<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
-----------------------------
( ) 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 no. 1-4651
-------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Echlin Incentive and Savings Investment Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Echlin Inc.
100 Double Beach Road
Branford, Connecticut 06405
1
<PAGE>
Echlin Incentive and Savings Investment Plan
Index
December 31, 1993
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
I REQUIRED INFORMATION:
Report of Independent Accountants 4
Statements of Financial Condition 5-6
Statements of Income and Changes in Participants' Equity 7-9
Notes to Financial Statements 10-13
Schedule A - Schedule of Reportable Transactions 14
II SIGNATURE 15
III EXHIBIT A - Consent of Independent Accountants 16
</TABLE>
2
<PAGE>
Echlin Incentive and Savings Investment Plan
Financial Statements
December 31, 1993
- -------------------------------------------------------------------
3
<PAGE>
PRICE WATERHOUSE [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of the
Echlin Incentive and Savings Investment Plan
In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
participants' equity present fairly, in all material respects,
the net assets of Echlin Incentive and Savings Investment Plan at
December 31, 1993 and 1992, and the changes in net assets for the
three years ended December 31, 1993, in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of the plan's administrator; 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 the plan's
administrator, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedule A 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. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse
- ------------------------
Price Waterhouse
Stamford, Connecticut
March 22, 1994
4
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
<TABLE>
<CAPTION>
Growth- Maximum Money Fixed Echlin
Oriented Growth Market Income Stock Employee
Stock Fund Stock Fund Fund Fund Fund Loans Total
---------- ----------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $5,963,246 $12,839,874 $2,674,299 $ - $ - $ - $21,477,419
Fixed income fund - - - 32,042,625 - - 32,042,625
Echlin Inc. common
stock - - - - 23,454,369 - 23,454,369
---------- ----------- ---------- ----------- ----------- ---------- -----------
Total investments 5,963,246 12,839,874 2,674,299 32,042,625 23,454,369 - 76,974,413
---------- ----------- ---------- ----------- ----------- ---------- -----------
Receivables:
Employee contributions 106,725 191,921 27,464 328,735 114,202 - 769,047
Employer incentive
match contribution - - - - 226,669 - 226,669
Employee loans - - - - - 3,355,683 3,355,683
Echlin Inc.-employee
loan repayments - - - - - 155,303 155,303
---------- ----------- ---------- ----------- ---------- ---------- ----------
Total receivables 106,725 191,921 27,464 328,735 340,871 3,510,986 4,506,702
---------- ----------- ---------- ----------- ---------- ---------- ----------
Total assets 6,069,971 13,031,795 2,701,763 32,371,360 23,795,240 3,510,986 81,481,115
---------- ----------- ---------- ----------- ---------- ---------- ----------
LIABILITIES
Employee withdrawals
payable 128,526 102,101 24,760 713,523 428,200 - 1,397,110
---------- ----------- ---------- ----------- ---------- ---------- ----------
Total liabilities 128,526 102,101 24,760 713,523 428,200 - 1,397,110
---------- ----------- ---------- ----------- ---------- ---------- ----------
Net assets representing
participants' equity $5,941,445 $12,929,694 $2,677,003 $31,657,837 $23,367,040 $3,510,986 $80,084,005
========== =========== ========== =========== =========== ========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1992
<TABLE>
<CAPTION>
Growth- Maximum Money Fixed Echlin
Oriented Growth Market Income Stock Employee
Stock Fund Stock Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $3,554,284 $8,284,068 $2,326,197 $ - $ - $ - $14,164,549
Fixed income fund - - - 26,096,413 - - 26,096,413
Echlin Inc. common
stock - - - - 15,085,747 - 15,085,747
---------- ---------- ---------- ----------- ----------- ---------- -----------
Total investments 3,554,284 8,284,068 2,326,197 26,096,413 15,085,747 - 55,346,709
---------- ---------- ---------- ----------- ----------- ---------- -----------
Receivables:
Employee contributions 77,030 138,835 46,681 398,837 80,586 - 741,969
Employer incentive
match contribution - - - - 103,350 - 103,350
Employee loans - - - - - 2,805,910 2,805,910
Echlin Inc.-employee
loan repayments - - - - - 152,054 152,054
Sprague Devices, Inc.
