<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
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 1-8247
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
MANVILLE HOURLY EMPLOYEES THRIFT PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Manville Corporation
717 17th Street
Denver, Colorado 80202
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
June 27, 1994 MANVILLE HOURLY EMPLOYEES THRIFT PLAN
/s/ ANN J. HENLEY
----------------------------------------
Name
Director, Benefits
----------------------------------------
Title
2
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
---------------------
REPORT ON AUDIT OF FINANCIAL STATEMENTS
as of December 31, 1993 and 1992 and for each of the three years
in the period ended December 31, 1993
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS
---------------------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 5
Financial Statements:
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1993 and 1992 6 - 7
Statements of Changes in Net Assets Available for
Benefits with Fund Information for each of the three years
in the period ended December 31, 1993 8 - 10
Notes to Financial Statements 11 - 17
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee
of the Board of Directors of
Manville Corporation:
We have audited the accompanying statements of net assets available for benefits
of the Manville Hourly Employees Thrift Plan as of December 31, 1993 and 1992
and the statements of changes in net assets available for benefits for each of
the three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Company'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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Manville
Hourly Employees Thrift Plan at December 31, 1993 and 1992, and the changes in
net assets available for benefits for each of the three years in the period
ended December 31, 1993, 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 Fund Information in the statement of
net assets available for benefits and the statement 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 Fund Information has 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.
COOPERS & LYBRAND
Denver, Colorado
June 13, 1994
-5-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1993 and 1992
<TABLE>
<CAPTION>
U.S. IDS IDS IDS RVW
Government IDS New Blue Chip Asset Trust Common
Securities Stock Dimensions Advantage Allocation Income Stock Loan Combined
1993 Fund Fund Fund Fund Fund Fund II Fund Account Total
---- ---------- -------- ---------- --------- ---------- ---------- ------ -------- ----------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 3 and 4):
Commingled funds, at market
value:
U.S. Government Securities
(approximates cost) $641,575 $ 641,575
IDS Stock (cost $528,211) $520,110 520,110
IDS New Dimensions (cost
$713,274) $746,024 746,024
IDS Blue Chip Advantage
(cost $301,879) $304,326 304,326
Asset Allocation (cost
$446,697) $453,010 453,010
Income (cost $989,966) $ 988,922 988,922
RVW Common Stock (cost $6,783) $8,092 8,092
Loans to Plan members, at cost
(approximates market) $141,651 141,651
Due from associated funds 634 543 1,584 344 956 1,921 5,982
Contributions receivable:
Plan members 24,054 21,693 39,100 17,879 18,225 34,319 155,270
Company 3,258 2,668 3,965 1,994 2,369 4,915 19,169
Cash and accrued income
receivable (Note 3) 1,474 173 71 1,718
-------- -------- -------- ------- ---------- ---------- ------ -------- ----------
Total assets 670,995 545,014 790,673 324,543 474,733 1,030,077 8,163 141,651 3,985,849
LIABILITIES
Payable to associated funds 5,982 5,982
Payable to trustee 430 430
---------- -------- ----------
Total liabilities 430 5,982 6,412
-------- -------- -------- ------- ---------- ---------- ------ -------- ----------
Net assets available for benefits $670,995 $545,014 $790,673 $324,543 $474,733 $1,029,647 $8,163 $135,669 $3,979,437
======== ======== ========== ========= ========== ========== ====== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1993 and 1992
<TABLE>
<CAPTION>
U.S. IDS IDS IDS RVW
Government IDS New Blue Chip Asset Trust Common
Securities Stock Dimensions Advantage Allocation Income Stock Loan Combined
1992 Fund Fund Fund Fund Fund Fund II Fund Account Total
---- ---------- -------- ---------- --------- ---------- ---------- ------- -------- ----------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 3 and 4):
Commingled funds, at market
value:
U.S. Government Securities
(approximates cost) $1,717,582 $1,717,582
IDS Stock (cost $655,071) $627,626 627,626
IDS New Dimensions $692,224 692,224
(cost $677,865)
IDS Blue Chip Advantage
(cost $314,141) $315,633 315,633
Asset Allocation (cost
$479,786) $494,072 494,072
Income (cost $1,645,845) $1,645,581 1,645,581
RVW Common Stock (cost
$27,253) $26,504 26,504
Loans to Plan members, at cost
(approximates market) $198,869 198,869
Due from associated funds 1,284 401 470 257 547 1,165 4,124
Contributions receivable:
Plan members 21,869 17,115 28,166 13,097 17,007 32,103 129,357
