SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1993
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from
__________________ to __________________
Commission File Number 1-7626
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0561070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
433 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of principal (Zip Code)
executive offices)
(414) 271-6755
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Title of each class Name of each exchange
on which registered
Common Stock, $.10 par value
Associated Common Share New York Stock Exchange, Inc.
Purchase Rights
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the Registrant was required to file such reports); and (2) has
been subject to such filing requirements for at least the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K [ X ]
Indicate the number of shares outstanding of each of the
issuer's classes of Common Stock as of December 10, 1993: 26,978,325
shares of Common Stock, $.10 par value, including 515,710 treasury shares.
Aggregate market value of Universal Foods Corporation Common
Stock, excluding treasury shares, held by non-affiliates as of December
10, 1993, was $822,124,674.
Documents Incorporated By Reference
1. Portions of Universal Foods Corporation 1993 Annual Report
to Shareholders (Parts I, II and IV of Form 10-K)
2. Portions of Universal Foods Corporation Notice of Annual
Meeting and Proxy Statement dated December 17, 1993 (Parts II and III of
Form 10-K)
<PAGE>
The undersigned Registrant hereby amends Item 14 of its Annual
Report on Form 10-K for the fiscal year ended September 30, 1993 to
provide in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed:
1. and 2. Financial Statements and Financial Statement
Schedules. (See following "List of Financial Statements and Financial
Statement Schedules.")
3. Exhibits. (See Exhibit Index on the last page of this
report.) (No instruments defining the rights of holders of long-term debt
of the Company and its consolidated subsidiaries are filed herewith
because no long-term debt instrument authorizes securities exceeding 10%
of the total consolidated assets of the Company. The Company agrees to
furnish a copy of any such instrument to the Securities and Exchange
Commission upon request.)
(b) Reports on Form 8-K: None.
<PAGE>
List of Financial Statements and Financial Statement Schedules
Page Reference in
1993 Annual Report
to Shareholders
1. FINANCIAL STATEMENTS
(a) Universal Foods Corporation
Financial Statements
The following consolidated
financial statements of Universal
Foods Corporation and Subsidiaries
are incorporated by reference to
the Annual Report to Shareholders
for the year ended September 30,
1993.
Independent Auditors' Report 33
Consolidated Balance Sheets -
September 30, 1993 and 1992 24
Consolidated Earnings - years ended
September 30, 1993, 1992 and 1991 23
Consolidated Shareholders' Equity -
years ended September 30, 1993,
1992 and 1991 25
Consolidated Cash Flows - years
ended September 30, 1993, 1992 and
1991 26
Notes to Consolidated Financial
Statements 27-32
Page of this
Form 10-K/A
(b) Universal Foods Corporation
Retirement Employee Stock Ownership
Plan Financial Statements
Independent Auditors' Report
Statements of Net Assets Available
for Benefits - September 30, 1993
and 1992
Statements of Changes in Net Assets
Available for Benefits - years
ended September 30, 1993 and 1992
Statements of Net Assets Available
for Benefits - September 30, 1993
and 1992 and Statements of Changes
in Net Assets Available for
Benefits - years ended September
30, 1993 and 1992 for the following
funds:
Fixed Income Fund
Universal Foods Common Stock
Fund
Notes to Financial Statements
Supplemental Schedules Furnished
Pursuant to Department of Labor's
Rules and Regulations
Item 27a - Schedules of Assets Held
for Investment Purposes
Item 27b - Schedule of Reportable
Transactions
All other schedules are omitted
because they are inapplicable
(c) Universal Foods Corporation Savings
Plan Financial Statements
Independent Auditors' Report
Statements of Net Assets Available
for Benefits - September 30, 1993
and 1992
Statements of Changes in Net Assets
Available for Benefits - years
ended September 30, 1993 and 1992
Statements of Net Assets Available
for Benefits - September 30, 1993
and 1992 and Statements of Changes
in Net Assets Available for
Benefits - years ended September
30, 1993 and 1992 for the following
funds:
Fixed Income Fund
Equity Fund
Government Securities Fund
Universal Foods Common Stock
Fund
Loan Fund
Notes to Financial Statements
Supplemental Schedules Furnished
Pursuant to Department of Labor's
Rules and Regulations:
Item 27a - Schedule of Assets
Held for Investment Purposes
Item 27d - Schedule of
Reportable Transactions
All other schedules are omitted
because they are inapplicable.