Thrift Savings Plan 564,059 1,234,719 61,569 1,103,100 129,124 - 3,092,571
---------- ---------- ---------- ----------- ----------- ---------- -----------
Total receivables 641,089 1,373,554 108,250 1,501,937 313,060 2,957,964 6,895,854
---------- ---------- ---------- ----------- ----------- ---------- -----------
Total assets 4,195,373 9,657,622 2,434,447 27,598,350 15,398,807 2,957,964 62,242,563
---------- ---------- ---------- ----------- ----------- ----------- -----------
LIABILITIES
Employee withdrawals
payable 19,998 32,099 21,095 78,912 35,194 - 187,298
---------- ---------- ---------- ----------- ----------- ---------- -----------
Total liabilities 19,998 32,099 21,095 78,912 35,194 - 187,298
---------- ---------- ---------- ----------- ----------- ---------- -----------
Net assets representing
participants' equity $4,175,375 $9,625,523 $2,413,352 $27,519,438 $15,363,613 $2,957,964 $62,055,265
========== ========== ========== =========== =========== ========== ===========
</TABLE>
See notes to financial statements.
6
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Growth- Maximum Money Fixed Echlin
Oriented Growth Market Income Stock Employee
Stock Fund Stock Fund Fund Fund Fund Loans Total
---------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized
(depreciation)
appreciation in fair
value of investments $ (17,989) $1,326,245 $ - $ - $6,630,815 $ - $7,939,071
Net realized gains on
sales of investments 8,836 152,437 - - 274,843 - 436,116
Interest and dividends 838,986 458,042 61,168 2,329,841 472,811 - 4,160,848
--------- ----------- ---------- ----------- ----------- ---------- -----------
Total investment
income 829,833 1,936,724 61,168 2,329,841 7,378,469 - 12,536,035
Employee contributions 1,037,399 1,792,068 398,007 4,165,556 952,327 - 8,345,357
Employer incentive
match contribution - - - - 776,669 - 776,669
Interest on employee
loans - - - - - 298,930 298,930
---------- ----------- ---------- ----------- ----------- ---------- -----------
Total additions 1,867,232 3,728,792 459,175 6,495,397 9,107,465 298,930 21,956,991
---------- ----------- ---------- ----------- ----------- ---------- -----------
Employee withdrawals (274,316) (348,475) (71,818) (2,242,782) (990,860) - (3,928,251)
---------- ----------- ---------- ----------- ----------- ---------- -----------
Net transfers between
funds 173,154 (76,146) (123,706) (114,216) (113,178) 254,092 -
---------- ----------- ---------- ----------- ----------- ---------- -----------
Net increase in assets 1,766,070 3,304,171 263,651 4,138,399 8,003,427 553,022 18,028,740
Net assets at beginning
of year 4,175,375 9,625,523 2,413,352 27,519,438 15,363,613 2,957,964 62,055,265
---------- ----------- ---------- ----------- ----------- ---------- -----------
Net assets at end of
year $5,941,445 $12,929,694 $2,677,003 $31,657,837 $23,367,040 $3,510,986 $80,084,005
========== =========== ========== =========== =========== ========== ===========
</TABLE>
See notes to financial statements.