Company 3,002 2,186 2,587 1,307 2,226 4,625 15,933
Cash and accrued income
receivable (Note 3) 4,062 173 71 4,306
---------- -------- -------- -------- ---------- ---------- ------- -------- ----------
Total assets 1,747,799 647,328 723,447 330,294 514,025 1,683,474 26,575 198,869 5,871,811
LIABILITIES
Withdrawals and forfeitures
payable 66 66
Payable to associated funds 4,124 4,124
---------- -------- ----------
Total liabilities 66 4,124 4,190
---------- -------- ---------- --------- ---------- ---------- ------- -------- ----------
Net assets available for
benefits $1,747,733 $647,328 $723,447 $330,294 $514,025 $1,683,474 $26,575 $194,745 $5,867,621
========== ======== ========== ========= ========== ========== ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For each of the Three Years in the Period Ended December 31, 1993
<TABLE>
<CAPTION>
U.S. IDS IDS IDS RVW
Government IDS New Blue Chip Asset Trust Common
Securities Stock Dimensions Advantage Allocation Income Stock Loan Combined
1993 Fund Fund Fund Fund Fund Fund II Fund Account Total
---- ----------- ----- ---------- --------- ---------- ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest income $ 14,301 $ 48,861 $ 7,665 $ 70,827
Dividend income $ 56,668 $ 35,872 $ 21,774 $ 27,106 141,420
Net appreciation
(depreciation)
in fair value of
investments
(Note 3) 3,693 30,436 2,485 1,144 (46) $ 1,462 39,174
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Total investment income 14,301 60,361 66,308 24,259 28,250 48,815 1,462 7,665 251,421
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Contributions (Note 5):
By Plan members 246,128 202,543 367,008 163,934 184,773 347,321 1,511,707
By the Company 31,861 24,307 36,169 17,423 23,109 49,147 182,016
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
277,989 226,850 403,177 181,357 207,882 396,468 1,693,723
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Transfers into fund from
associated funds 84,030 72,468 116,162 19,669 26,548 77,355 112,181 508,413
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Transfers out of fund to
associated funds (105,122) (77,857) (81,132) (23,363) (47,659) (120,055) (1,087) (52,138) (508,413)
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Transfer to successor
trustee (Note 2) (1,335,155) (379,050) (427,272) (207,199) (249,739) (1,033,310) (18,550) (122,362) (3,772,637)
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Withdrawals and
forfeitures (Note 6) (12,781) (5,086) (10,017) (474) (4,574) (23,100) (237) (4,422) (60,691)
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
Net (decrease) increase (1,076,738) (102,314) 67,226 (5,751) (39,292) (653,827) (18,412) (59,076) (1,888,184)
Net assets available for
benefits:
Beginning of year 1,747,733 647,328 723,447 330,294 514,025 1,683,474 26,575 194,745 5,867,621
----------- --------- --------- -------- -------- ---------- ------- -------- ----------
End of year $ 670,995 $ 545,014 $ 790,673 $324,543 $474,733 $1,029,647 $ 8,163 $135,669 $3,979,437
=========== ========= ========= ======== ======== ========== ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For each of the Three Years in the Period Ended December 31, 1993
<TABLE>
<CAPTION>
U.S. IDS IDS IDS RVW
Government IDS New Blue Chip Asset Trust Common
Securities Stock Dimensions Advantage Allocation Income Stock Loan Combined
1992 Fund Fund Fund Fund Fund Fund II Fund Account Total
---- ----------- ---------- ----------- ---------- ----------- ----------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest income $ 30,225 $ 139 $ 75,585 $ 5,364 $ 111,313
Dividend income 63,827 $ 39,265 $ 14,677 $ 22,263 140,032
Net appreciation
(depreciation)
in fair value of
investments
(Note 3) (28,203) 17,463 2,035 11,776 $ (866) 2,205
---------- --------- --------- -------- -------- ---------- -------- -------- ----------
Total investment income
(loss) 30,225 35,763 56,728 16,712 34,039 75,585 (866) 5,364 253,550
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Contributions (Note 5):
By Plan members 487,310 324,196 543,613 280,855 260,482 706,647 2,603,103
By the Company 92,243 57,422 91,230 49,328 43,050 134,942 468,215
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
579,553 381,618 634,843 330,183 303,532 841,589 3,071,318
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Plan to plan transfers in 792,467 792,467
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Transfers into fund from
associated funds 68,554 71,744 319,546 25,388 48,985 336,435 35,986 224,869 1,131,507
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Transfers out of fund to
associated funds (208,772) (111,605) (275,152) (34,483) (74,548) (365,300) (7,923) (53,724) (1,131,507)
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Withdrawals and
forfeitures (Note 6) (39,640) (14,025) (12,518) (7,506) (5,282) (45,836) (622) (125,429)
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
