<PAGE> 1
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, 1994
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:
SCHULLER INTERNATIONAL 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> 2
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 29, 1995
SCHULLER INTERNATIONAL EMPLOYEES
THRIFT PLAN
By: /s/ Ann J. Henley
--------------------------------------
Ann J. Henley
Director, Benefits
<PAGE> 3
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
------------------------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993 AND FOR EACH OF THE
THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1994
<PAGE> 4
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS
------------------------
<TABLE>
<CAPTION>
PAGES
------
<S> <C>
Report of Independent Accountants.................................................... 2
Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information
at December 31, 1994 and 1993................................................... 3-4
Statements of Changes in Net Assets Available for Benefits with Fund Information
for Each of the Three Years in the Period Ended December 31, 1994............... 5-8
Notes to Financial Statements...................................................... 9-16
</TABLE>
1
<PAGE> 5
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 Schuller International Employees Thrift Plan as of December 31,
1994 and 1993 and the statements of changes in net assets available for benefits
for each of the three years in the period ended December 31, 1994. 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 Schuller
International Employees Thrift Plan at December 31, 1994 and 1993, and the
changes in net assets available for benefits for each of the three years in the
period ended December 31, 1994, 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 23, 1995
2
<PAGE> 6
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
FIDELITY
RETIREMENT FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY
GOVERNMENT INCOME ASSET DISCIPLINED VALUE MAGELLAN OTC
1994 MONEY MARKET FUND MANAGER EQUITY FUND FUND FUND PORTFOLIO
- --------------------------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 5):
Common stock of Manville Corporation
at market value (cost $1,236,820)...
Common stock pool of Riverwood
International at market value
(cost $847,220).....................
Commingled funds, at market value:
Fidelity Retirement Government Money
Market ($4,644,246)................ $4,664,246
Fidelity Asset Manager
(cost $29,462,053)................. $28,074,320
Fidelity Disciplined Equity
(cost $19,083,431)................. $19,063,936
Fidelity Value Fund
(cost $9,936,094).................. $ 9,629,671
Fidelity Magellan Fund
(cost $28,153,261)................. $27,941,732
Fidelity OTC Portfolio
(cost $4,012,222).................. $4,091,605
Fidelity International Growth &
Income Fund (cost $7,062,817)......
Investment contracts, at contract
value............................... $77,149,844
Loans to Plan members, at cost
(approximates market)...............
Cash and equivalents (Note 6).......... 3,732,366
Due from associated funds.............. 5,736 36,065 35,791 21,758 15,062 47,358 6,745
Contributions receivable:
Plan members.......................... 11,656 81,064 86,650 51,791 38,998 110,374 21,022
Company............................... 43,183 679,456 685,353 434,438 317,815 971,622 165,636
Accrued income receivable (Note 3).....
---------- ----------- ----------- ----------- ----------- ----------- ----------
Total assets..................... 4,724,821 81,678,795 28,882,114 19,571,923 10,001,546 29,071,086 4,285,008
LIABILITIES
Payable to associated funds............