7
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
Growth- Maximum Money Fixed Echlin
Oriented Growth Market Income Stock Employee
Stock Fund Stock Fund Fund Fund Fund Loans Total
---------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized
(depreciation)
appreciation in fair
value of investments $(224,369) $ 209,668 $ - $ - $ 6,078,497 $ - $ 6,063,796
Net realized gains on
sales of investments 11,360 135,427 - - 54,512 - 201,299
Interest and dividends 472,629 390,328 70,888 1,994,642 434,939 - 3,363,426
--------- ---------- ---------- ----------- ----------- ---------- -----------
Total investment
income 259,620 735,423 70,888 1,994,642 6,567,948 - 9,628,521
Employee contributions 610,581 1,126,489 416,834 3,928,653 703,510 - 6,786,067
Employer incentive
match contribution - - - - 503,350 - 503,350
Interest on employee
loans - - - - - 277,983 277,983
Transfer of assets from
the Sprague Devices,
Inc. Thrift Savings
Plan 564,059 1,234,719 61,569 1,103,100 129,124 - 3,092,571
---------- ---------- ---------- ----------- ----------- ---------- -----------
Total additions 1,434,260 3,096,631 549,291 7,026,395 7,903,932 277,983 20,288,492
---------- ---------- ---------- ----------- ----------- ---------- -----------
Employee withdrawals (122,323) (353,182) (180,565) (1,542,527) (1,341,594) - (3,540,191)
---------- ---------- ---------- ----------- ----------- ---------- -----------
Net transfers between
funds (37,892) 196,553 (55,175) 151,770 (507,110) 251,854 -
---------- ---------- ---------- ----------- ----------- ---------- -----------
Net increase in assets 1,274,045 2,940,002 313,551 5,635,638 6,055,228 529,837 16,748,301
Net assets at beginning
of year 2,901,330 6,685,521 2,099,801 21,883,800 9,308,385 2,428,127 45,306,964
---------- ---------- ---------- ----------- ----------- ---------- -----------
Net assets at end of
year $4,175,375 $9,625,523 $2,413,352 $27,519,438 $15,363,613 $2,957,964 $62,055,265
========== ========== ========== =========== =========== ========== ===========
</TABLE>
See notes to financial statements.
8
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1991
<TABLE>
<CAPTION>
Growth- Maximum Money Fixed Echlin
Oriented Growth Market Income Stock Employee
Stock Fund Stock Fund Fund Fund Fund Loans Total
---------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized
appreciation in fair
value of investments $ 311,782 $1,731,638 $ - $ - $2,005,466 $ - $ 4,048,886
Net realized gains
(losses) on sales of
investments 14,831 129,999 - - (279,405) - (134,575)
Interest and dividends 284,552 323,608 111,373 1,739,329 414,432 - 2,873,294
---------- ---------- ---------- ----------- ---------- ---------- -----------
Total investment
income 611,165 2,185,245 111,373 1,739,329 2,140,493 - 6,787,605
Employee contributions 469,823 828,449 387,533 3,771,813 709,931 - 6,167,549
Employer incentive
match contribution - - - - 363,543 - 363,543
Interest on employee
loans - - - - - 240,095 240,095
---------- ---------- ---------- ----------- ---------- ---------- -----------
Total additions 1,080,988 3,013,694 498,906 5,511,142 3,213,967 240,095 13,558,792
---------- ---------- ---------- ----------- ---------- ---------- -----------
Employee withdrawals (285,883) (556,486) (303,515) (2,536,876) (669,936) - (4,352,696)
---------- ---------- ---------- ----------- ---------- ---------- -----------
Net transfers between
funds (73,484) (110,267) (42,850) 159,041 (45,922) 113,482 -
---------- ---------- ---------- ----------- ---------- ---------- -----------
Net increase in assets 721,621 2,346,941 152,541 3,133,307 2,498,109 353,577 9,206,096
Net assets at beginning
of year 2,179,709 4,338,580 1,947,260 18,750,493 6,810,276 2,074,550 36,100,868
---------- ---------- ---------- ----------- ---------- ---------- -----------
Net assets at end of
year $2,901,330 $6,685,521 $2,099,801 $21,883,800 $9,308,385 $2,428,127 $45,306,964
========== ========== ========== =========== ========== ========== ===========
</TABLE>
See notes to financial statements.
9
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Echlin Incentive and Savings
Investment Plan ("Plan") have been prepared on the accrual basis
of accounting.
Investments are stated at their fair value. The fair value of
the Putnam Investors and the Putnam Voyager mutual funds were
based on each fund's net asset value on the last business day of
the plan year. The fair value of the Putnam Daily Dividend Fund
represents investments made plus interest earned. The fair value
of the Fixed Income Fund represents investments made plus
interest earned at the stated contract rate. The Echlin Stock
Fund is valued at the closing price for Echlin Inc. ("Company")
common stock on the last business day of the plan year. Realized
gains on sales of investments are determined using the average
cost method.
