<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 11-K
---------------------
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM __________ TO _________
COMMISSION FILE NUMBER 1-6098
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
DANIEL INDUSTRIES, INC.
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
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<PAGE> 2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING
AND SAVINGS PLAN
Date December 19, 1994 By /s/ Larry G. Irving
-----------------------------------------
Larry G. Irving
Member of the Administrative
Committee
Date December 19, 1994 By /s/ Bela Vaczi
-----------------------------------------
Bela Vaczi
Member of the Administrative
Committee
Date December 19, 1994 By /s/ Michael R. Yellin
-----------------------------------------
Michael R. Yellin
Member of the Administrative
Committee
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<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Members and
Administrative Committee of
Daniel Industries, Inc.
Employees' Profit Sharing and Savings Plan
In our opinion, the accompanying statements of financial condition with fund
information and the related statement of income and changes in plan equity with
fund information present fairly, in all material respects, the financial
position of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan
at September 30, 1994 and 1993, and the results of its operations and the
changes in its plan equity for the year ended September 30, 1994, in conformity
with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules 1 and 2 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of financial
condition and statement of income and changes in plan equity is presented for
purposes of additional analysis rather than to present the financial condition
and results of operations and changes in plan equity of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICE WATERHOUSE LLP
Houston, Texas
December 16, 1994
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<PAGE> 4
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Condition
with Fund Information
<TABLE>
<CAPTION>
September 30, 1994
-------------------------------------------------------------------------------------
Fixed Discretionary
Equity Income Cash Company Employer
Assets Assets Equivalents Stock Contribution
Fund Fund Fund Fund (a) Account Total
---------- ------- ----------- --------- ------------- ----------
Non-Member
Member Directed Directed
------------------------------------------------------ -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- -------
Investments at fair
market value:
Daniel Industries, Inc.
common stock
(486,590 shares at cost
of $2,517,319) $ - $ - $ - $2,198,606 $ 3,336,356 $ 5,534,962
Cash equivalents (cost is
equivalent to fair
market value) 278,069 99,159 1,694,725 53,586 499,512 2,625,051
Fixed income assets (cost
of $12,607,950) - 2,816,954 - - 10,061,402 12,878,356
Equity assets (cost of
$8,804,778) 2,753,830 - - - 7,666,593 10,420,423
---------- ---------- ---------- ---------- ----------- -----------
Total investments at fair
market value 3,031,899 2,916,113 1,694,725 2,252,192 21,563,863 31,458,792
Employee contributions
receivable 39,293 37,604 20,958 10,839 - 108,694
Employer contributions
receivable - - - 28,220 758,000 786,220
Receivable for sales of
securities 40,879 - - - 159,674 200,553
Accrued interest and
dividends 2,982 51,039 6,621 153 183,213 244,008
---------- ---------- ---------- ---------- ----------- -----------
Total assets $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267
========== ========== ========== ========== =========== ===========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Payable for purchases of
securities $ 146,960 $ - $ - $ 3,552 $ 176,585 $ 327,097
---------- --------- ---------- ---------- ----------- -----------
Total liabilities 146,960 - - 3,552 176,585 327,097
Plan equity at close of period 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 32,471,170
---------- ---------- ---------- ---------- ----------- -----------
Total liabilities and
plan equity $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267
========== ========== ========== ========== =========== ===========
</TABLE>
(a) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts is not Member directed.
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Condition
with Fund Information
<TABLE>
<CAPTION>
September 30, 1993
-------------------------------------------------------------------------------------
Fixed Discretionary
Equity Income Cash Company Employer
Assets Assets Equivalents Stock Contribution
Fund Fund Fund Fund(a) Account Total
---------- ---------- ----------- --------- ------------- -----------
Non-Member
Member Directed Directed
--------------------------------------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- -------
Investments at fair
market value:
Daniel Industries, Inc.
common stock
(456,416 shares at cost
of $2,175,681) $ - $ - $ - $2,467,039 $ 4,436,253 $ 6,903,292
Cash equivalents (cost is
equivalent to fair
market value) 71,192 244,423 1,335,963 13,352 254,879 1,919,809
Fixed income assets (cost
of $12,537,176) - 2,368,875 - - 12,327,260 14,696,135
Equity assets (cost of
$9,059,536) 2,846,913 - - - 8,297,400 11,144,313
---------- ---------- ---------- ---------- ----------- -----------
Total investments at fair
market value 2,918,105 2,613,298 1,335,963 2,480,391 25,315,792 34,663,549
Employee contributions
receivable 37,775 32,843 18,113 12,083 - 100,814
Employer contributions
receivable - - - 21,276 765,000 786,276
Accrued interest and
dividends 2,214 41,118 3,430 16 212,050 258,828
---------- ---------- ---------- ---------- ----------- -----------
Total assets $2,958,094 $2,687,259 $1,357,506 $2,513,766 $26,292,842 $35,809,467
========== ========== ========== ========== =========== ===========
PLAN EQUITY
-----------
Plan equity at close of period $2,958,094 $2,687,259 $1,357,506 $2,513,766 $26,292,842 $35,809,467
========== ========== ========== ========== =========== ===========
</TABLE>
(a) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts is not Member directed.
