<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 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 EMPLOYEES THRIFT PLAN
/s/ Ann J. Henley
----------------------------------------
Name
Director, Benefits
----------------------------------------
Title
2
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
---------------------
REPORT ON AUDITS 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>
<TABLE>
<CAPTION>
MANVILLE EMPLOYEES THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS
---------------------
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 - 20
</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 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
Employees Thrift Plan at 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, 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 EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1993 and 1992
<TABLE>
<CAPTION>
U.S. IDS IDS
Government IDS New Blue Chip Asset
Securities Stock Dimensions Advantage Allocation
1993 Fund Fund Fund Fund Fund
-------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 7):
Common stock of Manville
Corporation at market value
(cost $1,267,557)
Common stock pool of Riverwood
International at market value
(cost $1,052,769)
Commingled funds, at market value:
U.S. Government Securities Fund
(approximates cost) $ 4,574,599
IDS Stock Fund (cost $21,481,819) $ 21,212,200
IDS New Dimensions Fund
(cost $9,609,366) $ 10,055,507
IDS Blue Chip Advantage
Fund (cost $3,815,256) $ 3,853,521
Asset Allocation (cost
$14,431,584) $ 15,471,118
Investment contracts, at contract value
Loans to plan members, at cost
(approximates market)
Cash and equivalents (Note 5) 3,953
Due from associated funds 8,761 20,953 84,634 16,309 20,743
Contributions receivable:
Plan members 33,956 81,991 123,819 62,080 79,210
Company 13,771 30,717 46,321 23,035 29,439
Accrued income receivable (Note 3) 10,518
------------ ------------ ------------ ------------ ------------
Total assets 4,641,605 21,345,861 10,310,281 3,954,945 15,604,463
LIABILITIES
Accrued Expenses payable
Payable to associated funds 58,611
Payable to trustee 1,000
------------ ------------
Total liabilities 1,000 58,611
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 4,641,605 $ 21,344,861 $ 10,310,281 $ 3,954,945 $ 15,545,852
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
RVW MVL
Common Common
Stock Stock Loan Combined
1993 Income Fund Fund Fund Account Total
-------- ------------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 7):
Common stock of Manville
Corporation at market value
(cost $1,267,557) $ 85,558 $ 85,558
Common stock pool of Riverwood
International at market value
(cost $1,052,769) $ 1,253,075 1,253,075
Commingled funds, at market value:
U.S. Government Securities Fund
(approximates cost) 4,574,599
IDS Stock Fund (cost $21,481,819) 21,212,200
IDS New Dimensions Fund
(cost $9,609,366) 10,055,507
IDS Blue Chip Advantage
Fund (cost $3,815,256) 3,853,521
Asset Allocation (cost
$14,431,584) 15,471,118
Investment contracts, at contract value $104,097,259 104,097,259
Loans to plan members, at cost
(approximates market) $ 5,494,784 5,494,784
Cash and equivalents (Note 5) 16,056,485 16,060,438
Due from associated funds 87,292 238,692
Contributions receivable:
Plan members 291,923 672,979
Company 112,041 255,324
Accrued income receivable (Note 3) 2,404 12,922
------------ ------------ ---------- ----------- ------------
Total assets 120,647,404 1,253,075 85,558 5,494,784 183,337,976
LIABILITIES
Accrued Expenses payable 5,235 5,235
Payable to associated funds 180,081 238,692
Payable to trustee 271 1,271
------------ ------------ ----------- ------------
Total liabilities 5,235 271 180,081 245,198
------------ ------------ ---------- ----------- ------------
Net assets available for benefits $120,642,169 $1,252,804 $85,558 $5,314,703 $183,092,778
============ ============ ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1993 and 1992
<TABLE>
<CAPTION>
U.S. IDS IDS
Government IDS New Blue Chip Asset
Securities Stock Dimensions Advantage Allocation
1992 Fund Fund Fund Fund Fund
------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 7):
Common stock of Manville
Corporation at market value
(cost $1,379,229)
Common stock pool of Riverwood
International at market value
(cost $1,965,414)
Commingled funds, at market value:
U.S. Government Securities Fund
(approximates cost) $ 5,926,976
IDS Stock Fund (cost $21,927,174) $ 20,922,964
