----------- ------------ ---------
15,064,712 (1,233,291) 3,309,838 10,693,361 2,294,804 -
Contributions:
Employer 6,342,435 - - - 6,342,435 -
Participants 15,775,714 4,907,029 3,257,584 7,611,101 - -
------------ ---------- ---------- ----------- ----------- ---------
22,118,149 4,907,029 3,257,584 7,611,101 6,342,435 -
Transfers - (3,735,421) (1,797,097) (3,386,520) (376,688) 9,295,726
------------ ---------- ---------- ----------- ----------- ---------
Total additions 37,182,861 (61,683) 4,770,325 14,917,942 8,260,551 9,295,726
------------ ---------- ----------- ------------ ----------- ---------
Deductions from net assets attributed to:
Benefits paid to participants (13,533,392) (1,131,915) (1,010,793) (10,020,102) (1,370,582) -
Interest expense (14,609,258) - - - (14,609,258) -
------------ ---------- ---------- ----------- ----------- ---------
Total deductions (28,142,650) (1,131,915) (1,010,793) (10,020,102) (15,979,840) -
------------ ---------- ---------- ----------- ----------- ---------
Net increase (decrease) 9,040,211 (1,193,598) 3,759,532 4,897,840 (7,719,289) 9,295,726
Net assets available for benefits:
Beginning of year 234,345,343 41,836,534 23,572,119 135,476,034 33,460,656 -
------------ ---------- ---------- ----------- ----------- ---------
End of year $243,385,554 40,642,936 27,331,651 140,373,874 25,741,367 9,295,726
============ ========== ========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 10
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Notes to Financial Statements
December 31, 1994 and 1993
(1) DESCRIPTION OF THE PLAN
The following is a brief description of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees (the "Plan").
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering eligible salaried
employees of CPC International Inc. (the "Company"). The Plan allows
employees to set aside part of their compensation for retirement. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS AND VESTING
Participants may contribute up to 12% of their compensation and may
invest in any one or combination of eight funds. Participants may
change their investment elections daily. Employees are immediately
vested in their contributions and the earnings thereon.
Participants 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
1994 is $9,240.
Company contributions are based on the semiannual repayment of the
Employee Stock Ownership Plan (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, prior to 1990, were deposited into the Variable
Interest Fund. Fees of the Trustee and investment managers are paid
by the Company.
PARTICIPANT ACCOUNTS
Individual account balances are maintained for each participant.
Contributions are credited to the participant's account based upon the
current share price or, in the case of the CPC International Stock
Fund, the current value.
Prior to June 30, 1994, contributions were 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.
(Continued)
8
<PAGE> 11
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Notes to Financial Statements
(1), CONTINUED
DISTRIBUTION OF BENEFITS
Distribution of benefits will be made to a participant upon
retirement, disability, death or termination of employment.
Distributions to participants or beneficiaries will be in the form of
lump-sum distributions. Participants who retire or become disabled
also have an annuity option available.
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.
LOANS TO PARTICIPANTS
Participants may borrow from their fund accounts a minimum of $1,000
up to the lessor of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer between the investment funds
and the loan fund.
The loans bear interest at the prime rate plus one percent at the time
of the loan. Loans are repaid through semi-monthly payroll deductions
and are reinvested into the participant's account according to the
current investment election.
PLAN AMENDMENT OR TERMINATION
Although it has not expressed any intention to do so, the Company has
reserved the right to amend, modify or terminate the Plan at any time,
subject to the Plan document and applicable laws and regulations.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The mutual funds and the investment in the Company's common stock are
stated at fair market value determined by quoted market prices at the
close of business on December 31. 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. Purchases and
sales of securities are recorded on a trade-date basis.
FORFEITURES
The value of company units in the Variable Interest Fund or the ESOP
which are forfeited due to termination of service are used to reduce
the amount of Company contributions.
(Continued)
9
<PAGE> 12
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Notes to Financial Statements
(2), CONTINUED
BENEFITS PAYABLE
In 1994, the Plan changed its method of accounting to disclose
benefits payable to participants who have withdrawn from the Plan in
the notes to the financial statements rather than as a recorded
liability of the Plan. These amounts as of December 31, 1993 have
been reclassified to net assets available for benefits. As of
December 31, 1993, benefits of $2,464,922 were due to participants who
had withdrawn from participation in the Plan. Due to the
establishment of daily valuations, there were no benefits due to
participants as of December 31, 1994.
(3) INVESTMENT PROGRAM
The Plan provides for nine separate investment funds, each with a
primary investment plan (except for amounts temporarily held pending
investment and amounts held for disbursement), as follows:
(a) CPC International Stock Fund - invested solely in CPC
International Inc. common stock.
(b) Variable Interest Fund - invested in investment contracts issued
by insurance companies and banks. The issuer pays interest at a
specified rate for the life of the contract.
(c) Employee Stock Ownership Plan - invested solely in CPC
International Inc. Series A ESOP convertible preferred stock.
Only Company contributions are made to the ESOP.
(d) Fidelity Growth & Income Portfolio - seeks long-term capital
growth, current income, and growth of income by investing in
equity securities (including common and preferred stocks),
convertible securities, bonds, futures and options.
(e) Fidelity U.S. Equity Index Portfolio - seeks to achieve a total
return comparable to the total return of the S&P 500 by investing
in the common stocks that make up the S&P 500 Index.