The accompanying notes are an integral part of the financial statements.
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<PAGE> 6
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Income and Changes in Plan Equity
with Fund Information
<TABLE>
<CAPTION>
Year Ended September 30, 1994
-------------------------------------------------------------------------------------
Fixed Discretionary
Equity Income Cash Company Employer
Assets Assets Equivalents Stock Contribution
Fund Fund Fund Fund (a) Account Total
---------- ---------- ---------- ----------- ----------- -----------
Non-Member
Member Directed Directed
----------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends on
Daniel Industries, Inc.
common stock $ - $ - $ - $ 31,776 $ 52,796 $ 84,572
Other cash dividends 28,738 - - - 86,160 114,898
Interest 5,957 203,861 55,389 2,492 858,896 1,126,595
---------- ---------- ---------- ---------- ----------- -----------
Investment income 34,695 203,861 55,389 34,268 997,852 1,326,065
Net realized gain/(loss) on
sales of investments:
Daniel Industries, Inc.
common stock - - - (2,962) - (2,962)
Other investments 159,158 117 - - 321,104 480,379
Net unrealized depreciation of:
Daniel Industries, Inc.
common stock - - - (610,071) (1,099,896) (1,709,967)
Other investments (183,517) (377,351) - - (1,796,818) (2,357,686)
---------- --------- --------- --------- ----------- -----------
Total 10,336 (173,373) 55,389 (578,765) (1,577,758) (2,264,171)
Contributions:
Participating employees 522,658 533,060 264,695 160,666 - 1,481,079
Participating employers - - - 388,754 758,000 1,146,754
Rollover from qualified plan 4,410 - 682 3,184 - 8,276
Member distributions (201,952) (183,705) (160,746) (178,913) (2,984,919) (3,710,235)
Interfund transfers (325,453) 141,515 204,778 (20,840) - -
Plan equity at beginning
of period 2,958,094 2,687,259 1,357,506 2,513,766 26,292,842 35,809,467
---------- ---------- ---------- ---------- ----------- -----------
Plan equity at end of period $2,968,093 $3,004,756 $1,722,304 $2,287,852 $22,488,165 $32,471,170
========== ========== ========== ========== =========== ===========
</TABLE>
(a) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts is not Member directed.
The accompanying notes are an integral part of the financial statements
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<PAGE> 7
Notes to Financial Statements
Note 1 - Description of the Plan
The Daniel Industries, Inc. Employees' Profit Sharing and Retirement
Plan (the "Profit Sharing Plan") was initially established effective September
30, 1953. The Daniel Industries, Inc. Employees' Savings Plan (the "Savings
Plan") was initially established effective October 1, 1982, as a stock purchase
plan and was amended to become a pre-tax savings plan effective April 1, 1984.
Effective October 1, 1991, the Profit Sharing Plan was merged into the Savings
Plan. The Savings Plan was thereafter called the Daniel Industries, Inc.
Employees' Profit Sharing and Savings Plan (the "Plan") and has been amended
from time to time to reflect certain changes in the Internal Revenue Code, as
amended (the "Code").
The following description provides only general information relating
to the Plan and is qualified by the terms of the Plan. Capitalized terms which
are not otherwise defined herein are defined in the Plan. Members should refer
to the Summary Plan Description or the Plan document for a more complete
explanation of the Plan's provisions. The Plan document is controlling at all
times.
Participation
The Plan is a defined contribution plan in which each employee of
Daniel Industries, Inc. (the "Company"), Daniel Flow Products, Inc., Daniel
En-Fab Systems, Inc., Daniel Industrial, Inc., and Daniel Valve Company
(together with the Company, the "Employers")
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is initially eligible to participate on the Entry Date (October 1, the first
day of the Plan Year) coincident with or next following the date such employee
was first employed by an Employer.