IDS New Dimensions Fund
(cost $4,982,645) $ 5,115,608
IDS Blue Chip Advantage
Fund (cost $2,134,797) $ 2,152,570
Asset Allocation (cost
$15,055,436) $ 16,307,240
Investment contracts, at contract value
Loans to plan members, at cost
(approximates market)
Cash and equivalents (Note 5) 43 1,945
Due from associated funds 10,142 27,000 37,599 18,423 24,105
Contributions receivable:
Plan members 43,107 98,431 112,105 70,119 92,735
Company (Note 2) 197,209 332,729 490,861 251,459 339,528
Accrued income receivable (Note 3) 14,326
------------ ------------ ------------ ------------ ------------
Total assets 6,191,803 21,381,124 5,756,173 2,492,571 16,765,553
LIABILITIES
Withdrawals and forfeitures payable 20,746 5 10 5
Payable to associated funds 43 5,000 10,750
Payable to successor trustee
Payable to trustee 27,307 2,000
------------ ------------ ------------ ------------
Total liabilities 20,789 27,312 7,010 10,755
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 6,171,014 $ 21,353,812 $ 5,749,163 $ 2,481,816 $ 16,765,553
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
RVW MVL
Common Common
Stock Stock Loan Combined
Income Fund Fund Fund Account Total
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 7):
Common stock of Manville
Corporation at market value
(cost $1,379,229) $84,628 $ 84,628
Common stock pool of Riverwood
International at market value
(cost $1,965,414) $ 1,907,405 1,907,405
Commingled funds, at market value:
U.S. Government Securities Fund
(approximates cost) 5,926,976
IDS Stock Fund (cost $21,927,174) 20,922,964
IDS New Dimensions Fund
(cost $4,982,645) 5,115,608
IDS Blue Chip Advantage
Fund (cost $2,134,797) 2,152,570
Asset Allocation (cost
$15,055,436) 16,307,240
Investment contracts, at contract value $110,747,672 110,747,672
Loans to plan members, at cost
(approximates market) $6,629,621 6,629,621
Cash and equivalents (Note 5) 33,497,994 9,510 33,509,492
Due from associated funds 82,153 966 200,388
Contributions receivable:
Plan members 336,663 753,160
Company (Note 2) 1,423,322 3,035,108
Accrued income receivable (Note 3) 48,060 4 14 62,404
------------ ------------ ----------- ------------ ------------
Total assets 146,135,864 1,907,405 94,142 6,630,601 207,355,236
LIABILITIES
Withdrawals and forfeitures payable 4,000 24,766
Payable to associated funds 17,308 167,287 200,388
Payable to successor trustee 457,624 457,624
Payable to trustee 9,093 38,400
------------ ------------ ----------- ------------ ------------
Total liabilities 474,932 9,093 171,287 721,178
------------ ------------ ----------- ------------ ------------
Net assets available for benefits $145,660,932 $ 1,907,405 $85,049 $ 6,459,314 $206,634,058
============ ============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
MANVILLE 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
Government IDS New Blue Chip Asset
Securities Stock Dimensions Advantage Allocation
1993 Fund Fund Fund Fund Fund
------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 2,396,512 $ 481,827 $ 277,008 $ 968,089
Interest income $ 131,868
Net appreciation (depreciation)
in fair value of investments
(Note 3) 668,299 475,263 54,118 268,440
------------ ------------ ------------ ------------ ------------
Total investment income (loss) 131,868 3,064,811 957,090 331,126 1,236,529
------------ ------------ ------------ ------------ ------------
Contributions (Note 6):
By Plan members 454,543 1,081,652 1,506,374 770,119 1,121,345
By the Company 121,045 297,572 388,362 209,739 332,408
------------ ------------ ------------ ------------ ------------
575,588 1,379,224 1,894,736 979,858 1,453,753
------------ ------------ ------------ ------------ ------------
Transfers into fund from
associated funds 1,126,228 2,154,273 5,295,023 1,485,921 1,396,347
------------ ------------ ------------ ------------ ------------
Transfers out of fund to
associated funds (1,433,000) (1,841,705) (1,773,363) (477,866) (2,461,575)
------------ ------------ ------------ ------------ ------------
Transfers to successor trustee
(Note 2) (1,251,404) (2,918,857) (1,370,047) (700,993) (1,633,346)
------------ ------------ ------------ ------------ ------------
Withdrawals and forfeitures
(Note 7) (678,689) (1,846,697) (442,321) (144,917) (1,211,409)
------------ ------------ ------------ ------------ ------------
Administrative expenses
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (1,529,409) (8,951) 4,561,118 1,473,129 (1,219,701)