2. FINANCIAL STATEMENT SCHEDULES Page Reference
in Form 10-K
Independent Auditors' Report 16
Schedule V - Property, Plant and
Equipment 17
Schedule VI - Accumulated
Depreciation and Amortization of
Plant and Equipment 18
Schedule VIII - Valuation and
Qualifying Accounts and Reserves 19
Schedule IX - Short-Term Borrowings 20
Schedule X - Supplemental Earnings
Statement Information 21
All other schedules are omitted because they are inapplicable,
not required by the instructions or the information is included in the
consolidated financial statements or notes thereto.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
YEARS ENDED SEPTEMBER 30, 1993 AND 1992
<PAGE>
Independent Auditors' Report
The Administrative Committee
Universal Foods Corporation Retirement
Employee Stock Ownership Plan
Milwaukee, Wisconsin 53201
We have audited the accompanying statements of net assets available for
benefits of Universal Foods Corporation Retirement Employee Stock
Ownership Plan as of September 30, 1993 and 1992, 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of Universal Foods
Corporation Retirement Employee Stock Ownership Plan as of September 30,
1993 and 1992, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental statements
by fund are presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for
benefits of the individual funds, and is not a required part of the basic
financial statements. The supplemental schedules are also presented for
the purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary schedules required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental statements and supplemental schedules are the
responsibility of the Plan's management. Such supplemental statements by
fund and supplemental schedules 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 when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche
March 4, 1994
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1993 1992
ASSETS:
Cash (overdraft) $ (168)
Investments (Note C) $45,600,990 41,980,803
Contribution receivable from
Universal Foods Corporation 3,451,363 2,634,859
Dividends and interest
receivable 72,908 48,494
__________ __________
Total assets 49,125,261 44,663,988
========== ==========
LIABILITIES:
Interest payable 6,842 10,688
Notes payable (Note D) 2,200,000 3,700,000
__________ __________
Total liabilities 2,206,842 3,710,688
__________ __________
NET ASSETS AVAILABLE FOR BENEFITS $46,918,419 $40,953,300
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended September 30,
1993 1992
Investment income:
Dividends on
Universal Foods
Corporation common
stock $ 1,017,530 $ 953,054
Interest and other
dividends 459,642 493,019
Net appreciation
(depreciation) in
fair value of
Universal Foods
Corporation common
stock 2,832,821 (7,991,228)
Contributions:
Universal Foods
Corporation 4,977,212 4,760,198
Transfers from
terminated defined
benefit pension
plans 19,250
Transfers from other
plans 3,440
Reimbursed commission
expenses 1,006 2,003
__________ __________
Total additions 9,288,211 (1,760,264)
__________ __________
Withdrawals and
terminations paid in:
Cash (2,800,685) (3,032,700)
Stock (356,118) (390,124)
Interest expense (166,208) (283,718)
Other expenses (81) (600)
__________ __________
Total deductions (3,323,092) (3,707,142)
__________ __________
Net increase (decrease) 5,965,119 (5,467,406)
Net assets available for
benefits:
Beginning of year 40,953,300 46,420,706
__________ __________
End of year $46,918,419 $40,953,300
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
September 30,
1993 1992
ASSETS:
Cash $ 41,415
Investments (Note C) $6,917,268 6,494,257
Contribution receivable
from Universal Foods
Corporation 507,788 480,442
Interest receivable 72,594 48,310
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $7,497,650 $7,064,424
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
SUPPLEMENTAL STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
Year ended September 30,
1993 1992
Interest income $ 457,301 $ 483,411
Contributions:
Universal Foods
Corporation 507,788 521,819
Transfers from
terminated defined
benefit pension plans 8,802
Transfers from other plans 1,363
Net interfund transfers 386,464 128,977
__________ __________
Total additions 1,351,553 1,144,372
__________ __________
Withdrawals and terminations
paid in cash (918,327) (1,504,378)
__________ __________
Net increase (decrease) 433,226 (360,006)
Net assets available for
benefits
Beginning of year 7,064,424 7,424,430
__________ __________
End of year $7,497,650 $7,064,424
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
UNIVERSAL FOODS COMMON STOCK FUND
September 30,
1993 1992
ASSETS:
Cash (overdraft) $ (41,583)
Investments (Note C) $38,683,722 35,486,546
Contribution receivable
from Universal Foods
Corporation 2,943,575 2,154,417
Dividends and interest