Contributions
The Plan provides for Discretionary Employer Contributions in such
amount, if any, that shall be determined by the Employers. These contributions
are allocated among each Employer's Active Members in the proportion which the
Considered Compensation of each Member bears to the total Considered
Compensation of all Members of that Employer. A summary of Discretionary
Employer Contributions for the Plan Year ended September 30, 1994 is as
follows:
<TABLE>
<CAPTION>
Discretionary Employer
Contributions for Plan Year
Employer Ended September 30, 1994
- ----------------------------- --------------------------
<S> <C>
Daniel Industries, Inc. and
Daniel Flow Products, Inc. $584,000
Daniel Industrial, Inc. 20,000
Daniel En-Fab Systems, Inc. 54,000
Daniel Valve Company 100,000
--------
$758,000
========
</TABLE>
Further, an eligible employee may choose, by completing and returning
to the Administrative Committee of the Plan (the "Administrative Committee") a
Salary Deferral Agreement, to authorize his Employer to reduce his Considered
Compensation by a certain amount and to contribute on his behalf such amount to
a trust (the "Trust") created under the Plan. The maximum reduction in
compensation that an employee participating in the Plan may elect for
contribution to the Plan is determined by the Administrative Committee; the
nontaxable portion of each employee's annual salary deferral contribution is
limited to the maximum
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<PAGE> 9
amount permitted by the Secretary of the Treasury ($9,240 for the 1994 calendar
year). In addition, such contributions by eligible employees who are "highly
compensated employees" (within the meaning of Section 414(q) of the Code) are
subject to nondiscrimination limitations that are affected by contributions
made by all other eligible employees.
Each Employer makes contributions ("Salary Deferral Contributions")
for each Member employed by such Employer in amounts equal to the amount by
which each such Member's Considered Compensation was reduced pursuant to his
Salary Deferral Agreement. In addition, each Employer is required to make a
matching contribution (an "Employer Matching Contribution") for each Member
employed by such Employer. Effective October 1, 1993, the Plan was amended to
change the Employer Matching Contribution to the lesser of 1.5% of a Member's
Considered Compensation or 50% of the Member's Salary Deferral Contributions.
Prior to that date, the Employer Matching Contribution was the lesser of 1.5%
of a Member's Considered Compensation or 25% of the Member's Salary Deferral
Contributions. Under certain circumstances, a Member may make additional
Rollover Contributions and Voluntary Employee Contributions to the Trust.
Salary Deferral Contributions, Employer Matching Contributions and
Discretionary Employer Contributions made on behalf of each Member are credited
to the Member's Salary Deferral Contribution Account, Employer Matching
Contribution Account and Discretionary Employer Contribution Account,
respectively. Each of such Accounts
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<PAGE> 10
reflects the contributions, and the appreciation or depreciation in the value
of the Trust Fund, allocated to such Account. A Member's Discretionary
Employer Contribution Account, Salary Deferral Contribution Account, Employer
Matching Contribution Account, Rollover Contribution Account and Voluntary
Employee Contribution Account are referred to collectively as a Member's
Accounts.
A summary of Members' Salary Deferral Contributions and a summary of
Employer Matching Contributions for the Plan Year ended September 30, 1994, are
as follows:
<TABLE>
<CAPTION>
Members' Salary Deferral
Contributions for Plan Year Ended
September 30, 1994
----------------------------------
Employer
- ---------------------------
<S> <C>
Daniel Industries, Inc. $ 166,501
Daniel Flow Products, Inc. 793,336
Daniel Industrial, Inc. 103,571
Daniel En-Fab Systems, Inc. 88,999
Daniel Valve Company 328,672
----------
$1,481,079
==========
</TABLE>
<TABLE>
<CAPTION>
Employer Matching
Contributions for Plan Year Ended
September 30, 1994
-----------------------------------
Employer
- ---------------------------
<S> <C>
Daniel Industries, Inc. $ 43,952
Daniel Flow Products, Inc. 203,506
Daniel Industrial, Inc. 31,061
Daniel En-Fab Systems, Inc. 19,038
Daniel Valve Company 91,197
----------
$ 388,754
==========
</TABLE>
Investments
The Plan provides for assets that are held by the Plan as a result of
Discretionary Employer Contributions and Voluntary Employee Contributions to be
invested and reinvested in investments specified in the Plan document. The
Plan further provides that
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<PAGE> 11
assets held by the Plan as a result of Salary Deferral Contributions and
Rollover Contributions shall be invested and reinvested in one or more of four
investment funds: Equity Assets Fund, Fixed Income Assets Fund, Cash
Equivalents Fund and Company Stock Fund. These funds are limited to certain
categories of investments specified in the Plan document. The assets in each
of these four funds may be held temporarily in cash or cash equivalents.
Earnings from investments for each quarter are allocated among the Members'
accounts in the proportion which the balance of each Member in each account at
the beginning of the quarter bears to the total of all Members' balances in
each such account at the beginning of the quarter.