Net assets available for benefits:
Beginning of year 6,171,014 21,353,812 5,749,163 2,481,816 16,765,553
------------ ------------ ------------ ------------ ------------
End of year $ 4,641,605 $ 21,344,861 $ 10,310,281 $ 3,954,945 $ 15,545,852
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
RVW MVL
Common Common
Stock Stock Loan Combined
1993 Income Fund Fund Fund Account Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 9,866 $ 4,133,302
Interest income $ 8,578,525 25 $ 442,379 9,152,797
Net appreciation (depreciation)
in fair value of investments
(Note 3) $ 243,116 (1,834) 1,707,402
------------ ------------ ------------ ------------ ------------
Total investment income (loss) 8,578,525 243,116 8,057 442,379 14,993,501
------------ ------------ ------------ ------------ ------------
Contributions (Note 6):
By Plan members 3,889,464 8,823,497
By the Company 1,119,790 2,468,916
------------ ------------ ------------ ------------ ------------
5,009,254 11,292,413
------------ ------------ ------------ ------------ ------------
Transfers into fund from
associated funds 19,791,573 2,487,306 33,736,671
------------ ------------ ------------ ------------ ------------
Transfers out of fund to
associated funds (22,927,705) (265,677) (2,555,780) (33,736,671)
------------ ------------ ------------ ------------ ------------
Transfers to successor trustee
(Note 2) (24,886,776) (609,331) (1,256,154) (34,626,908)
------------ ------------ ------------ ------------ ------------
Withdrawals and forfeitures
(Note 7) (10,516,306) (22,709) (7,548) (262,362) (15,132,958)
------------ ------------ ------------ ------------ ------------
Administrative expenses (67,328) (67,328)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (25,018,763) (654,601) 509 (1,144,611) (23,541,280)
Net assets available for benefits:
Beginning of year 145,660,932 1,907,405 85,049 6,459,314 206,634,058
------------ ------------ ------------ ------------ ------------
End of year $120,642,169 $ 1,252,804 $ 85,558 $ 5,314,703 $183,092,778
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
MANVILLE 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
Government IDS New Blue Chip Asset
Securities Stock Dimensions Advantage Allocation
1992 Fund Fund Fund Fund Fund
------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 2,373,326 $ 273,875 $ 105,458 $ 793,176
Interest income $ 186,633 8 9
Net appreciation (depreciation)
in fair value of investments
(Note 3) (1,061,633) 133,801 24,943 477,913
------------ ------------ ------------ ------------ ------------
Total investment income (loss) 186,633 1,311,701 407,676 130,401 1,271,098
------------ ------------ ------------ ------------ ------------
Contributions (Notes 2 and 6):
By Plan members 908,591 1,443,708 2,036,941 1,044,550 1,456,150
By the Company 478,113 773,835 1,146,764 587,722 776,451
------------ ------------ ------------ ------------ ------------
1,386,704 2,217,543 3,183,705 1,632,272 2,232,601
------------ ------------ ------------ ------------ ------------
Plan to plan transfer in 323,329
------------ ------------ ------------ ------------ ------------
Transfers into fund from
associated funds 7,872,813 1,857,446 3,484,193 1,186,528 2,190,479
------------ ------------ ------------ ------------ ------------
Transfers out of fund to
associated funds (7,852,621) (4,195,198) (1,221,745) (429,910) (3,972,300)
------------ ------------ ------------ ------------ ------------
Withdrawals and forfeitures
(Note 7) (302,902) (1,727,471) (104,666) (37,475) (1,126,927)
------------ ------------ ------------ ------------ ------------
Administrative expenses
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 1,613,956 (535,979) 5,749,163 2,481,816 594,951
Net assets available for benefits:
Beginning of year 4,557,058 21,889,791 16,170,602
------------ ------------ ------------ ------------ ------------
End of year $ 6,171,014 $ 21,353,812 $ 5,749,163 $ 2,481,816 $ 16,765,553
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
RVW MVL
Common Common
Stock Stock Loan Combined
1992 Income Fund Fund Fund Account Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 9,083 $ 3,554,918
Interest income $ 10,409,426 12 $ 488,961 11,085,049
Net appreciation (depreciation)
in fair value of investments
(Note 3) $ (57,866) 7,164 (475,678)
------------ ------------ ------------ ------------ ------------
Total investment income (loss) 10,409,426 (57,866) 16,259 488,961 14,164,289