receivable 314 184
__________ __________
Total assets 41,627,611 37,599,564
========== ==========
LIABILITIES:
Interest payable 6,842 10,688
Notes payable (Note D) 2,200,000 3,700,000
__________ _________
Total liabilities 2,206,842 3,710,688
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $39,420,769 $33,888,876
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
SUPPLEMENTAL STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
UNIVERSAL FOODS COMMON STOCK FUND
Year ended September 30,
1993 1992
Investment Income:
Dividends on Universal
Foods Corporation common
stock $ 1,017,530 $ 953,054
Interest and other
dividends 2,341 9,608
Net appreciation
(depreciation) in fair
value of Universal Foods
Corporation common stock 2,832,821 (7,991,228)
Contributions:
Universal Foods
Corporation 4,469,424 4,238,379
Transfers from
terminated defined
benefit pension plans 10,448
Transfers from other plans 2,077
Reimbursed commission
expenses 1,006 2,003
__________ __________
Total additions 8,323,122 (2,775,659)
__________ __________
Withdrawals and terminations
paid in:
Cash (1,882,358) (1,528,322)
Stock (356,118) (390,124)
Interest expense (166,208) (283,718)
Net interfund transfers (386,464) (128,977)
Other expenses (81) (600)
__________ __________
Total deductions (2,791,229) (2,331,741)
__________ __________
Net increase (decrease) 5,531,893 (5,107,400)
Net assets available for
benefits:
Beginning of year 33,888,876 38,996,276
__________ __________
End of year $39,420,769 $33,888,876
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1993 and 1992
Note A - Accounting Principles:
The accounts of the Plan are maintained on an accrual basis. Assets
of the Plan are valued at fair or contract value.
Administrative expenses incurred by the Plan are paid by Universal
Foods Corporation ("the Company") on behalf of the Plan or from Plan
assets as determined by the Benefits Administrative Committee.
Note B - Description of the Plan:
The Universal Foods Corporation Retirement Employee Stock Ownership
Plan was adopted September 8, 1988. Substantially all domestic
employees are eligible to participate in the Plan. The Company makes
annual contributions to the Plan which range from 6% to 10% of the
participant's eligible compensation. The contributions are invested
primarily in common stock of the Company. Although participant
contributions are not permitted under the Plan, eligible participants
in the Company's terminated defined benefit plans were given the
right to transfer the value of their pension benefits to the Plan.
Amounts transferred were invested as directed by the participants in
accordance with the Plan and are fully vested. Company contributions
become vested after five years of credited service with the Company
or upon termination due to death or disability.
Plan assets may be invested in any type of investment that is legally
permitted for employee retirement plans. However, the plan assets
are invested primarily in common stock of the Company. Participants
who are 35 years or older may elect to have a portion of their
account invested in the Fixed Income Fund. Assets of the Fixed
Income Fund are invested primarily in guaranteed insurance contracts.
The Plan may be terminated by the Company at any time. In the event
of termination, participants become fully vested.
Note C - Investments:
Investments are summarized as follows:
September 30,
1993 1992
Investments as determined by
quoted market price -
Universal Foods Corporation
common stock $38,673,401 $35,432,046
Investments as determined by
contract value - Guaranteed
insurance contracts 1,500,000 1,633,333
Investments as determined by
withdrawal value from pooled
investment funds:
Money market funds 10,471 1,011,500
GIC funds 5,417,118 3,903,924
__________ __________
$45,600,990 $41,980,803
========== ==========
Investments and guaranteed insurance contracts held which exceeded 5%
of net assets available for benefits were as follows:
Fair Value
Issuer Description At September 30,
1993 1992
Universal Foods Common stock
Corporation $38,673,401 $35,432,046
Marshall & Ilsley M&I Stable
Trust Co. Principal Fund
(formerly M&I
Employee Benefit
GIC Fund) 5,417,118 3,903,924
Plan investments include Universal Foods Corporation Common Stock
aggregating $3,074,000 and $4,839,000 at September 30, 1993 and 1992,
respectively which has not been allocated to plan participants. (See
Note D)
Note D - Notes Payable
The proceeds of the notes payable were used to purchase Universal
Foods Corporation common stock. The notes aggregating $2,200,000 and
$3,700,000, as of September 30, 1993 and 1992, respectively, are held
by a third party lender and guaranteed by the Company. The notes
bear interest at 75% of the bank's prime rate (4.5% at September 30,
1993). Principal payments of $2,200,000 are due in 1995.
