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, 1995
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 executive offices) (Zip Code)
Registrant's telephone number, including area code:
(414) 271-6755
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value New York Stock Exchange, Inc.
Associated Common Share 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.
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of December 1, 1995: 26,977,437 shares of
Common Stock, $.10 par value, including 863,500 treasury shares.
Aggregate market value of Universal Foods Corporation Common
Stock, excluding treasury shares, held by non-affiliates as of December 1,
1995 was $873,323,603.
Documents Incorporated By Reference
1. Portions of Universal Foods Corporation 1995 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 15, 1995 (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, 1995 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
1995 Annual Report
1. FINANCIAL STATEMENTS to Shareholders
(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,
1995.
Independent Auditors' Report 33
Consolidated Balance Sheets - September 30, 1995 24
and 1994
Consolidated Earnings - Years ended September 30, 23
1995, 1994 and 1993
Consolidated Shareholders' Equity - Years ended 25
September 30, 1995, 1994 and 1993
Consolidated Cash Flows - Years ended September 30, 26
1995, 1994 and 1993
Notes to Consolidated Financial Statements 27 - 32
(b) Universal Foods Corporation Retirement Employee Stock
Ownership Plan Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Benefits -
September 30, 1995 and 1994
Statements of Changes in Net Assets Available for
Benefits - Years ended September 30, 1995 and 1994
Supplemental Statements of Net Assets Available for
Benefits - September 30, 1995 and 1994 and Supplemental
Statements of Changes in Net Assets Available for Benefits
- Years ended September 30, 1995 and 1994 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 - Schedule of Assets Held for Investment
Purposes - September 30, 1995
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1995
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, 1995 and 1994
Statements of Changes in Net Assets Available for
Benefits - Years ended September 1995 and 1994
Supplemental Statements of Net Assets Available for
Benefits - September 30, 1995 and 1994 and Supplemental
Statements of Changes in Net Assets Available for
Benefits - Years ended September 30, 1995 and 1994
for the following funds:
Fixed Income Fund
Universal Foods Common Stock Fund
Loan Fund
Growth Company Fund
Balanced Fund
Over the Counter Fund
Supplemental Statement of Changes in the Net Assets
Available for Benefits - Year ended September 30,
1994 for the following funds:
Equity Fund
Government Securities 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 - September 30, 1995
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1995
All other schedules are omitted because they are
inapplicable
2. FINANCIAL STATEMENT SCHEDULES
Independent Auditors' Report 15
Schedule II - Valuation and Qualifying Accounts 16
and Reserves
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, 1995 AND 1994
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, 1995 and 1994, 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 the Plan as of
September 30, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the supplemental statements of net assets available
for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits 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 material respects in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 22, 1996
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1995 1994
ASSETS:
Investments (Note C):
At fair value - Universal
Foods Corporation common stock $35,040,909 $31,961,738
At contract value - Guaranteed
insurance contracts 500,000 500,000
At withdrawal value:
Money market fund 400,081 484,875
Stable principal fund 5,926,663 6,067,859
---------- ----------
Total investments 41,867,653 39,014,472
Contribution receivable from
Universal Foods Corporation 347,783 713,841
Interest receivable 31,426 35,200
---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $42,246,862 $39,763,513
========== ==========
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,
1995 1994
Investment income:
Dividends on Universal Foods
Corporation common stock $1,014,170 $1,108,522
Interest and other dividends 395,921 414,306
Net appreciation (depreciation) in fair
value of Universal Foods Corporation
common stock 5,689,053 (4,867,941)
Contributions - Universal Foods
Corporation 2,963,014 5,609,245
---------- ---------
Total additions 10,062,158 2,264,132
---------- ---------
Withdrawals and terminations paid in:
Cash (6,589,290) (9,221,187)
Stock (989,260) (90,475)
Interest expense (107,376)