All amounts allocated to a Member's Employer Matching Contribution
Account are invested in the Company Stock Fund. Each Member is required to
designate the percentage of his share of Salary Deferral Contributions and
Rollover Contributions to be invested in each fund. The percentage to be
invested in any fund must be 0%, 25%, 50%, 75% or 100%. A Member has the right
to change the percentage of his share of Salary Deferral Contributions to be
invested in a particular fund once during any calendar quarter. In addition, a
Member has the right to change the percentage of the then present interest in
his Salary Deferral Contribution Account and his Rollover Contribution Account
that is invested in the respective funds once during any calendar quarter.
These rights may be exercised by notifying the Administrative Committee in
writing, but need not be exercised simultaneously.
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<PAGE> 12
Any such change is effective on the first day of the calendar quarter to occur
not less than 15 days following receipt of appropriate written instructions by
the Administrative Committee.
As Employer Matching Contributions are allocated to the Company Stock
Fund, all Members become participants in such fund. Members may participate in
all four funds simultaneously.
Vesting
A Member is always 100% vested in all of his Accounts except his
Discretionary Employer Contribution Account. For all Members with an
employment date which occurred on or before September 30, 1989, the balance in
the Discretionary Employer Contribution Account vests with each of the Members
in 10% annual increments beginning with such Member's first employment
anniversary date and continuing through the fourth employment anniversary date
and in 20% annual increments beginning with such Member's fifth employment
anniversary date. For all Members with an employment date occurring after
September 30, 1989, the balance in the Discretionary Employer Contribution
Account vests with each of those Members in 20% annual increments beginning
with such Member's third employment anniversary date. Accordingly, in both
those cases, Members are fully vested at the end of seven years. A Member's
interest in the Discretionary Employer Contribution Account also becomes fully
vested upon retirement or upon death or Separation on account of Total and
Permanent Disability. Non-vested amounts are forfeited upon termination of
employment and are used to restore any accounts required to be restored. Any
excess
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<PAGE> 13
forfeited balances at the end of the Plan Year are allocated to remaining
Members on the same basis used to allocate Discretionary Employer Contributions
of the Employers as described above.
Distributions and Withdrawal
Upon the death, Total and Permanent Disability, or retirement of a
Member, or his termination of employment with his Employer, such Member or his
validly designated Beneficiary is entitled to the vested interest of the amount
in the Member's Accounts as of the end of the calendar quarter immediately
following the date of such Member's death, or other Separation.
Each Member who has completed five years of Vesting Service and who
has given written notice to the Administrative Committee may withdraw, as of
the end of the calendar quarter next following such notice, a specified amount
of his Discretionary Employer Contribution Account, but not in excess of 25% of
his vested interest in such account. The number of such withdrawals available
to a Member is limited to one, prior to his completion of ten years of Vesting
Service, and one subsequent to his completion of ten years of Vesting Service.
A Member who is suffering a qualifying financial hardship may file a
written request with the Administrative Committee to withdraw from his Salary
Deferral Contribution Account, Employer Matching Contribution Account and
Rollover Contribution Account an amount necessary to ease his hardship.
However, a Member is not entitled to make a financial hardship withdrawal of
any earnings credited to the Member's Salary Deferral Contribution Account or
of
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<PAGE> 14
any Employer Matching Contributions or earnings credited to the Member's
Employer Matching Contribution Account after December 31, 1988.
Effective October 1, 1993, the Plan was amended to allow a Member who
has reached age 55 and has completed 25 years of service to make one
withdrawal of an amount not in excess of the total balance in his Accounts
other than his Salary Deferral Contribution Account. Upon reaching age 60 and
completing 25 years of service, a Member may make one withdrawal of an amount
not in excess of the total balance in his Accounts (exclusive of any Account(s)
from which he made a prior withdrawal pursuant to this amendment). Prior to
October 1, 1993, a Member had to have reached age 60 and completed 25 years of
service to withdraw an amount not in excess of the total balance in his
Accounts.
Subject to the limitations established by Section 401(a)(9) of the
Code, distributions are payable in accordance with the Member's choice in cash
or in kind, or both, in any one or a combination of the following manners: (i)
in one lump sum; or (ii) in substantially equal periodic installments for a
specified number of years not to exceed the greater of (a) 25 years or (b) the
life expectancy of the Member or the joint and last survivor life expectancy of
the Member and his spouse or other Beneficiary or (c) such shorter period as
may result from the allocation of losses to his Accounts.
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<PAGE> 15
Trustee and Investment Manager
The Trustee under the Plan is Wachovia Bank of North Carolina, N.A.