Note E - Income Tax Status:
Universal Foods Corporation has a determination letter from the
Internal Revenue Service stating that the Plan qualifies under
Section 401 of the Internal Revenue Code of 1986, as amended; and as
such the Plan is exempt from Federal income tax, and amounts
contributed by Universal Foods Corporation are not taxed to the
employee until a distribution from the Plan is received. In
addition, any shares of Universal Foods Corporation common stock
distributed to an employee upon termination of employment are not
taxed to the employee until the time of disposition of such shares.
<PAGE>
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Number of
Shares or Fair or
Face Contract
Amount Description Cost Value
1,141,650 Universal Foods
Corporation Common
Stock $29,846,469 $38,673,401
10,471 Marshall Money
Market Fund 10,471 10,471
5,417,118 M&I Stable Principal
Fund (formerly M&I
Employee Benefit GIC
Fund) 5,417,118 5,417,118
Guaranteed Insurance Contracts:
500,000 Confederation Life
Guaranteed Insurance
Contract, 9.03%, due
8/22/94 500,000 500,000
500,000 Commonwealth Life
Guaranteed Insurance
Contract, 8.98%, due
9/28/94 500,000 500,000
500,000 SafeCo Life
Guaranteed Insurance
Contract, 8.63%, due
10/26/93 500,000 500,000
__________ __________
Total Guaranteed
Insurance Contracts 1,500,000 1,500,000
__________ __________
$36,774,058 $45,600,990
========== ==========
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1993
Cost of
Identity of Issuer Purchase Selling Assets Net Gain
and Description Price Price Sold (Loss)
Series of
Transactions:
Universal Foods
Corporation Common
Stock
69 Purchases $3,031,420
111 Sales $2,266,767 $1,787,675 $479,092
M&I Employee Benefit
Money Market Fund
24 Purchases 1,178,004
37 Sales 2,189,504 2,189,504 -0-
Marshall Money Market
Fund
152 Purchases 5,137,689
212 Sales 5,127,218 5,127,218 -0-
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
YEARS ENDED SEPTEMBER 30, 1993 AND 1992
<PAGE>
Independent Auditors' Report
The Administrative Committee
Universal Foods Corporation
Savings Plan
Milwaukee, Wisconsin 53201
We have audited the accompanying statements of net assets available for
benefits of Universal Foods Corporation Savings Plan as of September 30,
1993 and 1992, 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 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of Universal Foods
Corporation Savings Plan as of September 30, 1993 and 1992, and the
changes in net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental statements
by fund are presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for
benefits of the individual funds, and is not a required part of the basic
financial statements. The supplemental schedules are also presented for
the purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary schedules required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental statements and supplemental schedules are the
responsibility of the Plan's management. Such supplemental statements and
supplemental schedules 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 when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche
March 4, 1994
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1993 1992
ASSETS:
Cash (overdraft) $ (17,809)
Investments (Note D) $50,076,654 44,455,945
Receivable from Universal
Foods Corporation:
Contributions 2,266,458 2,000,000
Employee deposits 41,342 168,555
__________ __________
2,307,800 2,168,555
Dividends and interest
receivable 96,542 99,328
__________ __________
Total assets 52,480,996 46,706,019
LIABILITIES - Benefits payable
(Note E) 22,064
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $52,480,996 $46,683,955
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended September 30,
1993 1992
Investment income:
Dividends on Universal
Foods Corporation Common
Stock $ 601,955 $ 509,813
Interest and other
dividends 1,191,876 1,051,380
Net appreciation
(depreciation) in fair
value of investments
(Note D) 1,707,549 (3,916,471)
Contributions:
Participants 3,975,702 3,662,854
Universal Foods
Corporation 2,266,458 2,000,000
Transfer from other plans
(Note B) 3,932,660
__________ __________
Total additions 9,743,580 7,240,236
__________ __________
Withdrawals and terminations
paid in:
Cash (3,441,934) (2,292,545)
Stock (310,406) (253,551)
Expenses (194,199) (156,252)
__________ __________
Total deductions (3,946,539) (2,702,348)
__________ __________
Net increase 5,797,041 4,537,888
Net assets available for
benefits:
Beginning of year 46,683,955 42,146,067
__________ __________
End of year $52,480,996 $46,683,955
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
September 30,
1993 1992
ASSETS:
Cash (overdraft) $ (4,430)
Investments (Note D) $11,186,927 10,693,893
Receivable from Universal
Foods Corporation -
Employee deposits 12,701 30,930
Interest receivable 73,530 85,239
__________ __________
Total assets 11,273,158 10,805,632
LIABILITIES - Benefits payable
(Note E) 2,725
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $11,273,158 $10,802,907
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
Year ended September 30,
1993 1992
Interest income $ 700,973 $ 704,756
Contributions - Participants 1,069,099 1,024,510
Transfer from other plans
(Note B) 700,881
Net interfund transfers 231,179
__________ __________
Total additions 2,001,251 2,430,147
__________ __________
Withdrawals and terminations