------------ ------------ ------------ ------------ ------------
Contributions (Notes 2 and 6):
By Plan members 5,602,129 12,492,069
By the Company 3,310,872 7,073,757
------------ ------------ ------------ ------------ ------------
8,913,001 19,565,826
------------ ------------ ------------ ------------ ------------
Plan to plan transfer in 323,329
------------ ------------ ------------ ------------ ------------
Transfers into fund from
associated funds 5,560,817 2,106,458 3,569,961 27,828,695
------------ ------------ ------------ ------------ ------------
Transfers out of fund to
associated funds (7,540,865) (115,676) (2,500,380) (27,828,695)
------------ ------------ ------------ ------------ ------------
Withdrawals and forfeitures
(Note 7) (8,698,118) (25,511) (2,868) (490,718) (12,516,656)
------------ ------------ ------------ ------------ ------------
Administrative expenses (75,960) (75,960)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 8,568,301 1,907,405 13,391 1,067,824 21,460,828
Net assets available for benefits:
Beginning of year 137,092,631 71,658 5,391,490 185,173,230
------------ ------------ ------------ ------------ ------------
End of year $145,660,932 $ 1,907,405 $ 85,049 $ 6,459,314 $206,634,058
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE>
MANVILLE 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
1991 Fund Fund Fund Income Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment income:
Dividend income $ 336,247
Interest income $ 333,139 $ 1,240 591 $ 14,916,683
Net appreciation in fair
value of investments
(Note 3) 5,100,894 2,356,465
------------ ------------ ------------ ------------
Total investment income 333,139 5,102,134 2,693,303 14,916,683
------------ ------------ ------------ ------------
Contributions (Note 6):
By Plan members 438,885 1,401,297 1,297,507 8,313,256
By the Company 182,714 501,411 453,337 3,582,457
------------ ------------ ------------ ------------
621,599 1,902,708 1,750,844 11,895,713
------------ ------------ ------------ ------------
Transfers into fund from
associated funds 21,105,602 9,131,014 11,502,407 10,884,214
------------ ------------ ------------ ------------
Transfers out of fund to
associated funds (6,886,554) (5,458,196) (5,980,078) (35,730,055)
------------ ------------ ------------ ------------
Withdrawals and forfeitures (Note 7) (13,975,083) (2,069,910) (2,166,540) (19,448,157)
------------ ------------ ------------ ------------
Administrative expenses (50,117) (43,116)
------------ ------------ ------------ ------------
Net increase (decrease) 1,198,703 8,557,633 7,799,936 (17,524,718)
Net assets available for benefits:
Beginning of year 3,358,355 13,332,158 8,370,666 154,617,349
------------ ------------ ------------ ------------
End of year $ 4,557,058 $ 21,889,791 $ 16,170,602 $137,092,631
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
MVL
Common
Stock Loan Combined
1991 Fund Account Total
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Dividend income $ 336,247
Interest income $ 437,008 15,688,661
Net appreciation in fair
value of investments
(Note 3) $ 34,494 7,491,853
------------ ------------ ------------
Total investment income 34,494 437,008 23,516,761
------------ ------------ ------------
Contributions (Note 6):
By Plan members 11,450,945
By the Company 4,719,919
------------ ------------ ------------
16,170,864
------------ ------------ ------------
Transfers into fund from
associated funds 3,269,597 55,892,834
------------ ------------ ------------
Transfers out of fund to
associated funds (919) (1,837,032) (55,892,834)
------------ ------------ ------------
Withdrawals and forfeitures (Note 7) (10,179) (480,854) (38,150,723)
------------ ------------ ------------
Administrative expenses (93,233)
------------ ------------ ------------
Net increase (decrease) 23,396 1,388,719 1,443,669
Net assets available for benefits:
Beginning of year 48,262 4,002,771 183,729,561
------------ ------------ ------------
End of year $ 71,658 $ 5,391,490 $185,173,230
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-10-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
---------------------
1. Plan Description:
-----------------
The Manville Employees Thrift Plan (the "Plan"), sponsored by Manville
Corporation (the "Company"), provides eligible U.S. employees a convenient
means for regular and systematic savings with several investment options.