NOTE B -- DESCRIPTION OF THE PLAN
The Plan was established on March 1, 1984 to enable employees to
defer a portion of their compensation on a pre-tax basis, thereby
deferring federal income tax in the year in which the deferrals
are made and providing savings to supplement retirement income to
the employee. Putnam Fiduciary Trust Company serves as "Trustee"
for the Plan and as custodian of the investments.
Each employee who is in a covered class of employees within a
participating division, has attained age 21 and has one year of
service is eligible to participate in the Plan. An employee may
elect to have 1 to 15 percent of his compensation, as defined in
the Plan agreement, up to the 1993 maximum elective deferral
amount of $8,994 as determined under Section 402(g) of the
Internal Revenue Code ("Code"), contributed to his account.
If at the end of its fiscal year the Company has consolidated net
income for the current year or accumulated consolidated net
income from prior years, the Company will match all or a portion
of each eligible participant's contributions for the plan year
that are based on the first 6 percent of the participant's
compensation ("basic contribution"). The Company's minimum
matching contribution will be based on its return on assets, as
defined in the Plan, and will range from 1 percent of an
employee's basic contribution (if the return on assets is 6.1
percent) to 100 percent of the basic contribution (if the return
on assets is 16 percent or more). Matching contributions made by
the Company will be invested solely in common stock of the
Company.
Participants' accounts are fully vested at all times to the
extent of employee contributions. Upon retirement, disability,
as defined in the Plan, or death, the participant will be fully
vested in the value of the Company's incentive matching
contributions credited to his account regardless of his years of
10
<PAGE>
Echlin Incentive and Savings Investment Plan
Notes to Financial Statements (Continued)
NOTE B -- DESCRIPTION OF THE PLAN (Continued)
continuous service. A participant with less than 5 years of
continuous service will be vested in the Company's incentive
matching contributions credited to his account on the last day of
the third plan year following the plan year for which the match was
made. Once a participant has 5 or more years of continuous service
with the Company, the entire balance of matching contributions
credited to the participant's account and each such contribution
made to his account thereafter is immediately 100 percent vested.
Participants may borrow from their account balance in the Plan with
the loan being repaid through payroll deductions. The interest
rate, which is fixed for the term of the loan, is based upon the
average interest rate for secured personal loans for the following
three banks: First National Bank of Chicago, Shawmut Bank, and
Trust Company of Georgia, rounded to the nearest half percent. In
addition, a participant may withdraw vested funds from his or her
account if it is demonstrated that a hardship, as defined under the
Code, exists.
The Plan provides for the establishment of a trust which consists
of five investment funds. The five funds are: The Echlin Stock
Fund, a Fixed Income Fund, a Maximum Growth Stock Fund (which is
currently invested in the Putnam Voyager Mutual Fund), a
Growth-Oriented Stock Fund (which is currently invested in the
Putnam Investors Mutual Fund) and a Money Market Fund (which is
currently invested in the Putnam Daily Dividend Mutual Fund). An
employee may choose to invest his or her contribution in any or all
of the foregoing funds. At any time during the year an employee
may amend future investment allocations and quarterly may amend
past investment allocations. As of December 31, 1993 there were
8,102 participants in the Plan. Information pertaining to the
earnings objectives and performance results for these funds can be
requested from the Company's Human Resource department. In
addition, participants are provided with quarterly statements
summarizing activity in their accounts.
The Employee Benefits Committee ("Plan Administrator") is
responsible for the administration of the Plan. Liability of the
Company for acts or omissions of any member of the Committee will
be limited to amounts not covered by insurance and not payable by
the trust under applicable law.
The Company may, by action of its Board of Directors, amend or
terminate the Plan without shareholder approval at any time. In
the event of termination of the Plan, assets will be distributed in
accordance with the terms of the Plan. Fees and expenses incurred
by the Plan Administrator and the Trustee in connection with the
operation of the Plan will be paid from the Plan, if not paid by
the Company.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended
through January 1, 1985, qualifies under Section 401(a) of the
Internal Revenue Code of 1954 and therefore the related plan trust
11
<PAGE>
Echlin Incentive and Savings Investment Plan
Notes to Financial Statements (Continued)
NOTE C -- INCOME TAX STATUS (Continued)
is not subject to tax under present tax laws. The Company is in the
process of restating the Plan as of January 1, 1989 and will submit
the Plan to the IRS for a redetermination, under the Internal Revenue
Code of 1986.