Other expenses (259)
---------- ----------
Total deductions (7,578,809)
(9,419,038)
---------- ----------
Net increase (decrease) 2,483,349 (7,154,906)
Net assets available for benefits:
Beginning of year 39,763,513 46,918,419
--------- ----------
End of year $42,246,862 $39,763,513
========= ==========
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,
1995 1994
ASSETS:
Investments (Note C):
At contract value - Guaranteed
insurance contracts $ 500,000 $ 500,000
At withdrawal value:
Money market fund 4 125,806
Stable principal fund 5,926,663 6,067,859
--------- ---------
Total investments 6,426,667 6,693,665
Contribution receivable from Universal
Foods Corporation 347,783 484,496
Interest receivable 30,029 30,288
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $6,804,479 $7,208,449
========= =========
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,
1995 1994
Interest income $ 381,215 $ 405,657
Contributions - Universal Foods
Corporation 347,783 482,802
Net interfund transfer 450,919 641,732
---------- ----------
Total additions 1,179,917 1,530,191
---------- ----------
Withdrawals and terminations paid
in cash (1,583,887) (1,819,392)
---------- ----------
Net decrease (403,970) (289,201)
Net assets available for benefits:
Beginning of year 7,208,449 7,497,650
--------- ---------
End of year $6,804,479 $7,208,449
========= =========
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,
1995 1994
ASSETS:
Investments (Note C):
At fair value - Universal
Foods Corporation common stock $35,040,909 $31,961,738
At withdrawal value - Money
market fund 400,077 359,069
---------- ----------
Total investments 35,440,986 32,320,807
Contribution receivable from
Universal Foods Corporation 229,345
Interest receivable 1,397 4,912
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $35,442,383 $32,555,064
========== ==========
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,
1995 1994
Investment income:
Dividends on Universal Foods
Corporation common stock $1,014,170 $1,108,522
Interest and other dividends 14,706 8,649
Net appreciation (depreciation) in
fair value of Universal Foods
Corporation common stock 5,689,053 (4,867,941)
Contributions - Universal Foods
Corporation 2,615,231 5,126,443
---------- ----------
Total additions 9,333,160 1,375,673
---------- ----------
Withdrawals and terminations paid in:
Cash (5,005,403) (7,401,795)
Stock (989,260) (90,475)
Interest expense (107,376)
Net interfund transfers (450,919) (641,732)
Other expenses (259)
----------- ----------
Total deductions (6,445,841) (8,241,378)
----------- ----------
Net increase (decrease) 2,887,319 (6,865,705)
Net assets available for benefits:
Beginning of year 32,555,064 39,420,769
---------- ----------
End of year $35,442,383 $32,555,064
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1995 and 1994
Note A - Accounting Policies:
The accounts of the Plan are maintained on an accrual basis. Assets of
the Plan are valued at fair value (quoted market price), withdrawal
value, 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 fixed income mutual funds.
The Plan may be terminated by the Company at any time. In the event of
termination, participants become fully vested.
Note C - Investments
Investments held which exceeded 5% of net assets available for benefits
were as follows:
Fair Value
At September 30,
Issuer Description 1995 1994
Universal Foods
Corporation Common Stock $35,040,909 $31,961,738
Marshall & Ilsley
Trust Company M&I Stable Principal
Fund 5,926,663 6,067,858
Note D - Income Tax Status:
The Plan obtained its latest determination letter on April 6, 1990, in
which the Internal Revenue Service stated that the Plan, as then
designed, qualifies under Section 401 of the Internal Revenue Code, as
amended. The Plan administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code, 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.
Note E - Benefits Payable:
As of September 30, 1995 and 1994, the Plan had benefits payable to
terminated participants of $636,321 and $1,052,290, respectively.
<PAGE>
SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
NUMBER OF FAIR OR
SHARES OR CONTRACT
FACE AMOUNT DESCRIPTION COST VALUE
1,004,757 Universal Foods
Corporation
Common Stock $27,035,724 $35,040,909
Pooled Investment Funds:
400,081 Marshal Money Market
Fund 400,081 400,081
5,926,663 M&I Stable Principal
Fund 5,926,663 5,926,663
Guaranteed Insurance Contract:
500,000 Confederation Life
Guaranteed Insurance
Contract, 9.03%, due
8/22/94 * 500,000 500,000
----------- ----------
$33,862,468 $41,867,653
========== ==========
* Confederation Life Insurance Company was placed in rehabilitation by the
Department of Insurance. Universal Foods Corporation has filed an
application to the Department of Labor to purchase the asset from the
Plan at contract value.