paid in cash (1,463,979) (683,068)
Expenses (67,021) (53,310)
Net interfund transfers (155,547)
__________ __________
Total deductions (1,531,000) (891,925)
__________ __________
Net increase 470,251 1,538,222
Net assets available for
benefits:
Beginning of year 10,802,907 9,264,685
__________ __________
End of year $11,273,158 $10,802,907
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
EQUITY FUND
September 30,
1993 1992
ASSETS:
Cash $ 51
Investments (Note D) $9,667,056 8,699,701
Receivable from Universal
Foods Corporation -
Employee deposits 6,634 39,810
Dividends and interest
receivable 22 485
__________ __________
Total assets 9,673,712 8,740,047
LIABILITIES - Benefits payable
(Note E) 3,313
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $9,673,712 $8,736,734
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
EQUITY FUND
Year ended September 30,
1993 1992
Investment Income:
Interest and other
dividends $ 159,663 $ 8,474
Net appreciation in
fair value of
investments (Note D) 301,425 593,812
Contributions -
Participants 949,022 799,468
Transfer from other plans
(Note B) 771,619
Net interfund transfers 6,794 908,789
__________ __________
Total additions 1,416,904 3,082,162
__________ __________
Withdrawals and
terminations paid in cash (426,327) (470,081)
Expenses (53,599) (38,918)
__________ __________
Total deductions (479,926) (508,999)
__________ __________
Net increase 936,978 2,573,163
Net assets available for
benefits:
Beginning of year 8,736,734 6,163,571
__________ __________
End of year $9,673,712 $8,736,734
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
GOVERNMENT SECURITIES FUND
September 30,
1993 1992
ASSETS:
Cash $ 8
Investments (Note D) $1,923,564 2,156,464
Receivable from Universal
Foods Corporation -
Employee deposits 3,200 8,345
Interest receivable 22,171 12,776
__________ __________
Total assets 1,948,935 2,177,593
LIABILITIES - Benefits payable
(Note E) 147
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $1,948,935 $2,177,446
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES
IN NET ASSETS AVAILABLE FOR BENEFITS
GOVERNMENT SECURITIES FUND
Year ended September 30,
1993 1992
Interest income $ 66,523 $ 98,465
Contributions - Participants 225,707 231,337
Transfer from other plans
(Note B) 901,185
__________ __________
Total additions 292,230 1,230,987
__________ __________
Withdrawals and terminations
paid in cash (205,538) (80,892)
Expenses (12,359) (10,687)
Net interfund transfers (302,844) (498,438)
__________ __________
Total deductions (520,741) (590,017)
__________ __________
Net (decrease) increase (228,511) 640,970
Net assets available for
benefits:
Beginning of year 2,177,446 1,536,476
__________ __________
End of year $1,948,935 $2,177,446
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
UNIVERSAL FOODS COMMON STOCK FUND
September 30,
1993 1992
ASSETS:
Cash (overdraft) $ (13,438)
Investments (Note D) $24,237,503 20,009,696
Receivable from Universal
Foods Corporation:
Contribution 2,266,458 2,000,000
Employee deposits 18,807 89,470
Dividends and interest
receivable 809 759
__________ __________
Total assets 26,523,577 22,086,487
LIABILITIES - Benefits payable
(Note E) 15,879
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $26,523,577 $22,070,608
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES
IN NET ASSETS AVAILABLE FOR BENEFITS
UNIVERSAL FOODS COMMON STOCK FUND
Year ended September 30,
1993 1992
Investment income:
Dividends on Universal
Foods Corporation Common
Stock $ 601,995 $ 509,813
Interest and other
dividends 6,310 10,823
Net appreciation
(depreciation) in fair
value of investments
(Note D) 1,406,124 (4,510,283)
Contributions:
Participants 1,731,874 1,607,539
Universal Foods
Corporation 2,266,458 2,000,000
Transfer from other plans
(Note B) 1,235,402
Net interfund transfers 16,580
__________ __________
Total additions 6,029,341 853,294
Withdrawals and terminations
paid in:
Cash (1,204,753) (906,859)
Stock (310,406) (253,551)
Expenses (61,213) (53,282)
Net interfund transfers (870,501)
__________ __________
Total deductions (1,576,372) (2,084,193)
__________ __________
Net increase (decrease) 4,452,969 (1,230,899)
Net assets available for
benefits:
Beginning of year 22,070,608 23,301,507
__________ __________
End of year $26,523,577 $22,070,608
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
LOAN FUND
September 30,
1993 1992
ASSETS:
Investments (Note D) $3,061,604 $2,896,191
Dividends and interest
receivable 10 69
__________ __________
NET ASSETS AVAILABLE FOR
BENEFITS $3,061,614 $2,896,260
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
LOAN FUND
Year ended September 30,
1993 1992
Interest income $ 258,407 $ 228,862
Net interfund transfers 48,291 615,697
Transfer from other plans
(Note B) 323,573
__________ __________
Total additions 306,698 1,168,132
__________ __________
Withdrawals and terminations
paid in cash (141,337) (151,645)
Expenses (7) (55)
__________ __________
Total deductions (141,344) (151,700)
__________ __________
Net increase 165,354 1,016,432
Net assets available for
benefits:
Beginning of year 2,896,260 1,879,828
__________ __________
End of year $3,061,614 $2,896,260
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1993 and 1992
Note A - Accounting Principles:
The accounts of the Plan are maintained on an accrual basis. Assets
of the Plan are valued at fair or contract value.