Plan participants have the option of directing the investment of their
contributions and the related Company contribution 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, Blended Income Fund (the "Income Fund") and the Asset
Allocation Fund (managed by The Boston Company, Inc). 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.
In addition to the funds mentioned above, some employees still have
investments in the Common Stock Fund ("MVL Common Stock Fund"), which holds
common stock of the Company. During 1982, the Board of Directors of the
Company suspended further investments in the common stock while the Company
was in Chapter 11 proceedings and offered alternative investment choices.
The Company emerged from Chapter 11 on November 28, 1988 but new investment
in the MVL Common Stock Fund is still not permitted. However, dividends paid
on the Company's common stock of $1.04 per share were received on December
28, 1992, with which 1,078 common shares were purchased, as allowed by the
Plan.
The loan account holds loans made to eligible participants out of their
vested account balances in the aforementioned funds except for the Mutual
Benefit Life Insurance Contract included in the Income Fund (see Note 4).
Principal and interest payments are reinvested in the participant's
investment funds in accordance with the participant's investment election in
effect at the time the payments are made.
-11-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
---------------------
1. Plan Description, continued:
-----------------
At December 31, 1993, there were a total of 4,038 employees participating in
the Plan. They participated in one or more of the funds as follows: 805 in
the U.S. Government Securities Fund, 1,576 in the IDS Stock Fund, 1,343 in
the IDS New Dimensions Fund, 929 in the IDS Blue Chip Advantage Fund, 1,366
in the Asset Allocation Fund, 4,784 in the various contracts (collectively
referred to as the "Income Fund"), 216 in the RVW Common Stock Fund and 272
in the MVL Common Stock Fund. Additionally, 1,309 participants had loans
outstanding through the loan account at December 31, 1993.
2. Transfer to Successor Trustee:
-----------------------------
During January 1993, 1,174 Plan participants with accounts having market
values totalling $33,580,255 were transferred from these funds into the newly
created (effective on January 1, 1993) Riverwood International Corporation
Employees Thrift Plan ("RVW Plan"). Additional accounts of participants who
transferred to Riverwood during 1993 are also reflected. Also included are
the accounts of participants associated with the transfer of certain of the
Company's automotive businesses to a joint venture.
In addition, Company variable matched contributions accrued for at December
31, 1992 by the Plan in the following amounts were made to the RVW Plan
during February 1993:
<TABLE>
<CAPTION>
<S> <C>
U.S. Government Securities Fund $ 59,551
IDS Stock Fund 84,789
IDS New Dimensions Fund 149,758
IDS Blue Chip Advantage Fund 71,093
Asset Allocation Fund 63,346
Income Fund 354,630
--------
$783,167
========
</TABLE>
3. Summary of Significant Accounting Policies:
-------------------------------------------
Investments in the funds are stated at 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.
-12-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
3. Summary of Significant Accounting Policies, continued:
------------------------------------------
IDS New Dimensions Fund quotations obtained directly from the
participating mutual funds.
IDS Blue Chip quotations obtained directly from the
Advantage Fund participating mutual funds.
Asset Allocation Fund quotations obtained directly from the fund's
transfer agent.
Income Fund contract value (cost plus interest less
withdrawals plus contributions).
RVW Common Stock Fund stock quotations obtained from national
securities exchange.
MVL Common Stock Fund 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 collateralized 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.
Contracts held in the Income Fund contain provisions that could reduce the
earnings on the investment below the guaranteed rate if there is an early
discontinuance of the contract.
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.
The Plan has reclassified the presentation of certain prior year information
to conform with the current presentation format.