<PAGE>
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended September 30, 1995
<TABLE>
<CAPTION>
Identity of Issuer Purchase Selling Cost of
and Description Price Price Assets Sold Net Gain
<S> <C> <C> <C> <C>
Single Transaction:
Universal Foods Corporation
Common Stock $ 2,844,576
Series of Transactions:
Universal Foods Corporation
Common Stock:
67 Purchases 3,765,533
114 Sales $ 5,386,154 $ 4,597,904 $788,250
Marshall Money Market
Fund:
200 Purchases 11,567,464
196 Sales 11,652,258 11,652,258 -0-
M&I Stable Principal
Fund:
24 Purchases 1,267,014
32 Sales 1,408,209 1,408,209 -0-
</TABLE>
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
YEARS ENDED SEPTEMBER 30, 1995 AND 1994
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,
1995 and 1994, 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 the Plan as of
September 30, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the supplemental statements of net assets available
for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits 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 material respects in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 22, 1996
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1995 1994
ASSETS:
Investments (Note D):
At fair value:
Universal Foods Corporation
common stock $24,101,533 $21,133,591
Pooled investment funds at
withdrawal value:
Money market fund 390,285 353,829
Fixed income fund 10,800,144 10,968,094
Equity funds 21,251,297 17,166,978
Loans to participants 3,296,797 3,169,757
---------- ----------
Total investments 59,840,056 52,792,249
Receivable from Universal
Foods Corporation:
Contributions 238,324 776,171
Employee deposits 22,559 141,541
---------- ----------
260,883 917,712
Dividends and interest receivable 55,980 56,453
---------- ----------
Total assets 60,156,919 53,766,414
LIABILITIES - Accrued expenses 20,197 19,488
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $60,136,722 $53,746,926
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended September 30,
1995 1994
Investment income:
Dividends on Universal Foods
Corporation common stock $ 700,075 $ 650,944
Interest and other dividends 1,175,005 1,079,333
Net appreciation (depreciation) in fair
value of investments (Note D) 8,529,497 (3,116,104)
Contributions:
Participants 3,976,956 4,482,698
Universal Foods Corporation 1,586,953 2,427,296
------------ ------------
Total additions 15,968,486 5,524,167
------------ ------------
Withdrawals and terminations paid in:
Cash (8,337,638) (3,806,958)
Stock (1,045,377) (233,424)
Expenses (195,675) (217,855)
------------ ------------
Total deductions (9,578,690) (4,258,237)
------------ ------------
Net increase 6,389,796 1,265,930
Net assets available for benefits:
Beginning of year 53,746,926 52,480,996
------------ ------------
End of year $60,136,722 $53,746,926
=========== ===========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
September 30,
1995 1994
ASSETS:
Investments at withdrawal
value (Note D):
Fixed income fund $10,800,144 $10,968,094
Money market fund 34,321
----------- -----------
Total investments 10,834,465 10,968,094
Receivable from Universal
Foods Corporation -
Employee deposits 6,754 31,703
Interest receivable 54,683 54,297
----------- -----------
Total assets 10,895,902 11,054,094
LIABILITIES - Accrued expenses 10,980 11,232
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $10,884,922 $11,042,862
=========== ===========
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,
1995 1994
Interest income $ 687,938 $ 673,674
Contributions - Participants 944,367 1,103,293
Net interfund transfers 269,564
--------- ---------
Total additions 1,901,869 1,776,967
--------- ---------
Withdrawals and terminations paid
in cash (1,987,503) (1,404,788)
Expenses (72,306) (82,800)
Net interfund transfers (519,675)
--------- ---------
Total deductions (2,059,809) (2,007,263)
--------- ---------
Net decrease (157,940) (230,296)
Net assets available for benefits:
Beginning of year 11,042,862 11,273,158
---------- ----------
End of year $10,884,922 $11,042,862
========== ==========