NOTE D -- TRANSFER OF ASSETS
In September, 1992, the Company acquired Sprague Devices, Inc.
Effective December 31, 1992, the assets from the Sprague Devices, Inc.
Thrift Savings Plan ("Sprague Plan") were merged into the Plan. As
the transfer of the Sprague Plan assets occurred in January, 1993, a
receivable from the Sprague Plan was included in the accompanying
December 31, 1992 Statement of Financial Condition.
NOTE E -- ASSETS HELD FOR INVESTMENT
Assets held for investment at December 31, 1993 and 1992 consist of
the following:
December 31, 1993
- -----------------
<TABLE>
<CAPTION>
Shares Fair
or Units Value Cost
-------- ----------- -----------
<S> <C> <C> <C>
Mutual Funds:
Putnam Investors 733,487 $ 5,963,246 $ 6,072,816
Putnam Voyager 1,220,520 12,839,874 9,574,681
Putnam Daily Dividend 2,674,299 2,674,299 2,674,299
----------- -----------
21,477,419 18,321,796
----------- -----------
Fixed Income Fund:
Provident 12,188,130 12,188,130 12,188,130
Allstate 6,803,780 6,803,780 6,803,780
Mass Mutual 4,436,751 4,436,751 4,436,751
John Hancock 8,269,841 8,269,841 8,269,841
Prudential 344,123 344,123 344,123
----------- -----------
32,042,625 32,042,625
----------- -----------
Echlin Stock Fund:
Echlin Inc. Common Stock 705,395 23,454,369 11,664,191
------------ -----------
$76,974,413 $62,028,612
============ ===========
</TABLE>
12
<PAGE>
Echlin Incentive and Savings Investment Plan
Notes to Financial Statements (Continued)
NOTE E -- ASSETS HELD FOR INVESTMENT (Continued)
December 31, 1992
- -----------------
<TABLE>
<CAPTION>
Shares Fair
or Units Value Cost
-------- ----------- -----------
<S> <C> <C> <C>
Mutual Funds:
Putnam Investors 437,181 $ 3,554,284 $ 3,645,865
Putnam Voyager 787,459 8,284,068 6,345,121
Putnam Daily Dividend 2,326,197 2,326,197 2,326,197
------------ -----------
14,164,549 12,317,183
------------ -----------
Fixed Income Fund:
Union Central 1,491,683 1,491,683 1,491,683
Provident 12,166,240 12,166,240 12,166,240
Allstate 6,242,000 6,242,000 6,242,000
Mass Mutual 4,162,902 4,162,902 4,162,902
John Hancock 2,033,588 2,033,588 2,033,588
------------ -----------
26,096,413 26,096,413
------------ -----------
Echlin Stock Fund:
Echlin Inc. Common Stock 645,380 15,085,747 9,926,383
------------ -----------
$55,346,709 $48,339,979
============ ===========
</TABLE>
13
<PAGE>
Schedule A
----------
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1993
<TABLE>
<CAPTION>
Sales Realized
Purchases Proceeds Gain (Loss)
----------- ---------- -----------
<S> <C> <C> <C>
Putnam Voyager Fund $3,785,281 $(732,771) $168,456
John Hancock
Blended Contract $10,571,018 $(2,346,841) -
14
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator of the Echlin Incentive and Savings Investment
Plan has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Echlin Incentive and Savings
Investment Plan
Date: March 25, 1994 /s/ Jon P. Leckerling
-------------------------------------
Jon P. Leckerling
Vice President, General Counsel
and Corporate Secretary
15
<PAGE>
Exhibit A
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-92426 and 33-15814) of
Echlin Inc. of our report dated March 22, 1994 appearing on page 4 of
this Form 11-K.
/s/ Price Waterhouse
- ------------------------
Price Waterhouse
Stamford, Connecticut
March 25, 1994
16
</TABLE>