-13-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
4. Investments:
------------
The number of units and carrying value per unit at December 31, were as
follows:
<TABLE>
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
U.S. Government Securities Fund
-------------------------------
Units 4,574,599 5,926,976
Market value per unit $ 1.00 $ 1.00
IDS Stock Fund*
--------------
Units 1,075,942 1,098,837
Market value per unit $19.72 $19.04
IDS New Dimensions Fund*
-----------------------
Units 701,221 387,311
Market value per unit $14.34 $13.21
IDS Blue Chip Advantage Fund
----------------------------
Units 605,138 351,096
Market value per unit $ 6.37 $ 6.13
Asset Allocation Fund*
---------------------
Units 1,019,850 1,090,785
Market value per unit $15.17 $14.95
Income Fund
-----------
Security Life of Denver Contract:*
Units 23,375,781 --
Contract value per unit $ 1.00 --
Great West Life Assurance Contracts:*
Units 17,821,001 24,914,341
Contract value per unit $ 1.00 $ 1.00
Mutual Benefit Life Insurance Contract:*
Units 16,040,216 16,765,207
Contract value per unit $ 1.00 $ 1.00
Morgan Guaranty Trust Company Investment
Contracts:*
Units 9,491,356 12,797,242
Contract value per unit $ 1.00 $ 1.00
Bankers Trust Investment Contracts:
Units 8,033,713 10,038,018
Contract value per unit $ 1.00 $ 1.00
</TABLE>
-14-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-----------------------
4. Investments, continued:
------------
<TABLE>
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
Income Fund, continued
-----------
Allstate Life Insurance Contracts:
Units 7,986,099 13,424,656
Contract value per unit $ 1.00 $ 1.00
Commonwealth Life Insurance Contracts:
Units 6,321,512 7,831,262
Contract value per unit $ 1.00 $ 1.00
Confederation Life Insurance Contract:
Units 3,928,700 4,866,230
Contract value per unit $ 1.00 $ 1.00
New York Life Insurance Contracts:
Units 2,857,100 9,210,058
Contract value per unit $ 1.00 $ 1.00
Metropolitan Life Insurance Contract:
Units 2,812,899 3,836,450
Contract value per unit $ 1.00 $ 1.00
Continental Assurance Contract:
Units 2,798,981 3,774,003
Contract value per unit $ 1.00 $ 1.00
Life of Virginia Contract:
Units 2,629,901 3,290,205
Contract value per unit $ 1.00 $ 1.00
RVW Common Stock Fund
---------------------
Units 105,247 196,542
Market value per unit $11.91 $ 9.71
MVL Common Stock Fund
---------------------
Units 10,161 9,812
Market value per unit $ 8.50 $ 8.63
Loan Account
------------
Remaining principal balance, at cost $5,494,784 $ 6,629,621
(approximates market)
* Represents at least 5% of net assets available for benefits at
December 31, 1993.
</TABLE>
-15-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-----------------------
4. Investments, continued:
------------
The Plan has entered into investment contracts with various insurance and
investment companies. The contracts are credited with earnings on the
underlying investments and charged for Plan withdrawals and administrative
expenses charged by these companies. The contracts are included in the
financial statements at contract value, as reported by the insurance and
investment companies. Contract value represents contributions under the
contracts, plus earnings, less Plan withdrawals and administrative expenses.
During 1991, the Plan notified Mutual Benefit Life Insurance Company of its
intention to discontinue their group annuity contract held by the Income
Fund. On June 28, 1991, the Plan received $19,578,795 representing 50% of
the May 31, 1991 adjusted contract value (after normal withdrawals plus a
favorable market interest rate adjustment) from Mutual Benefit. Additional
withdrawals totalling $4,501,583 were paid by Mutual Benefit shortly
thereafter.
Mutual Benefit requested, and on July 16, 1991, was placed under,
rehabilitory conservatorship with the state of New Jersey by court order.
Currently, there is no plan to liquidate Mutual Benefit. Mutual Benefit
advised the Plan that the remaining contract discontinuance payments were
suspended pending action on a plan of rehabilitation.
In the interim, payments have been made to participants or beneficiaries in
the case of death, certain hardships and to retirees aged 65 and above who
elected to leave the Plan.
The Plan of Rehabilitation for Mutual Benefit Life Insurance Company was
approved on August 12, 1993, and an order confirming the Plan of
Rehabilitation was signed on November 10, 1993. Under provisions of the
order, Mutual Benefit Life will become insolvent at closing, "consummation,"
and its assets and liabilities will be assumed by a successor company, MBL
Life Assurance Corporation ("MBLLAC"). Closing is scheduled to occur on
April 29, 1994.
The Plan of Rehabilitation offered Plan participants the option of opting out
of the existing contract or accepting participation in a new, restructured
contract to be issued by MBLLAC. Those electing to opt out of the contract
will receive 55% of their account balances with interest credited at 3.5%
annually from July 16, 1991 to payout. Those electing to opt in will be
credited with interest at the contract rate (11.05%) through December 31,
1991, at 4.0% for 1992, at 3.5% for 1993 and at 3.5% for 1994. Interest to
be paid thereafter has not been determined, but will be no less than zero.
