<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, 1995
-----------------------------
( ) 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
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<TABLE>
<CAPTION>
Echlin Incentive and Savings Investment Plan
Index
December 31, 1995
- ---------------------------------------------------------------------
<S> <S>
Page
----
I REQUIRED INFORMATION:
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . 4
Statements of Financial Condition . . . . . . . . . . . . . . . . . . . . 5-6
Statements of Income and Changes in Participants' Equity. . . . . . . . . 7-8
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . .9-14
Schedule A - Schedule of Reportable Transactions. . . . . . . . . . . . . .15
II SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
III EXHIBIT A - Consent of Independent Accountants. . . . . . . . . . . . . . .17
</TABLE>
2
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Echlin Incentive and Savings Investment Plan
Financial Statements
December 31, 1995
- -------------------------------------------------------------------
3
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PRICE WATERHOUSE LLP [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, 1995 and 1994, and the changes in net assets for the
years then ended, 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 audits were performed 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. The Fund Information in the statements of financial
condition and the statements of income and changes in
participants' equity 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 benefits of each
fund. Schedule A and the Fund Information have been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
May 20, 1996
4
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<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1995
<CAPTION>
(000's omitted) 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 $11,642 $24,944 $2,832 $ - $ - $ - $39,418
Fixed income fund - - - 37,108 - - 37,108
Echlin Inc. common
stock - - - - 30,952 - 30,952
------- ------- ------ ------- -------- ------ --------
Total investments 11,642 24,944 2,832 37,108 30,952 - 107,478
------- ------- ------ ------- -------- ------ --------
Receivables:
Employee contributions 189 336 41 380 207 - 1,153
Employer incentive
match contribution - - - - 633 - 633
Employee loans - - - - - 5,452 5,452
Echlin Inc.-employee
loan repayments - - - - - 220 220
------- ------- ------ ------- ------- ------ --------
Total receivables 189 336 41 380 840 5,672 7,458
------- ------- ------ ------- ------- ------ --------
Total assets 11,831 25,280 2,873 37,488 31,792 5,672 114,936
------- ------- ------ ------- ------- ------ --------
LIABILITIES
Employee withdrawals
payable 30 55 4 83 80 - 252
------- ------- ------ ------- ------- ------ --------
Total liabilities 30 55 4 83 80 - 252
------- ------- ------ ------- ------- ------ --------
Net assets representing
participants'
equity $11,801 $25,225 $2,869 $37,405 $31,712 $5,672 $114,684
======= ======= ====== ======= ======= ====== ========
See notes to financial statements.
</TABLE>
5
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<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1994
<CAPTION>
(000's omitted) 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 $7,428 $15,856 $2,635 $ - $ - $ - $25,919
Fixed income fund - - - 34,383 - - 34,383
Echlin Inc. common
stock - - - - 23,732 - 23,732
------ ------- ------ ------- ------- ------ -------
Total investments 7,428 15,856 2,635 34,383 23,732 - 84,034
------ ------- ------ ------- ------- ------ -------
Receivables:
Employee contributions 176 311 47 401 199 - 1,134
Employer incentive
match contribution - - - - 185 - 185
Employee loans - - - - - 4,363 4,363
Echlin Inc.-employee
loan repayments - - - - - 202 202
------ ------- ------ ------- ------- ------ -------
Total receivables 176 311 47 401 384 4,565 5,884
------ ------- ------ ------- ------- ------ -------
Total assets 7,604 16,167 2,682 34,784 24,116 4,565 89,918
------ ------- ------ ------- ------- ------ -------
LIABILITIES
Employee withdrawals
payable 3 4 18 189 45 - 259
------ ------- ------ ------- ------- ------ -------
Total liabilities 3 4 18 189 45 - 259
------ ------- ------ ------- ------- ------ -------
Net assets representing
participants' equity $7,601 $16,163 $2,664 $34,595 $24,071 $4,565 $89,659
====== ======= ====== ======= ======= ====== =======
See notes to financial statements.