Administrative expenses incurred by the Plan are paid by Universal
Foods Corporation ("the Company") on behalf of the Plan or from plan
assets as determined by the Benefits Administrative Committee.
Note B - Description of the Plan:
Substantially all domestic employees are eligible to participate in
the Plan. Employees can contribute up to 10% of their eligible
compensation. The Company makes matching contributions up to 4% of
eligible compensation to those employees who are still employed with
the Company at September 30. All Company contributions are
automatically invested in common stock of the Company. Company
contributions vest at 20% per year of credited service with the
Company or upon termination due to death or disability.
Plan assets may be invested in any type of investment that is legally
permitted for employee retirement plans.
Participant contributions - Upon enrollment or reenrollment, each
participant shall direct that their contributions be invested in one
or more of the following investment options in units of 25%:
-- Fixed Income Fund:
Invested in group annuity contracts and a pooled fixed income
fund.
-- Equity Fund:
This fund is invested principally in an equity mutual fund.
-- Government Securities Fund:
Money within this fund is invested in securities with maturities
of one year or less issued or guaranteed by the United States
Government.
-- Universal Foods Common Stock Fund:
This fund is invested in Universal Foods Corporation common
stock.
Participants may revise their investment options on October 1,
January 1, April 1 or July 1 of any year.
Universal Foods Corporation contributions - The Company matches the
first 4% of compensation deferred into the Savings Plan. The Company
matching contributions are invested in Company stock. Amounts which
have been forfeited in accordance with provisions of the Plan serve
to reduce Company contributions.
The Plan allows participants to borrow funds from their account. All
loans require approval by the Benefits Administrative Committee.
Monthly payroll deductions are required to repay the loan in five
years, or longer if the loan is used to acquire, construct or
rehabilitate a principal residence. Loans bear interest at a rate
determined by the Administrative Committee. Loans must be repaid in
full at the time of retirement or termination.
The Plan may be terminated by the Company at any time. In the event
of termination, participants accounts become fully vested.
During fiscal 1992, two affiliated plans were merged into the Plan.
Each participant's balance in the former plans were transferred to
the Plan. The participants were allowed to direct their account
balances to one or more of the funds in the Plan.
Note C - Income Tax Status:
Universal Foods Corporation has received a ruling from the Internal
Revenue Service substantiating that the Plan qualifies under Section
401 of the Internal Revenue Code of 1954, as amended; as such the
Plan is exempt from Federal income tax, and amounts contributed by
Universal Foods Corporation are not taxed to the employee until a
distribution from the Plan is received.