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,
1995 1994
ASSETS:
Investments (Note D):
At fair value - Universal
Foods Corporation common stock $24,101,533 $21,133,591
At withdrawal value - Money
market fund 251,125 294,493
---------- ----------
Total investments 24,352,658 21,428,084
Receivable from Universal Foods
Corporation:
Contributions 238,324 776,171
Employee deposits 6,040 36,217
Dividends and interest receivable 1,004 1,960
----------- -----------
Total assets 24,598,026 22,242,432
LIABILITIES - Accrued expenses 4,910 4,576
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $24,593,116 $22,237,856
========== ==========
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,
1995 1994
Investment income:
Dividends on Universal Foods
Corporation common stock $ 700,075 $ 650,944
Interest and other dividends 19,993 9,772
Net appreciation (depreciation) in fair
value of investments (Note D) 3,711,440 (3,172,095)
Contributions:
Participants 842,347 1,441,724
Universal Foods Corporation 1,586,953 2,427,296
Net interfund transfers 36,730
--------- ---------
Total additions 6,897,538 1,357,641
--------- ---------
Withdrawals and terminations paid in:
Cash (3,428,216) (1,349,882)
Stock (1,045,377) (233,424)
Expenses (68,685) (70,589)
Net interfund transfers (3,989,467)
---------- ---------
Total deductions (4,542,278) (5,643,362)
---------- ---------
Net increase (decrease) 2,355,260 (4,285,721)
Net assets available for benefits:
Beginning of year 22,237,856 26,523,577
---------- ----------
End of year $24,593,116 $22,237,856
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
LOAN FUND
September 30,
1995 1994
ASSETS:
Investments (Note D):
At withdrawal value - Money
market fund $ 129 $ 256
Loans to participants 3,296,797 3,169,757
--------- ---------
Total investments 3,296,926 3,170,013
Dividends and interest receivable 62 33
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $3,296,988 $3,170,046
========= =========
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,
1995 1994
Interest income $ 186,045 $ 263,384
Net interfund transfers 40,487
-------- ---------
Total additions 186,045 303,871
-------- ---------
Withdrawals and terminations
paid in cash (7,770) (195,434)
Expenses (43) (5)
Net interfund transfers (51,290)
--------- ---------
Total deductions (59,103) (195,439)
--------- ---------
Net increase 126,942 108,432
Net assets available for benefits:
Beginning of year 3,170,046 3,061,614
--------- ---------
End of year $3,296,988 $3,170,046
========= =========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
GROWTH COMPANY FUND
September 30,
1995 1994
ASSETS:
Investments at withdrawal value
(Note D)
Equity fund $13,981,536 $11,142,818
Money market fund 65,475 28,026
---------- ----------
Total investments 14,047,011 11,170,844
Receivable from Universal
Foods Corporation -
Employee deposits 5,739 43,461
Dividends and interest receivable 151 93
---------- ----------
Total assets 14,052,901 11,214,398
LIABILITIES - Accrued expenses 2,833 2,387
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $14,050,068 $11,212,011
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
GROWTH COMPANY FUND
Year ended September 30,
1995 1994
Investment income:
Interest and other dividends $ 99,803 $ 486
Net appreciation (depreciation)
in fair value of investments
(Note D) 3,915,355 (149,852)
Contributions - Participants 1,236,430 1,114,687
Net interfund transfers 10,986,930
---------- ----------
Total additions 5,251,588 11,952,251
---------- ----------
Withdrawals and terminations
paid in cash (2,091,231) (701,509)
Expenses (35,813) (38,731)
Net interfund transfers (286,487)
----------- ----------
Total deductions (2,413,531) (740,240)
----------- ----------
Net increase 2,838,057 11,212,011
Net assets available for benefits:
Beginning of year 11,212,011 0
---------- ----------
End of year $14,050,068 $11,212,011
========== ==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
BALANCED FUND
September 30,
1995 1994
ASSETS:
Investments at withdrawal value
(Note D):
Equity fund $4,319,001 $4,149,240
Money market fund 23,931 25,348