The Trustee's duties are to maintain custody of the assets of the Trust Fund,
to invest and reinvest the assets of the Trust Fund subject to the instructions
of the Administrative Committee, and, in accordance with the provisions of the
Plan, to render certain reports to the Administrative Committee. The Trustee
is appointed by the Board of Directors of the Company and serves as Trustee
under the terms of the agreement relating to the Trust and the Plan until the
termination of the Trust, the resignation of the Trustee or the removal of the
Trustee by the Board of Directors of the Company. The Trustee has the right to
vote the shares of the Company's common stock and other securities held in the
Trust Fund, subject to instruction by the Administrative Committee.
J. & W. Seligman & Co. Incorporated ("Seligman"), the Plan's
investment manager, makes investment decisions regarding all of the Plan's
investments except the Cash Equivalents Fund, the Company Stock Fund, Daniel
Industries, Inc. common stock, cash and cash equivalents. The investment
manager is appointed by the Plan's Administrative Committee which reviews its
performance. William C. Morris, a member of the Company's Board of Directors,
is Chairman of the Board of Directors and President of Seligman.
Termination of the Plan
The Company currently intends to continue the Plan indefinitely, but
it may terminate the Plan at any time, withdraw from the Plan, or amend it in
whole or in part. Any Employer that
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<PAGE> 16
has adopted the Plan may terminate the Plan with respect to itself by executing
and delivering to the Trustee a notice of termination that specifies the date
on which the Plan will terminate. If the Plan is terminated, all vested and
non-vested amounts credited to the Accounts of each Member will be paid to
such Member or his Beneficiary after payment of all expenses and adjustments.
Note 2 - Significant Accounting Policies
Basis of Presentation of Financial Statements
The financial statements of the Plan are prepared on the accrual basis
of accounting.
Investments
Cash equivalents are stated at cost, which approximates fair market
value. All other securities are stated at their fair market value which is
determined based on their quoted market price. Any change in the fair market
value of the common stock of the Company and other securities held is recorded
in the Statement of Income and Changes in Plan Equity with Fund Information as
an increase or decrease in unrealized appreciation or depreciation at year end.
Dividends and interest income are recorded when earned.
Administrative Expenses
The Company currently pays all of the Plan's administrative expenses.
Note 3 - Member Distribution Obligations
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<PAGE> 17
Distribution payments to members are recognized only upon payment.
Obligations for distribution payments to Members are as follows:
<TABLE>
<CAPTION>
Member Distribution Obligations
September 30,
-------------------------------
1994 1993
-------- --------
<S> <C> <C>
Equity Assets Fund $ 49,580 $ 31,501
Fixed Income Assets Fund 34,920 42,403
Cash Equivalents Fund 53,394 12,808
Company Stock Fund 48,514 35,175
Discretionary Employer
Contribution Account 334,294 617,945
-------- --------
Total $520,702 $739,832
======== ========
</TABLE>
These obligations are reflected as liabilities in the Form 5500 Annual
Return/Report of Employee Benefit Plan.
Note 4 - Federal Income Tax Status
Based on the design and current operation of the Plan, management
believes that the Plan is qualified under Section 401(a), and, therefore, the
Trust is exempt from taxation under Section 501(a) of the Code. The Internal
Revenue Service granted a favorable letter of determination to the Plan on
August 7, 1992. Generally, contributions to a qualified plan are deductible by
the Company when made. Earnings of the Trust are tax exempt and Members are
not taxed on their benefits until withdrawn from the Plan and not rolled over
into another qualified plan or individual retirement account.
Note 5 - Unrealized Appreciation (Depreciation) of Investments and Realized
Gains (Losses) on Sale of Investments
Unrealized appreciation (depreciation) of investments and realized
gains (losses) on the sale of investments are determined
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<PAGE> 18
on a historical cost basis. For purposes of presenting such information in the
Plan's Form 5500 Annual Return/Report of Employee Benefit Plan, the current
value method is used. Under the current value method, net realized loss on
sales of investments of $643,879, and net unrealized depreciation of
investments of $2,946,357, were incurred during the year ended September 30,
1994, as calculated and provided by the Plan's Trustee.
Note 6 - Plan Holdings Which Represent 5% or More of Plan Equity
Investments that represent 5% or more of the Plan's equity are as
follows:
<TABLE>
<CAPTION>
September 30, 1994
------------------
<S> <C>
Daniel Industries, Inc. Common Stock $5,534,962
U.S. Treasury Notes 8.50% 2/15/00 5,518,223
Wachovia Bank of North Carolina
Short-term Investment Fund 2,625,051
U.S. Treasury Bonds 8.75% 11/15/08-03 * 2,330,284
</TABLE>
* Maturity Date November 15, 2008; callable on November 15, 2003.