Note D - Investments:
Investments of the Plan are stated at fair or contract values. These
investments are summarized as follows:
September 30,
1993 1992
Investments as determined by
quoted market price:
Common stock $23,991,836 $19,828,896
U.S. government
securities 1,923,564 2,156,464
__________ __________
25,915,400 21,985,360
Investments as determined by
withdrawal value from pooled
investment funds:
Money Market Fund 326,564 1,527,500
Pooled equity fund 9,662,350 8,575,701
Pooled fixed income fund 10,610,820 7,804,526
__________ __________
20,599,734 17,907,727
__________ __________
Investments as determined by
contract value - Guaranteed
insurance contracts 500,000 1,666,667
Promissory notes from
participants 3,061,520 2,896,191
__________ __________
$50,076,654 $44,455,945
========== ==========
During 1993 and 1992 the Plan investments including investments
bought and sold as well as held during the year, appreciated
(depreciated) in value as follows:
1993 1992
Equity Fund $ 301,425 $ 593,812
Universal Foods Common Stock
Fund 1,406,124 (4,510,283)
__________ __________
$1,707,549 $(3,916,471)
========== ==========
Investments held which exceeded 5% of net assets available for
benefits were as follows:
Fair Value
At September 30,
Issuer Description 1993 1992
Universal Foods Common Stock
Corporation $23,991,836 $19,828,896
Marshall & Ilsley Marshall Stock
Trust Company Fund 9,662,350
Marshall & Ilsley Employee Benefit
Trust Company Stock Fund 8,575,701
Marshall & Ilsley M&I Stable
Trust Company Principal Fund
(formerly M&I
Employee Benefit
GIC Fund) 10,610,820 7,804,526
Note E - Benefits Payable:
Effective October 1, 1992, the Plan changed its method of accounting
for benefits payable for financial reporting purposes to conform with
the Audit and Accounting Guide "Audits of Employee Benefit Plans"
("Guide") dated May 1, 1993. The Guide requires disclosure of
benefits payable to participants who have withdrawn from a plan and
does not allow accrual of these benefits payable as a liability in
the statement of net assets available for benefits. Prior to October
1, 1992, the Plan reported benefits payable as a liability in its
statement of net assets available for benefits. As of September 30,
1993, the Plan has benefits payable to terminated participants of
$154,829.
<PAGE>
SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
NUMBER OF
SHARES OR FAIR OR
FACE CONTRACT
AMOUNT DESCRIPTION COST VALUE
708,246 Universal Foods
Corporation Common
Stock $15,462,225 $23,991,836
200,000 U.S. Treasury Bill, due
10/21/93 193,371 193,371
200,000 U.S. Treasury Bill, due
11/18/93 194,532 194,532
200,000 U.S. Treasury Bill, due
12/16/93 193,950 193,950
200,000 U.S. Treasury Bill, due
12/02/93 197,200 197,200
200,000 U.S. Treasury Bill, due
01/13/94 196,420 196,420
200,000 U.S. Treasury Bill, due
02/10/94 196,290 196,290
200,000 U.S. Treasury Bill, due
02/24/94 196,944 196,944
200,000 U.S. Treasury Bill, due
04/07/94 196,187 196,187
200,000 U.S. Treasury Bill, due
07/28/94 194,382 194,382
164,288 ILA - Treasury
Obligation Portfolio 164,288 164,288
__________ __________
17,385,789 25,915,400
__________ __________
Pooled Investment Funds:
952,894 Marshall Stock Fund 9,533,887 9,662,350
326,564 Marshall Money Market
Fund 326,564 326,564
10,610,820 M&I Stable Principal
(formerly the M&I
Employee Benefit GIC
Fund) 10,610,820 10,610,820
__________ __________
20,471,271 20,599,734
__________ __________
500,000 Ohio National
Guaranteed Insurance
Contract, 9.10%, due
4/15/94 500,000 500,000
3,061,520 Promissory Notes from
Participants Interest
ranging from 7.5% to
12.5% -0- 3,061,520
_________ __________
$38,357,060 $50,076,654
========== ==========
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended September 30, 1993
Identity of Cost of
Issuer and Purchase Selling Assets Net Gain
Description Price Price Sold (Loss)
Single
Transactions:
M&I Employee
Benefit Stock Fund $8,780,350 $5,186,366 $3,593,984
Marshall Stock Fund $8,780,350
Series of
Transactions:
M&I Employee
Benefit Money
Market Fund
21 Purchases 2,774,586
38 Sales 4,302,086 4,302,086 -0-
M&I Employee
Benefit Stock Fund
1 Purchase 73,974
2 Sales 8,824,505 5,212,825 3,611,680
M&I Stable
Principal Fund
(formerly the M&I
Employee Benefit
GIC Fund)