Net increase 1,222,387 363,495 723,447 330,294 306,726 842,473 26,575 176,509 3,991,906
Net assets available for
benefits:
Beginning of year 525,346 283,833 207,299 841,001 18,236 1,875,715
---------- --------- --------- -------- -------- ---------- ------- -------- ----------
End of year $1,747,733 $ 647,328 $ 723,447 $330,294 $514,025 $1,683,474 $26,575 $194,745 $ 5,867,621
========== ========= ========= ======== ======== ========== ======= ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For each of the Three Years in the Period Ended December 31, 1993
<TABLE>
<CAPTION>
Money Asset
Market Equity Allocation Income Loan Combined
1991 Fund Fund Fund Fund Account Total
---- ------ ------ ---------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest income $ 15,233 $ 49 $ 32,623 $ 112 $ 48,017
Dividend income $ 4,315 4,315
Net appreciation in fair value
of investments (Note 3) 33,512 19,105 52,617
-------- -------- -------- -------- ------- ----------
Total investment income 15,233 33,561 23,420 32,623 112 104,949
-------- -------- -------- -------- ------- ----------
Contributions (Note 5):
By Plan members 398,519 169,225 145,330 622,459 1,335,533
By the Company 80,441 32,457 26,588 122,438 261,924
-------- -------- -------- -------- ------- ----------
478,960 201,682 171,918 744,897 1,597,457
-------- -------- -------- -------- ------- ----------
Transfers into fund from
associated funds 3,304 53,054 8,188 25,006 20,191 109,743
-------- -------- -------- -------- ------- ----------
Transfers out of fund to
associated funds (30,008) (25,190) (23,281) (29,197) (2,067) (109,743)
-------- -------- -------- -------- ------- ----------
Withdrawals and forfeitures (Note 6) (6,175) (4,308) (1,991) (10,353) (22,827)
-------- -------- -------- -------- ------- ----------
Administrative expenses (272) (272)
-------- -------- -------- -------- ------- ----------
Net increase 461,314 258,527 178,254 762,976 18,236 1,679,307
Net assets available for benefits:
Beginning of year 64,032 25,306 29,045 78,025 196,408
-------- -------- -------- -------- ------- ----------
End of year $525,346 $283,833 $207,299 $841,001 $18,236 $1,875,715
======== ======== ======== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Continued
-10-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
1. Plan Description:
----------------
The Manville Hourly Employees Thrift Plan (the "Plan"), sponsored by Manville
Corporation (the "Company"), provides eligible hourly employees a convenient
means for regular and systematic savings with several investment options. The
Plan was offered as part of collective bargaining agreements between unions
and the Company. Plan participants have the option of directing the
investment of their contributions and related Company contributions into any
one or a combination of separate funds. These funds, beginning in 1992,
consist of the IDS Trust Collective U.S. Government Securities Fund ("U.S.
Government Securities Fund") (formerly the Money Market Fund), IDS Stock
Fund, Inc. (formerly the Equity Fund), IDS New Dimensions Fund, Inc., IDS
Blue Chip Advantage Fund, Asset Allocation Fund (managed by the Boston
Company, Inc.) and IDS Trust Income Fund II (formerly the Income Fund). IDS
Trust, the trustee of the Plan's assets, administers, manages and reports the
Plan's investment transactions. Summarized information regarding eligibility,
vesting, contributions and benefits is provided in the Manville Corporation
Employee Handbook.
In June 1992, Riverwood International Corporation ("Riverwood") a subsidiary
of the Company, completed an initial public offering of 12.1 million shares
of common stock. In connection with this offering, units in a stock pool
("RVW Common Stock Fund") containing shares of this stock became available as
a Plan investment option. This pool was initially comprised of approximately
90% stock and 10% cash, although this allocation could vary in the future.
Plan participants could allocate up to 25% of their Plan account balances to
investment in this pool. Additional purchase of Riverwood stock is not being
offered by the Plan at this time. Investment in the Riverwood stock pool is
being held in the RVW Common Stock Fund.
The loan account holds loans made to eligible participants out of their
vested account balances. Principal and interest payments are reinvested in
the participant's investment funds (with the exception of the RVW Common
Stock Fund) in accordance with the participant's investment election in
effect at the time the payments are made.
At December 31, 1993, there were a total of 768 employees participating in
the Plan. They participated in one or more of the funds as follows: 311 in
the U.S. Government Securities Fund, 333 in the IDS Stock Fund, 401 in the
IDS New Dimensions Fund, 270 in the IDS Blue Chip Advantage Fund, 260 in the
Asset Allocation Fund, 378 in the IDS Trust Income Fund II, and 15 in the RVW
Common Stock Fund. Additionally, 94 participants had loans outstanding
through the loan account at December 31, 1993.