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<PAGE> 19
Schedule 1
(Page 1 of 5)
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- ------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
DISCRETIONARY EMPLOYER
----------------------
CONTRIBUTION ACCOUNT
--------------------
COMMON STOCKS
-------------
SHARES
------------
ALCO SDT INC. 3,000 $ 145,463 $ 186,375
AMERICAN GREETINGS CORP. 6,000 170,250 173,250
AMERICAN INTERNATIONAL GROUP, INC. 2,100 163,009 186,638
AMOCO CORP. 3,000 167,805 177,750
BARNES & NOBLE INC. 5,000 156,329 133,750
BOEING CO. 2,200 99,132 95,150
CAPITAL CITIES ABC INC. 1,300 101,803 106,600
CENTURY TEL ENTERPRISES, INC. 4,000 117,490 115,500
CHRYSLER CORP. 3,000 162,930 134,625
COCA COLA CO. 7,000 130,849 340,375
COLGATE PALMOLIVE CO. 2,500 144,525 145,000
COLUMBIA/HCA HEALTHCARE CORP. 5,000 191,582 217,500
COMCAST CORP. 5,000 62,714 76,408
COMMUNITY PSYCHIATRIC CTRS. 7,000 132,328 95,375
* DANIEL INDUSTRIES, INC. 293,306 402,513 3,336,356
E M C CORP. MASS 9,000 144,833 181,125
ECHLIN INC. 4,000 126,852 121,500
ENRON CORP. 5,000 145,875 151,250
FIRST DATA CORP. 7,000 167,156 351,750
FISHER SCIENTIFIC INTL. INC. 5,000 156,170 168,750
GENERAL ELECTRIC CO. 4,000 189,724 192,500
GILLETTE CO. 3,000 171,014 212,250
GREEN TREE FINANCIAL CORP. 5,000 154,000 134,375
HARLEY DAVIDSON INC. 10,000 175,801 276,250
HOME DEPOT INC. 4,000 46,301 168,000
ILLINOIS TOOL WORKS INC. 6,000 188,519 256,500
INTEL CORP. 2,000 122,000 123,000
INTERPUBLIC GROUPS COS. INC. 6,000 100,585 198,000
MBNA CORP. 6,000 149,740 138,750
MICHAELS STORES INC. 3,000 105,000 124,314
MOTOROLA INC. 3,400 162,452 179,350
NATIONSBANK CORP. 3,000 160,930 147,000
NORDSTROM INC. 4,000 146,619 160,000
NUCOR CORP. 2,500 59,129 174,062
ORACLE SYSTEMS CORP. 3,000 100,400 129,000
PARAMETRIC TECHNOLOGY CORP. 4,000 137,810 133,000
PROCTOR & GAMBLE CO. 2,000 113,370 119,250
REYNOLDS & REYNOLDS CO. 9,000 169,020 226,125
SERVICE CORP. INTL. 5,000 119,050 128,750
</TABLE>
<PAGE> 20
Schedule 1
(Page 2 of 5)
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- ------------------------------------- ---------- -----------
<S> <C> <C> <C>
STANDARD PRODUCTS CO. 3,500 $ 132,587 $ 87,500
TEL & DATA SYS. INC. 1,000 46,710 46,000
TELEFLEX INC. 5,000 149,675 178,750
TELEFONOS DE MEXICO SA ADR 3,500 154,648 218,533
TIME WARNER INC. 3,000 123,555 105,375
TYCO INTERNATIONAL LTD. 3,500 155,387 166,250
U S HEALTHCARE INC. 1,800 60,150 83,813
UNITED HEALTHCARE CORP. 4,000 131,274 212,000
WARNER LAMBERT CO. 1,400 107,884 112,350
WHEELABRATOR TECHNOLOGIES, INC. 5,000 100,375 76,875
----------- -----------
6,823,317 11,002,949
----------- -----------
</TABLE>
GOVERNMENT BONDS AND NOTES
<TABLE>
<CAPTION>
PRINCIPAL
RATE MATURITY DATE AMOUNT
------- ------------- -----------
<S> <C> <C> <C> <C> <C>
U.S. TREASURY BONDS 8.750% 11/15/08-03 $ 2,000,000 1,995,625 2,118,440
U.S. TREASURY BONDS 8.375% 08/15/08-03 500,000 491,094 517,110
U.S. TREASURY BONDS 7.500% 11/15/16 300,000 300,891 284,157
U.S. TREASURY NOTES 8.500% 02/15/00 4,750,000 4,746,562 4,992,678
U.S. TREASURY NOTES 8.000% 05/15/01 1,000,000 987,187 1,030,470
U.S. TREASURY NOTES 7.750% 02/15/01 500,000 507,812 508,905
U.S. TREASURY NOTES 6.250% 02/15/03 500,000 514,063 459,455