38 Purchases 3,721,064
22 Sales 914,770 914,770 -0-
Universal Foods
Corp. Common Stock
29 Purchases 3,965,929
10 Sales 898,706 964,758 (66,052)
ILA - Treasury
Obligation
Portfolio
66 Purchases 2,602,659
56 Sales 4,005,571 4,005,571 -0-
Promissory Notes
From Participants
242 Purchases 1,264,275
35 Sales 1,327,788 1,327,788 -0-
Marshall Stock Fund
55 Purchases 10,393,729
47 Sales 857,974 859,842 (1,868)
Marshall Money
Market Fund
225 Purchases 10,086,506
223 Sales 9,759,942 9,759,942 -0-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
UNIVERSAL FOODS CORPORATION
(Registrant)
Dated: March 24, 1994
_______________________________________
Terrence M. O'Reilly
Vice President, Secretary and General
Counsel
<PAGE>
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1993 ANNUAL REPORT ON FORM 10-K
Incorporated
Exhibit Herein by
Number Description Reference Page
3.1 Restated Articles of *
Incorporation
3.2 Restated Bylaws *
4 Shareholders Rights (Previously filed
Plan on Form 8-A dated
September 15, 1988
as amended by
Exhibit 3 to Form
8 dated December
22, 1988 and by
Exhibits 4 and 5
to Form 8 dated
September 14,
1990)
10 Material Contracts
(a) Executive (Previously filed
Employment as Exhibit 10(a)
Contract to the 1985 Annual
Report on Form 10-
K)
(b) 1981 Incentive (Previously filed
Stock Option Plan with the Notice of
Annual Meeting &
Proxy Statement
dated December 5,
1981)
(c) 1985 Stock Plan (Previously filed
for Executive with the Notice of
Employees Annual Meeting &
Proxy Statement
dated December 12,
1985)
(d) 1990 Employee (Previously filed
Stock Plan with the Notice of
Annual Meeting &
Proxy Statement
dated December 18,
1989)
(e) Director Stock (Previously filed
Grant Plan, as as Exhibit 10(e)
amended to the 1991 Annual
Report on Form 10-
K)
(f) Management Income (Previously filed
Deferral Plan as Exhibit 10(f)
to the 1991 Annual
Report on Form 10-
K)
(g) Executive Income (Previously filed
Deferral Plan as Exhibit 10(g)
to the 1991 Annual
Report on Form 10-
K)
(h) Executive (Previously filed
Employment and as Exhibit 10(h)
Severance to the 1991 Annual
Agreement Report on Form 10-
K)
(i) Trust Agreement (Previously filed
dated January 18, as Exhibit 18 to
1988 between the Amendment No. 1 of
Company and the Company's
Marshall & Ilsley Schedule 14D-9
Trust Company filed December 9,
1988)
(j) Trust Agreement (Previously filed
dated January 18, as Exhibit 19 to
1988 between the Amendment No. 1 of
Company and the Company's
Marshall & Ilsley Schedule 14D-9
Trust Company filed December 9,
1988)
(k) Trust Agreement (Previously filed
dated September as Exhibit 20 to
18, 1988 between Amendment No. 1 of
the Company and the Company's
Marshall & Ilsley Schedule 14D-9
Trust Company filed December 9,
1988)
(l) Management (Previously filed
Incentive Plan for as Exhibit 10(i)
Major Corporate to the 1991 Annual
Executives Report on Form 10-
K)
13 Annual Report to *
Shareholders for the
year ended September
30, 1993
22 Significant *
Subsidiaries of
Universal Foods
Corporation
23.1 Consent of Deloitte & *
Touche
23.2 Consent of Deloitte &
Touche regarding the
Universal Foods
Corporation Retirement
Employee Stock
Ownership Plan
23.3 Consent of Deloitte &
Touche regarding the
Universal Foods
Corporation Savings
Plan
99 Notice of Annual
Meeting and Proxy
Statement, dated
December 17, 1993 (to
be filed with the
Securities and Exchange
Commission within 120
days of the end of the
Company's fiscal year
covered by this Form
10-K pursuant to
Instruction G(3) of
Form 10-K and
Regulation 14A under
the Securities Exchange
Act of 1934)
_______________
* Previously filed.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-27356 of Universal Foods Corporation on Form S-8 of our report dated
March 4, 1994, appearing in the Annual Report on Form 11-K of Universal
Foods Corporation Retirement Employee Stock Ownership Plan for the year
ended September 30, 1993.
Deloitte & Touche
March 15, 1994
Milwaukee, Wisconsin
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-35704 of Universal Foods Corporation on Form S-8 of our report dated
March 4, 1994, appearing in the Annual Report on Form 11-K of Universal
Foods Corporation Savings Plan for the year ended September 30, 1993.
Deloitte & Touche
March 15, 1994
Milwaukee, Wisconsin