--------- ---------
Total investments 4,342,932 4,174,588
Receivable from Universal
Foods Corporation -
Employee deposits 2,577 19,277
Dividends and interest receivable 61 50
-------- --------
Total assets 4,345,570 4,193,915
LIABILITIES - Accrued expenses 876 891
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $4,344,694 $4,193,024
========= =========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
BALANCED FUND
Year ended September 30,
1995 1994
Investment income:
Interest and other dividends $ 164,367 $ 56,653
Net appreciation (depreciation) in fair
value of investments (Note D) 162,816 (17,850)
Contributions - Participants 591,630 313,480
Net interfund transfers 3,916,185
---------- ---------
Total additions 918,813 4,268,468
---------- ---------
Withdrawals and terminations
paid in cash (590,566) (68,457)
Expenses (12,537) (6,987)
Net interfund transfers (164,040)
--------- ----------
Total deductions (767,143) (75,444)
--------- ----------
Net increase 151,670 4,193,024
Net assets available for benefits:
Beginning of year 4,193,024 0
--------- ----------
End of year $ 4,344,694 $ 4,193,024
========= =========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OVER THE COUNTER FUND
September 30,
1995 1994
ASSETS:
Investments at withdrawal
value (Note D):
Equity fund $2,950,760 $1,874,920
Money market fund 15,304 5,706
--------- ---------
Total investments 2,966,064 1,880,626
Receivable from Universal
Foods Corporation -
Employee deposits 1,449 10,883
Dividends and interest receivable 19 20
--------- --------
Total assets 2,967,532 1,891,529
LIABILITIES - Accrued expenses 598 402
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $2,966,934 $1,891,127
========= =========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
OVER THE COUNTER FUND
Year ended September 30,
1995 1994
Investment income:
Interest and other dividends $ 16,859 $ 107
Net appreciation in fair value of
investments (Note D) 739,886 30,475
Contributions - Participants 362,182 154,169
Net interfund transfers 195,523 1,734,052
--------- ---------
Total additions 1,314,450 1,918,803
--------- ---------
Withdrawals and terminations
paid in cash (232,352) (24,232)
Expenses (6,291) (3,444)
--------- ---------
Total deductions (238,643) (27,676)
--------- ---------
Net increase 1,075,807 1,891,127
Net assets available for benefits:
Beginning of year 1,891,127 0
--------- ----------
End of year $2,966,934 $1,891,127
========= =========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY FUND
Year ended
September 30,
1994
Investment income:
Interest and other dividends $ 46,277
Net appreciation in fair value
of investments (Note D) 193,218
Contributions - Participants 244,799
---------
Total additions 484,294
---------
Withdrawals and terminations paid
in cash (7,945)
Expenses (9,656)
Net interfund transfers (10,140,405)
-----------
Total deductions (10,158,006)
-----------
Net decrease (9,673,712)
Net assets available for benefits:
Beginning of year 9,673,712
-----------
End of year $ 0
==========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
GOVERNMENT SECURITIES FUND
Year ended
September 30,
1994
Interest income $ 28,980
Contributions - Participants 110,546
---------
Total additions 139,526
---------
Withdrawals and terminations
paid in cash (54,711)
Expenses (5,643)
Net interfund transfers (2,028,107)
---------
Total deductions (2,088,461)
---------
Net decrease (1,948,935)
Net assets available for benefits:
Beginning of year 1,948,935
---------
End of year $ 0
=========
See notes to financial statements.
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1995 and 1994
Note A - Accounting Policies:
The accounts of the Plan are maintained on an accrual basis. Assets of
the Plan are valued at fair value (quoted market price) or withdrawal
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 who are not in a collective
bargaining unit 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 increments of 1% (25% prior
to April 1, 1994):
- Fixed Income Fund:
Invested in group annuity contracts and a pooled fixed income fund.