Continued
-11-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
2. Transfer to Successor Trustee:
-----------------------------
On January 5, 1993, 736 Plan participants with accounts having market values
totalling $3,752,424 were transferred into the newly created (effective on
January 1, 1993) Riverwood International Corporation Hourly Employees Thrift
Plan. Also included are the accounts of participants who transferred to
Riverwood during 1993.
3. Summary of Significant Accounting Policies:
-------------------------------------------
Investments in the funds are stated at current values based upon the
following:
U.S. Government original cost plus accrued income.
Securities Fund
IDS Stock Fund quotations obtained directly from the
participating mutual funds.
IDS New Dimensions Fund quotations obtained directly from the
participating mutual funds.
IDS Blue Chip Advantage quotations obtained directly from the
Fund participating mutual funds.
Asset Allocation Fund quotations obtained directly from the
fund's transfer agent.
IDS Trust Income Fund II current value (cost plus interest less withdrawals
plus contributions).
RVW Common Stock Fund stock quotations obtained from national securities
exchange.
Loan Account remaining principal balance of loans (no allowance
has been made for uncollectible loans since the
loans are collatarized by the account balance of
the participants).
Transactions in the various funds are accounted for using the trade date.
Realized gains or losses from such transactions are determined on the basis
of average cost. Accrued income receivable on investments consists of
dividends receivable based on the ex-dividend date and interest income
receivable at December 31, 1993 and 1992.
Continued
-12-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
3. Summary of Significant Accounting Policies, continued:
------------------------------------------
Cash totalling $244 is included in cash and accrued income receivable at
December 31, 1993 and 1992.
The Plan does not require collateral or other security to support investments
with credit risk.
The Plan presents in the statements of changes in net assets available for
benefits with fund information the net appreciation (depreciation) in the
fair value of its investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those investments.
Certain prior year information has been reclassified to conform with the
current presentation format.
4. Investments:
------------
The number of units and market value per unit at December 31, were as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
U.S. Government Securities Fund*
-------------------------------
Units 641,575 1,717,582
Market value per unit $ 1.00 $ 1.00
IDS Stock Fund*
---------------
Units 26,381 32,962
Market value per unit $19.72 $19.04
IDS New Dimensions Fund*
-----------------------
Units 52,024 52,409
Market value per unit $14.34 $13.21
IDS Blue Chip Advantage Fund*
----------------------------
Units 47,790 51,481
Market value per unit $ 6.37 $ 6.13
Asset Allocation Fund*
---------------------
Units 29,862 33,048
Market value per unit $15.17 $14.95
IDS Trust Income Fund II*
------------------------
Units 71,791 126,583
Market value per unit $13.78 $13.00
</TABLE>
Continued
-13-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
4. Investments, continued:
-----------
<TABLE>
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
RVW Common Stock Fund
---------------------
Units 680 2,730
Market value per unit $11.91 $9.71
Loan Account
------------
Remaining principal balance, at cost $141,651 $198,869
(approximates market)
</TABLE>
* Represents at least 5% of net assets available for benefits at
December 31, 1993
5. Contributions, Eligibility and Vesting:
--------------------------------------
Pre-tax Contributions - An eligible employee may contribute to the Plan
---------------------
through a reduction in wages on a pre-tax basis (a "401(k)" Plan), depending
on each participating location's collective bargaining agreements, from 1% to
6% of wages (defined as regular fixed compensation plus commissions, bonuses,
overtime pay and profit sharing distributions).
After-tax Contributions - Employees may elect to contribute 1% to 10% (in
-----------------------
increments of 1%) of wages on an after-tax basis regardless of the percentage
of pre-tax contributions.
Company Contributions - The Company contribution is based upon fixed matches,
---------------------
also pursuant to collective bargaining agreements. Voluntary after-tax
contributions and rollover contributions are not matched by the Company. The
Company's annual contribution made on behalf of any employee is subject to
certain maximums as specified in the Plan and regulated by the Internal
Revenue Service.
Eligibility - Full-time hourly employees may become participants of the Plan
-----------
upon completing one year of service or immediately upon reemployment if
previously an eligible employee. If the employee is not a permanent full-time
employee, such employee becomes eligible to participate after completing at
least 1,000 hours and one year of service.
Vesting - Employee contributions and earnings thereon vest to the participant
-------
immediately. Company contributions and the earnings thereon vest to the
participant with the earlier of five years service or three years
participation in the Plan.