</TABLE>
6
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1995
<CAPTION>
(000's omitted) 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 $1,532 $5,148 $ - $ - $ 4,077 $ - $10,757
Net realized gains on
sales of investments 16 346 - - 762 - 1,124
Interest and dividends 1,434 1,333 145 2,489 655 - 6,056
------- ------- ------ ------- ------- ------ --------
Total investment
income 2,982 6,827 145 2,489 5,494 - 17,937
Employee contributions 1,492 2,777 418 4,009 1,797 - 10,493
Employer incentive
match contribution - - - - 2,133 - 2,133
Interest on employee
loans - - - - - 408 408
------- ------- ------ ------- ------- ------ --------
Total additions 4,474 9,604 563 6,498 9,424 408 30,971
------- ------- ------ ------- ------- ------ --------
Employee withdrawals (320) (721) (204) (2,864) (1,837) - (5,946)
------- ------- ------ ------- ------- ------ --------
Net transfers between
funds 46 179 (154) (824) 54 699 -
------- ------- ------ ------- ------- ------ --------
Net increase in assets 4,200 9,062 205 2,810 7,641 1,107 25,025
Net assets at
beginning of year 7,601 16,163 2,664 34,595 24,071 4,565 89,659
------- ------- ------ ------- ------- ------ --------
Net assets at
end of year $11,801 $25,225 $2,869 $37,405 $31,712 $5,672 $114,684
======= ======= ====== ======= ======= ====== =======
See notes to financial statements.
</TABLE>
7
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1994
<CAPTION>
(000's omitted) 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
in fair value of
investments $ (896) $(763) $ - $ - $(2,968) $ - $(4,627)
Net realized gains
(losses) on sales of
investments (22) 194 - - 633 - 805
Interest and dividends 679 669 94 2,345 533 - 4,320
------ ------- ------ ------- ------- ------- -------
Total investment
(loss) income (239) 100 94 2,345 (1,802) - 498
Employee contributions 1,502 2,655 486 4,158 1,870 - 10,671
Employer incentive
match contribution - - - - 1,760 - 1,760
Interest on employee
loans - - - - - 316 316
------ ------- ------ ------- ------- ------- -------
Total additions 1,263 2,755 580 6,503 1,828 316 13,245
------ ------- ------ ------- ------- ------- -------
Employee withdrawals (178) (389) (106) (2,008) (989) - (3,670)
------ ------- ------ ------- ------- ------- -------
Net transfers between
funds 575 867 (487) (1,558) (135) 738 -
------ ------- ------ ------- ------- ------- -------
Net increase (decrease)
in assets 1,660 3,233 (13) 2,937 704 1,054 9,575
Net assets at beginning
of year 5,941 12,930 2,677 31,658 23,367 3,511 80,084
------ ------- ------ ------- ------- ------ -------
Net assets at end of
year $7,601 $16,163 $2,664 $34,595 $24,071 $4,565 $89,659
====== ======= ====== ======= ======= ====== =======
See notes to financial statements.
</TABLE>
8
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ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
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 market value. The fair
market value of the Growth-Oriented and the Maximum Growth mutual
funds were based on each fund's net asset value on the last
business day of the plan year. The fair market value of the
Money Market fund represents investments made plus interest
earned. The fair market value of the Fixed Income Fund
represents investments made in Guaranteed Insurance Contracts
("GIC's") plus interest earned at the stated contract rate. The
Echlin Stock Fund is valued at the average of the high and low
price for Echlin Inc. ("Company") common stock price on the New
York Stock Exchange on the last trading day of the plan year.
Realized gains and losses 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 document, up to the 1995 maximum elective deferral
amount of $9,240 as determined under Section 402(g) of the
Internal Revenue Code, contributed to their account.
Contributions for some participants may be further limited as a
result of other Internal Revenue Code requirements.
9
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ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
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. An active participant upon
retirement, disability, as defined in the Plan, or death will be
fully vested in the value of the Company's incentive matching
contributions credited to his account regardless of his years of
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.
Loans to participants and loan repayments are presented as "Net
transfers between funds" in the Employee Loan Fund. 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, Fleet
National Bank, and Trust Company of Georgia, rounded to the
nearest half percent at the time the loan is taken out. In
addition, a participant may withdraw vested funds from his or her
account if it is demonstrated that a hardship, as defined under
the Internal Revenue Code, exists.