- Balanced Fund:
- Invested in a mutual fund that invests primarily in common stocks,
preferred stocks and bonds.
- Growth Company Fund:
Invested in a mutual fund that invests primarily in corporate stock
and convertible securities.
- Over The Counter Fund:
Invested in a mutual fund that invests primarily in smaller or newer
companies than those listed on major exchanges.
- Universal Foods Common Stock Fund:
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. Prior to April 1, 1994 participants
had the option of directing their contributions into an Equity Fund and
a Government Securities Fund which were discontinued and replaced with
the Balanced Fund, Growth Company Fund and Over The Counter Fund
investment options. Participants were required to transfer any balances
maintained in either of the discontinued funds to one or a combination
of the investment options listed above.
Universal Foods Corporation contributions - The Company matches the
first 4% of compensation deferred into the Savings Plan. The Company's
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 over 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, participant accounts become fully vested.
Note C - Income Tax Status:
The Plan obtained its latest determination letter on July 30, 1990, in
which the Internal Revenue Service stated that the Plan, as then
designed, qualifies under Section 401 of the Internal Revenue Code, as
amended. The Plan administrator and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code, 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.
Note D - Investments:
During 1995 and 1994 Plan investments, including investments bought and
sold as well as held during the year, appreciated (depreciated) in value
as follows:
1995 1994
Universal Foods Common Stock Fund $3,711,440 ($3,172,095)
Growth Company Fund 3,915,355 (149,852)
Balanced Fund 162,816 (17,850)
Over the Counter Fund 739,886 30,475
Equity Fund 193,218
--------- ---------
$8,529,497 ($3,116,104)
========= =========
Investments held which exceeded 5% of net assets available for benefits
were as follows:
Fair Value
At September 30,
Issuer Description 1995 1994
Universal Foods
Corporation Common Stock $24,101,533 $21,133,591
Marshall & Ilsley
Trust Company M&I Stable Principal
Fund 10,800,144 10,968,094
Fidelity Institutional
Retirement Services
Company Fidelity Growth
Company Fund 13,981,536 11,142,818
Fidelity Institutional
Retirement Services
Company Fidelity Balanced
Fund 4,319,001 4,149,240
Promissory Notes
from Participants 3,296,797 3,169,757
Note E - Benefits Payable:
As of September 30, 1995 and 1994, the Plan had benefits payable to
terminated participants of $1,269,509 and $2,375,470 respectively.
<PAGE>
SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
NUMBER OF
SHARES OR FAIR
FACE AMOUNT DESCRIPTION COST VALUE
691,083 Universal Foods Corporation
Common Stock $15,946,029 $24,101,533
Pooled Investment Funds:
390,285 Marshall Money Market Fund 390,285 390,285
10,800,144 M&I Stable Principal Fund 10,800,144 10,800,144
369,198 Fidelity Growth Company Fund 10,687,014 13,981,536
327,197 Fidelity Balanced Fund 4,170,289 4,319,001
94,123 Fidelity OTC Portfolio 2,260,327 2,950,760
---------- ----------
28,308,059 32,441,726
3,296,797 Promissory Notes from
Participants Interest
ranging from 7.5% to 12.0% 0 3,296,797
---------- ----------
$44,254,088 $59,840,056
========== ==========
<PAGE>
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended September 30, 1995
Identity of Issuer Purchase Selling Cost of Net Gain
and Description Price Price Assets Sold (Loss)
Series of Transactions:
Universal Foods Corporation
Common Stock:
16 Purchases $3,287,038
18 Sales $2,985,159 $2,522,431 $462,728
Marshall Money Market
Fund:
540 Purchases 14,601,056
520 Sales 14,564,600 14,564,600 -0-
M&I Stable Principal
Fund:
91 Purchases 2,384,244
77 Sales 2,552,194 2,552,194 -0-
Fidelity Growth Company
Fund:
56 Purchases 1,865,534
42 Sales 2,637,644 2,494,230 143,414
<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 thereunto duly authorized.