U.S. TREASURY NOTES 7.500% 11/15/01 150,000 152,320 150,187
----------- -----------
9,695,554 10,061,402
----------- -----------
</TABLE>
CASH EQUIVALENTS
<TABLE>
<CAPTION>
UNITS
------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK OF NORTH CAROLINA
SHORT-TERM INVESTMENT FUND 499,512 499,512 499,512
----------- -----------
TOTAL DISCRETIONARY EMPLOYER
CONTRIBUTION ACCOUNT $17,018,383 $21,563,863
=========== ===========
</TABLE>
EQUITY ASSETS FUND
COMMON STOCKS
-------------
<TABLE>
<CAPTION>
SHARES
------------
<S> <C> <C> <C>
ALCO STD CORP. 1,000 $ 48,505 $ 62,125
AMERICAN GREETINGS CORP. 1,800 51,075 51,975
AMERICAN INTERNATIONAL GROUP, INC. 750 58,218 66,656
AMOCO CORP. 1,000 55,935 59,250
BARNES & NOBLE INC. 1,700 53,152 45,475
BOEING CO. 800 36,048 34,600
CAPITAL CITIES ABC INC. 500 39,165 41,000
CENTURY TEL ENTERPRISES, INC. 1,400 40,859 40,425
CHRYSLER CORP. 1,100 59,741 49,363
COCA COLA CO. 2,200 38,429 106,975
</TABLE>
<PAGE> 21
Schedule 1
(Page 3 of 5)
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- ------------------------------------- ---------- -----------
<S> <C> <C> <C>
COLGATE PALMOLIVE CO. 1,000 $ 57,810 $ 58,000
COLUMBIA/HCA HEALTHCARE CORP. 2,000 77,504 87,000
COMCAST CORP. 3,000 49,970 45,813
COMMUNITY PSYCHIATRIC CTRS. 2,200 41,589 29,975
E M C CORP MASS 3,000 43,775 60,375
ECHLIN INC. 1,700 53,917 51,638
ENGELHARD CORP. 1,400 38,584 37,625
ENRON CORP. 2,000 58,350 60,500
FIRST DATA CORP. 2,000 47,759 100,500
FISHER SCIENTIFIC INTL., INC. 1,500 46,762 50,625
GENERAL ELECTRIC CO. 1,200 56,917 57,750
GENERAL MOTORS CORP. 1,500 57,090 57,000
GREEN TREE FINANCIAL CORP. 2,000 61,600 53,750
HARLEY DAVIDSON INC. 3,000 52,757 82,875
HOME DEPOT 1,800 37,664 75,600
ILLINOIS TOOL WORKS INC. 2,000 63,746 85,500
INTEL CORP. 800 48,800 49,200
INTERPUBLIC GROUPS COS. INC. 2,000 44,580 66,000
MBNA CORP. 1,950 48,665 45,093
MICHAELS STORES INC. 1,000 35,000 41,438
MOTOROLA INC. 1,200 57,336 63,300
NATIONSBANK CORP. 1,000 53,604 49,000
NORDSTROM INC. 1,400 51,317 56,000
NUCOR CORP. 800 18,914 55,700
ORACLE SYSTEMS CORP. 1,200 40,700 51,600
PARAMETRIC TECHNOLOGY CORP. 2,000 67,310 66,500
PROCTOR AND GAMBLE CO. 700 39,687 41,737
REYNOLDS & REYNOLDS CO. 3,000 56,340 75,375
SERVICE CORP. INTL. 1,800 42,858 46,350
STANDARD PRODUCTS CO. 1,200 45,458 30,000
TEL & DATA SYS. INC. 700 28,392 32,200
TELEFLEX INC. 2,000 62,620 71,500
TELEFONOS DE MEXICO SA ADR 1,000 45,660 62,438
TIME WARNER INC. 1,000 41,185 35,125
TYCO INTERNATIONAL LTD. 1,300 62,464 61,750
U. S. HEALTHCARE INC. 650 21,721 30,266
UNITED HEALTHCARE CORP. 1,800 59,717 95,400
WARNER LAMBERT CO. 500 38,550 40,125
WHEELABRATOR TECHNOLOGY, INC. 2,300 46,175 35,363
--------- ---------
2,383,974 2,753,830
--------- ---------
</TABLE>
CASH EQUIVALENTS
<TABLE>
<CAPTION>
UNITS
------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK OF NORTH CAROLINA
SHORT-TERM INVESTMENT FUND 278,069 278,069 278,069
----------- -----------
TOTAL EQUITY ASSETS FUND $ 2,662,043 $ 3,031,899
=========== ===========
</TABLE>
<PAGE> 22
Schedule 1
(Page 4 of 5)
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- ----------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
</TABLE>
FIXED INCOME ASSETS FUND
GOVERNMENT BONDS AND NOTES
--------------------------
<TABLE>
<CAPTION>