Continued
-14-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
6. Withdrawals and Forfeitures and Loans:
-------------------------------------
Rollover contributions which have been in the Plan at least 24 months and all
vested amounts (except those relating to participant pre-tax contributions
and earnings thereon) may be withdrawn by the participant at any time.
Employee pre-tax contributions and earnings thereon may not be withdrawn
until the participant attains age 59-1/2 or furnishes satisfactory proof of
financial hardship.
If a participant's employment is terminated for reasons other than death,
disability or retirement, the participant forfeits any unvested Company
contributions and earnings. Forfeitures serve to reduce future contributions
of the Company. A participant who is terminated and subsequently rehired by
the Company within five years has the option of repaying to the Plan, within
two years of the reemployment date, cash in one lump sum equal to the full
amount received from the Plan at termination. If such repayment is made, the
Company will restore to the participant's account the amounts previously
forfeited.
A participant who retires or becomes disabled can elect to defer the
distribution of funds credited to the participant in the Plan until April of
the year following the year in which the participant attains age 70-1/2 or,
in the event of death, the beneficiary can elect to defer distribution for a
period of 60 months from date of death.
Subsequent to withdrawal, Company contributions are suspended for the greater
of three months or the time period during which the employee does not make
contributions. Suspension does not occur if the withdrawal is limited to
after-tax contributions and the related earnings thereon.
The Plan's loan provisions allow a participant to borrow up to specified
limits of the value of their vested account balances; however, in no event
within the previous 12 month period can the participant's aggregate loan
balance exceed $50,000. All loans are collateralized by the participant's
account balances and bear interest at one percent over the prime rate.
Continued
-15-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
7. Tax Status:
----------
The Plan is designed to constitute a qualified trust under Section 401(a) of
the Internal Revenue Code and is therefore considered to be exempt from
federal income tax under provisions of Section 501(a). An application was
filed with the Internal Revenue Service on December 28, 1992 for a
determination as to whether the Plan meets the qualification requirements of
Section 401(a) of the Internal Revenue Code of 1986, as amended, with respect
to the Plan's amendments and restatements resulting from the Plan's transfers
to Riverwood's trustee (see Note 2). On August 24, 1993, the Company received
a favorable tax qualification determination letter, retroactive to January 1,
1989, from the Internal Revenue Service. Participants in the Plan will not be
taxed on pre-tax contributions, rollover contributions, Company contributions
to the Plan on their behalf or on earnings credited to their accounts until
such contributions and earnings are distributed or otherwise made available
to them.
8. Termination of the Plan:
-----------------------
It is the intent of the Company to continue the Plan; however, in the event
that the Plan is terminated by the Company, accounts would automatically be
fully vested. The assets of the Plan would be distributed to the participants
based on their account balances. In addition, any previously forfeited
amounts which had not been applied to reduce Company contributions would be
credited ratably to the accounts of the participants remaining in the Plan at
the time of such termination.
9. Administrative Expenses Paid by Company:
---------------------------------------
The Company paid approximately $22,000, $26,000, and $27,000 in 1993, 1992,
and 1991, respectively, of administrative expenses to the Plan's trustee on
behalf of the Plan, which are not included in the financial statements.
Continued
-16-
<PAGE>
MANVILLE HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
10.Subsequent Events:
-----------------
Effective April 1, 1994, the Plan's recordkeeping and trustee
responsibilities were transferred to Fidelity Institutional Retirement
Services Company ("Fidelity"). The following Fidelity mutual funds will be
available as investment options: Retirement Government Money Market
Portfolio, Asset Manager, Disciplined Equity Fund, Value Fund, Magellan Fund,
OTC Portfolio and the International Growth & Managed Income Portfolio Fund.
The Income Fund will also be managed by Fidelity as the Managed Income
Portfolio. Participants elected from these new funds where their existing
account balances were transferred and future contributions will be directed.
Activity, such as loans and fund transfers, was suspended for the existing
funds from March 28, 1994 through mid to late May 1994. The transfer of
existing account balances into the Fidelity funds was completed on April 4,
1994. The reallocation elections of existing account balances to the Fidelity
funds did not include the RVW Common Stock Fund. This fund was also moved to
Fidelity on April 4, 1994.
The Plan has also been amended to allow, subject to collective bargaining,
the increase of pre-tax contributions of up to nine percent (eight percent
for highly compensated employees) while decreasing maximum after-tax
contributions to seven percent. Contributions will now be credited to
participants' accounts twice a month (previously credited once a month).
Effective April 1, 1994, the Plan will legally be known as the Schuller
Hourly Employees Thrift Plan.
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