UNIVERSAL FOODS CORPORATION
Date: March 28, 1996 By: /s/ Terrence M. O'Reilly
Terrence M. O'Reilly
Vice President, Secretary and
General Counsel
<PAGE>
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1995 ANNUAL REPORT ON FORM 10-K
Incorporated
Exhibit Herein by Filed
Number Description Reference Herewith
3.1 Restated Articles of (Previously filed at Exhibit
Incorporation 3.1 to the 1993 Annual
Report on Form 10-K)
3.2 Restated Bylaws (Previously filed at Exhibit
3.2 to the 1993 Annual
Report on Form 10-K)
4 Shareholders Rights (Previously filed on Form
Plan 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 Employment (Previously filed at Exhibit
Contract 10(a) to the 1985 Annual
Report on Form 10-K)
(b) 1981 Incentive Stock (Previously filed with the
Option Plan Notice of Annual Meeting
& Proxy Statement dated
December 5, 1981)
(c) 1985 Stock Plan for (Previously filed with the
Executive Employees Notice of Annual Meeting
& Proxy Statement dated
December 12, 1985)
(d) 1990 Employee Stock (Previously filed with the
Plan Notice of Annual Meeting
& Proxy Statement dated
December 18, 1989)
(e) Director Stock Grant (Previously filed as Exhibit
Plan, as amended 10(e) to the 1991 Annual
Report on Form 10-K)
*(f) Management Income (Previously filed as Exhibit
Deferral Plan 10(f) to the 1991 Annual
Report on Form 10-K)
*(g) Executive Income (Previously filed as Exhibit
Deferral Plan 10(g) to the 1991 Annual
Report on Form 10-K)
*(h) Executive Employment (Previously filed as Exhibit
and Severance 10(h) to the 1991 Annual
Agreement Report on Form 10-K)
(i) Trust Agreement (Previously filed as Exhibit
dated January 18, 1988 18 to Amendment No. 1 of
between the Company the Company's Schedule
and Marshall & Ilsley 14D-9 filed December 9,
Trust Company 1988)
(j) Trust Agreement (Previously filed as Exhibit
dated January 18, 1988 19 to Amendment No. 1 of
between the Company the Company's Schedule
and Marshall & Ilsley 14D-9 filed December 9,
Trust Company 1988)
(k) Trust Agreement (Previously filed as Exhibit
dated September 18, 20 to Amendment No. 1 of
1988 between the the Company's Schedule
Company and 14D-9 filed December 9,
Marshall & Ilsley 1988)
Trust Company
*(l) Management Incentive (Previously filed as Exhibit
Plan for Major 10(i) to the 1991 Annual
Corporate Executives Report on Form 10-K)
*(m) 1994 Employees Stock (Previously filed on Form
Option Plan S-8 dated September 12,
1994)
13 Portions of Annual Report
to Shareholders for the year
ended September 30, 1995
that are incorporated by
reference
21 Significant Subsidiaries of
Universal Foods
Corporation
23.1 Consent of Deloitte &
Touche LLP
23.2 Consent of Deloitte &
Touche LLP regarding the
Universal Foods
Corporation Retirement X
Employee Stock Ownership
Plan
23.3 Consent of Deloitte &
Touche LLP regarding the X
Universal Foods
Corporation Savings Plan
27 Financial Data Schedule
99 Notice of Annual (Previously filed on
Meeting and Proxy December 14, 1995 as the
Statement, dated Company's Schedule 14A)
December 15, 1995
* Indicates management contracts or compensatory plans.
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 22, 1996, appearing in the Annual Report on Amendment No. 1 to Form
10-K/A of Universal Foods Corporation Retirement Employee Stock Ownership
Plan for the year ended September 30, 1995.
DELOITTE & TOUCHE LLP
March 28, 1996
Milwaukee, Wisconsin
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 22, 1996, appearing in the Annual Report on Amendment No. 1 to Form
10-K/A of Universal Foods Corporation Savings Plan for the year ended
September 30, 1995.
DELOITTE & TOUCHE LLP
March 28, 1996
Milwaukee, Wisconsin