PRINCIPAL
RATE MATURITY DATE AMOUNT
------- ------------- -----------
<S> <C> <C> <C> <C> <C>
US TREASURY BONDS 7.500% 11/15/16 $ 350,000 $ 365,750 $ 331,516
US TREASURY BONDS 8.750% 11/15/08-03 200,000 199,563 211,844
US TREASURY BONDS 7.875% 11/15/07-02 100,000 99,812 100,297
US TREASURY BONDS 8.000% 11/15/21 100,000 104,969 100,125
US TREASURY NOTES 5.750% 08/15/03 600,000 595,953 529,032
US TREASURY NOTES 8.500% 02/15/00 500,000 496,521 525,545
US TREASURY NOTES 6.250% 02/15/03 400,000 395,094 367,564
US TREASURY NOTES 8.375% 04/15/95 200,000 199,750 202,812
US TREASURY NOTES 7.750% 02/15/01 150,000 151,531 152,672
US TREASURY NOTES 8.000% 05/15/01 100,000 98,719 103,047
US TREASURY NOTES 6.375% 06/30/97 100,000 103,578 98,969
US TREASURY NOTES 5.125% 06/30/98 100,000 101,156 93,531
--------- ---------
2,912,396 2,816,954
--------- ---------
</TABLE>
CASH EQUIVALENTS
<TABLE>
<CAPTION>
UNITS
------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK OF NORTH CAROLINA
SHORT-TERM INVESTMENT FUND 99,159 99,159 99,159
----------- -----------
TOTAL FIXED INCOME ASSETS FUND $ 3,011,555 $ 2,916,113
=========== ===========
</TABLE>
CASH EQUIVALENTS FUND
CASH EQUIVALENTS
<TABLE>
<CAPTION>
UNITS
------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK OF NORTH CAROLINA
SHORT-TERM INVESTMENT FUND 1,694,725 $ 1,694,725 $ 1,694,725
----------- -----------
TOTAL CASH EQUIVALENTS FUND $ 1,694,725 $ 1,694,725
=========== ===========
</TABLE>
COMPANY STOCK FUND
COMMON STOCK
<TABLE>
<CAPTION>
SHARES
------------
<S> <C> <C> <C> <C>
* DANIEL INDUSTRIES, INC. 193,284 $ 2,114,806 $ 2,198,606
----------- -----------
2,114,806 2,198,606
----------- -----------
</TABLE>
<PAGE> 23
Schedule 1
(Page 5 of 5)
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- -------------------------------------- --------- -----------
<S> <C> <C> <C> <C>
</TABLE>
CASH EQUIVALENTS
<TABLE>
<CAPTION>
UNITS
------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK OF NORTH CAROLINA
SHORT-TERM INVESTMENT FUND 53,586 $ 53,586 $ 53,586
----------- -----------
TOTAL COMPANY STOCK FUND $ 2,168,392 $ 2,252,192
=========== ===========
TOTAL ASSETS HELD FOR
INVESTMENT PURPOSES $26,555,098 $31,458,792
=========== ===========
</TABLE>
* REPRESENTS A PARTY IN INTEREST
<PAGE> 24
Schedule 2
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
(b)
Description
of asset
(include (h)
interest (f) Current
(a) rate and Expense value of
Identity maturity (c) (d) (e) incurred (g) asset on (i)
of party in case Purchase Selling Lease with Cost transaction Net gain
involved of a loan) price price rental transaction of asset date or (loss)
- -------- ---------- ---------- --------- ------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
WACHOVIA SHORT-TERM $7,511,560 $7,511,560 $7,511,560
BANK INVESTMENT
OF NORTH FUND
CAROLINA
WACHOVIA SHORT-TERM $6,806,317 $6,806,317 $6,806,317
BANK INVESTMENT
OF NORTH FUND
CAROLINA
</TABLE>
<PAGE> 25
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-79399), including all Post-Effective Amendments
thereto filed prior to the date of this consent, of Daniel Industries, Inc. of
our report dated December 16, 1994 appearing on Page 3 of this Annual Report on
Form 11-K.
PRICE WATERHOUSE LLP
Houston, Texas
December 16, 1994