10
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ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
The Plan provides for the establishment of a trust which consists
of five investment funds. The five funds are: The Echlin Stock
Fund (invested in Echlin Inc. common stock), a Fixed Income Fund
(invested in GIC's as selected by the Benefits Committee), 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
Money Market 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, 1995 there were 8,803 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. The
Committee may also amend the Plan if necessary for tax
qualification or legal compliance, to carry out its duties under
the Plan. 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, 1994, qualifies under Section 401(a) of the
Internal Revenue Code of 1986 and therefore the related plan
trust is not subject to tax under present tax laws.
11
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ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- ASSETS HELD FOR INVESTMENT
<TABLE>
Assets held for investment at December 31, 1995 and 1994 consist of
the following:
<CAPTION>
December 31, 1995 Fair
- ----------------- Shares Market
(000's omitted) or Units Value Cost
-------- ------- ---------
<S> <C> <C> <C>
Mutual Funds:
Putnam Money Market 2,832 $ 2,832 $ 2,832
Putnam Investors 1,352 11,642 11,117
Putnam Voyager 1,636 24,944 17,293
-------- -------
39,418 31,242
-------- -------
Fixed Income Fund:
Allstate Life Insurance
Company 8,084 8,084 8,084
Massachusetts Mutual Life
Insurance Company 5,122 5,122 5,122
John Hancock Mutual Life
Insurance 9,348 9,348 9,348
Prudential Insurance Co.
of America 4,665 4,665 4,665
Principal Mutual Life
Insurance Company 5,590 5,590 5,590
New York Life
Insurance Company 4,299 4,299 4,299
-------- -------
37,108 37,108
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 851 30,952 18,053
-------- -------
$107,478 $86,403
======== =======
</TABLE>
12
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- ASSETS HELD FOR INVESTMENT (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1994
- ----------------- Fair
Shares Market
(000's omitted) or Units Value Cost
-------- ------- --------
<S> <C> <C> <C>
Mutual Funds:
Putnam Money Market 2,635 $ 2,635 $ 2,635
Putnam Investors 1,040 7,428 8,434
Putnam Voyager 1,376 15,856 13,354
-------- -------
25,919 24,423
-------- -------
Fixed Income Fund:
Provident National
Assurance Company 5,569 5,569 5,569
Allstate Life Insurance
Company 7,416 7,416 7,416
Massachusetts Mutual Life
Insurance Company 4,767 4,767 4,767
John Hancock Mutual Life
Insurance 8,769 8,769 8,769
Prudential Insurance Co.
of America 2,576 2,576 2,576
Principal Mutual Life
Insurance 5,286 5,286 5,286
-------- -------
34,383 34,383
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 791 23,732 14,910
-------- --------
$84,034 $73,716
======== ========
</TABLE>
13
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ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- ASSETS HELD FOR INVESTMENT (CONTINUED)
<TABLE>
The following information relates to the Plan's Fixed Income Fund as
of December 31, 1995:
<CAPTION>
Interest Rate Maturity Date
-------------- --------------
<S> <C> <C>
Allstate Life Insurance
Company 9.00% 1995 and 1996
Massachusetts Mutual
Life Insurance Company 7.45% 1996 and 1997
John Hancock Mutual Life
Insurance 6.62% 1995 and 1997
Prudential Insurance Co.
of America 5.79% 1995 and 1998
Principal Mutual Life
Insurance Company 5.75% 1998
New York Life
Insurance Company 8.17% 1999
</TABLE>
14
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<TABLE>
Schedule A
----------
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1995
(000's omitted)
<CAPTION>
Average Sales Realized
Purchases Cost Proceeds Gain
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Putnam Voyager Fund $4,990 $1,000 $(1,346) $346
Provident National
Assurance Company - - ($5,557) -
New York Life
Insurance Company $8,612 - $(4,318) -
Echlin Common Stock $4,286 $1,053 $(1,814) $761
</TABLE>
15
<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: June 14, 1996 /s/ Jon P. Leckerling
---------------------------------
Jon P. Leckerling
Vice President, General Counsel
and Corporate Secretary
16
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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 May 20, 1996 appearing on page
4 of this Form 11-K.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
June 14, 1996
17