Payment of principal and interest will be guaranteed by a consortium of major
insurance companies. Participants who elected on April 4, 1994 to opt out of
the contract will receive $863,703. Those who elected to accept
participation in the restructured contract will be credited with balances
totalling approximately $15,228,000.
-16-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
4. Investments, continued:
------------
During the rehabilitation period, which is expected to extend through
December 31, 1999, withdrawals will remain limited. However, payments will
continue to be made in cases of death and hardship, and out-of-fund
payments will be made to retirees aged 59 1/2 or more who have elected to
leave the Plan.
The Plan of Rehabilitation anticipates that balances in the restructured
contracts will be paid out in five annual installments beginning in the
year 2000. However, should there be insufficient liquidity or assets,
scheduled installment payments may be deferred for up to seven years.
5. Cash and Equivalents:
---------------------
The cash and equivalents of the Income Fund were invested primarily in short-
term U.S. Government Securities.
6. Contributions, Eligibility and Vesting:
---------------------------------------
Pre-tax Contributions - An eligible employee may contribute to the Plan
---------------------
through a reduction in salary on a pre-tax basis (a "401(k)" Plan) from 1% to
6% of salary (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 salary on an after-tax basis regardless of the
percentage of pre-tax contributions.
Company Contributions - The Company contribution is based on a 50% fixed
---------------------
match plus up to 50% variable based on the operating performance of the
Company. Company contributions related to the 50% variable match were
accrued for at December 31, 1992. No accrual was made for this variable
match at December 31, 1993 as the Company did not meet its internal
performance goals. After-tax contributions and rollover contributions are
not matched by the Company. The Company's annual contribution made on
behalf of any one employee is subject to certain maximums as specified in
the Plan and regulated by the Internal Revenue Service.
Eligibility - Full-time permanent salaried employees and non-union employees
-----------
at participating locations are eligible to become Plan participants on the
first day of employment or re-employment. If the employee is a part-time or
temporary, such employee becomes eligible to participate after completing
at least 12 months and 1,000 hours of service. Beginning January 1, 1989,
the Plan allows non-union hourly employees at participating locations to
contribute to the Plan.
-17-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
6. Contributions, Eligibility and Vesting, continued:
---------------------------------------
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.
7. 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 leaves the Company, 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. 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 re-employment 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
voluntary after-tax contributions and the related earnings thereon or the
withdrawal of MVL Common Stock.
The Plan's loan provisions allow a participant to borrow up to 50% 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.
-18-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
7. Withdrawals and Forfeitures and Loans, continued:
--------------------------------------
In July 1991, the Company sold its filtration and industrial minerals
businesses known as Celite Corporation. During November and December 1991,
the remaining related employees' account balances totalling $6,978,762, other
than loans, were transferred into the Money Market Fund. During January
1992, this, in addition to loans of $74,439, were transferred to the
purchaser's trustee. In June 1989, the Company sold its Holophane lighting
systems division and sealing components businesses. The remaining related
employees' plan account balances of $4,139,492 were transferred to the
purchasers' trustees in 1991 and are included in withdrawals and forfeitures.
8. 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 March 22, 1993 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, earnings on
contributions from the Company's retirement plans, 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.
9. 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.
-19-
<PAGE>
MANVILLE EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------
10. Administrative Expenses Paid by Company:
----------------------------------------
The Company paid approximately $156,000, $166,000, $245,000, 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.
11. 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 & Income Fund. The Income Fund
will also be managed by Fidelity. Participants elected from these new funds
where their existing account balances were transferred and future
contributions will be directed. Activity, such as loans, withdrawals 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 Manville Common Stock Fund, the RVW Common Stock Fund, or the Special
Guaranteed Income Contract of the Income Fund, which were also moved to
Fidelity on April 4, 1994.
Also effective April 1, 1994, the maximum pre-tax employee contribution has
been increased from 6% to 9% (8% for "highly compensated employees"), limited
to $9,240 per year. The Company's match will continue to be based on the
employee's first 6% of pre-tax contributions. The maximum after-tax
contribution has been reduced from 10% to 7%. Additionally, contributions
will now be credited to participants' accounts twice a month (previously
credited once a month).
Effective, April 1, 1994, the Plan will be legally known as the
Manville/Schuller Employees Thrift Plan.
-20-