(f) Fidelity Contrafund - seeks long-term capital appreciation by
investing primarily in common stock and securities convertible
into common stock.
(Continued)
10
<PAGE> 13
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Notes to Financial Statements
(3), CONTINUED
(g) Fidelity Magellan Fund - seeks capital appreciation by investing
primarily in common stock and securities convertible into common
stock of domestic and foreign companies.
(h) Fidelity Overseas Fund - seeks long-term growth of capital
through investment in common stock, securities convertible to
common stock and debt instruments of foreign businesses and
governments.
(i) Fidelity Asset Manager - seeks a high total return by investing
in domestic and foreign stocks, bonds and short-term
instruments.
Effective June 30, 1994, all of the securities in the Diversified
Common Stock Fund (DCSF) were sold. All funds and participant account
balances were transferred to the Fidelity Growth and Income Portfolio.
(4) INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated January 14, 1994, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code
("IRC"). Since receiving the favorable tax determination letter, the
Plan has been amended. The Plan's tax counsel believes that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(5) 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: 1995 - $12,300,000; 1996 - $14,020,000; 1997 - $15,720,000;
1998 - $17,360,000; 1999 - $19,040,000 and $94,360,000 thereafter.
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.
(Continued)
11
<PAGE> 14
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Notes to Financial Statements
(6) PLAN AMENDMENTS
Effective July 1, 1994, the following changes were made to the Plan:
(a) Fidelity Management Trust Company became the Trustee,
(b) Six mutual funds were offered as additional investment
options, and
(c) Fidelity Investments became Manager of the Variable Interest
Fund.
In April 1994, Fidelity Investments was named Manager for the
Diversified Common Stock Fund.
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.
12
<PAGE> 15
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: June 29, 1995 By: /s/ Richard P. Bergeman
-------------------------
Richard P. Bergeman
Chairman, Pension and Welfare
Committee
13
<PAGE> 16
[LETTERHEAD OF KPMG PEAT MARWICK]
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 June 9, 1995
relating to the statements of net assets available for benefits of the CPC
International Inc. Savings/Retirement Plan for Salaried Employees as of
December 31, 1994 and 1993 and the related statements of changes in net assets
available for benefits, and the related schedules for the years then ended which
report appears in the December 31, 1994 Form 11-K of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees.
KPMG Peat Marwick LLP
June 9, 1995
14
<PAGE> 17
SCHEDULE I
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
No. of Fair
shares Description Cost value
------- ----------- ---- -----
<S> <C> <C> <C>
3,403,353 CPC International Stock Fund $ 9,893,995 38,151,592
130,090,972 Variable Interest Fund 130,090,972 130,090,972
586,540 Employee Stock Ownership Plan 193,844,909 231,378,981
973,138 Fidelity Growth & Income Portfolio 21,317,516 20,523,483
129,822 Fidelity U.S. Equity Index Portfolio 2,211,919 2,195,297
284,319 Fidelity Contrafund 8,615,646 8,609,177
194,877 Fidelity Magellan Fund 13,022,451 13,017,809
137,926 Fidelity Overseas Fund 3,953,454 3,765,370
459,005 Fidelity Asset Manager 6,687,167 6,348,037
</TABLE>
15
<PAGE> 18
SCHEDULE II
CPC INTERNATIONAL INC.
SAVINGS/RETIREMENT PLAN FOR
SALARIED EMPLOYEES
Item 27D - Schedule of Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
Number of
transactions
----------------- Purchases Net gain
Description Purchases Sales at cost Proceeds Cost (loss)
----------- --------- ----- --------- -------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Securities Fund
Growth & Income Fund 16 4 28,408,149 287,964 287,028 936
Collective Short-Term
Investment Fund - - 8,331,658 8,331,658 8,331,658 -
Collective Short-Term
Investment Fund - - 17,026,053 29,045,836 29,045,836 -
Aetna Contract 6 - 1,463,210 10,761,878 10,761,878 -
Variable Interest Fund 70 57 157,841,251 27,750,278 27,750,278 -
CPC Stock Fund 75 58 46,498,791 12,576,157 12,576,157 7,159,586
ESOP Cash Fund 21 15 5,059,181 5,059,182 5,059,181 -
ESOP Dividend Fund 16 15 232,193 20,957 20,957 18,591
ESOP Share Fund 19 17 58,209,334 808,122 808,122 67,861
Magellan 71 44 13,558,625 536,174 536,174 (7,940)
Contrafund 64 41 8,955,764 340,118 340,118 (2,419)
Growth & Income 67 49 35,046,281 14,118,606 14,118,606 51,775
Overseas 65 41 4,187,273 233,819 233,819 (4,788)
Asset Manager 65 41 7,159,400 472,232 472,232 (5,168)
U.S. Equity Index 50 25 2,299,141 87,222 87,222 (466)
</TABLE>
16
<PAGE> 19
EXHIBIT INDEX
-------------
Exhibit
No. Description
- ------- -----------
23 Consent of Independent Auditors
<PAGE> 1
[LETTERHEAD OF KPMG PEAT MARWICK]
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 June 9, 1995
relating to the statements of net assets available for benefits of the CPC
International Inc. Savings/Retirement Plan for Salaried Employees as of
December 31, 1994 and 1993 and the related statements of changes in net assets
available for benefits, and the related schedules for the years then ended which
report appears in the December 31, 1994 Form 11-K of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees.
KPMG Peat Marwick LLP
June 9, 1995