---------- ----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits...... $4,724,821 $81,678,795 $28,882,114 $19,571,923 $10,001,546 $29,071,086 $4,285,008
========== =========== =========== =========== =========== =========== ==========
<CAPTION>
FIDELITY HVL
INTERNATIONAL RVW COMMON
GROWTH & STOCK STOCK LOAN COMBINED
1994 INCOME POOL FUND ACCOUNT TOTAL
- --------------------------------------- ------------- -------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4 and 5):
Common stock of Manville Corporation
at market value (cost $1,236,820)... $84,026 $ 84,026
Common stock pool of Riverwood
International at market value
(cost $847,220)..................... $949,988 949,988
Commingled funds, at market value:
Fidelity Retirement Government Money
Market ($4,644,246)................ 4,664,246
Fidelity Asset Manager
(cost $29,462,053)................. 28,074,320
Fidelity Disciplined Equity
(cost $19,083,431)................. 19,063,936
Fidelity Value Fund
(cost $9,936,094).................. 9,629,671
Fidelity Magellan Fund
(cost $28,153,261)................. 27,941,732
Fidelity OTC Portfolio
(cost $4,012,222).................. 4,091,605
Fidelity International Growth &
Income Fund (cost $7,062,817)...... $ 6,627,226 6,627,226
Investment contracts, at contract
value............................... 77,149,844
Loans to Plan members, at cost
(approximates market)............... $5,749,075 5,749,075
Cash and equivalents (Note 6).......... 3,732,366
Due from associated funds.............. 13,808 182,323
Contributions receivable:
Plan members.......................... 36,740 438,295
Company............................... 309,536 3,607,039
Accrued income receivable (Note 3)..... 36,468 36,468
---------- -------- ------- ---------- ------------
Total assets..................... 6,987,310 949,988 84,026 5,785,543 192,022,160
LIABILITIES
Payable to associated funds............ 182,325 182,325
---------- -------- ------- ---------- ------------
Net assets available for benefits...... $ 6,987,310 $949,988 $84,026 $5,603,218 $191,839,835
========== ======== ======= ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
U.S. IDS IDS
GOVERNMENT IDS NEW BLUE CHIP ASSET RVW
SECURITIES STOCK DIMENSIONS ADVANTAGE ALLOCATION INCOME STOCK
1993 FUND FUND FUND FUND FUND FUND POOL
- ------------------------------- ---------- ----------- ----------- ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 3, 4,
5 and 8):
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)........... $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
Loans to plan members, at cost
(approximates market).......
Cash and equivalents
(Note 6)...................... 3,953 16,056,485
Due from associated funds...... 8,761 20,953 84,634 16,309 20,743 87,292
Contributions receivable:
Plan members.................. 33,956 81,991 123,819 62,080 79,210 291,923
Company....................... 13,771 30,717 46,321 23,035 29,439 112,041
Accrued income receivable (Note
3)............................ 10,518 2,404
---------- ----------- ----------- ---------- ----------- ------------ ----------
Total assets............ 4,641,605 21,345,861 10,310,281 3,954,945 15,604,463 120,647,404 1,253,075
LIABILITIES
Accrued Expenses payable....... 5,235
Payable to associated funds.... 58,611
Payable to trustee............. 1,000 271
----------- ----------- ------------ ----------
Total liabilities....... 1,000 58,611 5,235 271
---------- ----------- ----------- ---------- ----------- ------------ ----------
Net assets available for
benefits...................... $4,641,605 $21,344,861 $10,310,281 $3,954,945 $15,545,852 $120,642,169 $1,252,804
========== =========== =========== ========== =========== ============ ==========
<CAPTION>
MVL
COMMON
STOCK LOAN COMBINED
1993 FUND ACCOUNT TOTAL
- ------------------------------- ------- ---------- ------------
<S> <C> <C> <C>
ASSETS
Investments (Notes 3, 4,
5 and 8):
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
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
Loans to plan members, at cost
(approximates market)....... $5,494,784 5,494,784
Cash and equivalents
(Note 6)...................... 16,060,438
Due from associated funds...... 238,692
Contributions receivable:
Plan members.................. 672,979
Company....................... 255,324
Accrued income receivable (Note
3)............................ 12,922
------- ---------- ------------
Total assets............ 85,558 5,494,784 183,337,976
LIABILITIES
Accrued Expenses payable....... 5,235
Payable to associated funds.... 180,081 238,692
Payable to trustee............. 1,271
------- ---------- ------------
Total liabilities....... 180,081 245,198
------- ---------- ------------
Net assets available for
benefits...................... $85,558 $5,314,703 $183,092,778
======= ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 8
SCHULLER INTERNATIONAL 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, 1994
<TABLE>
<CAPTION>
U.S. IDS IDS FIDELITY
GOVERNMENT IDS NEW BLUE CHIP ASSET RETIREMENT
SECURITIES STOCK DIMENSIONS ADVANTAGE ALLOCATION GOVERNMENT INCOME
1994 FUND FUND FUND FUND FUND MONEY MARKET FUND
- ---------------------------------- ----------- ------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest income (loss)........... $ 33,209 $ (459) $ 6,305,577
Dividend income.................. $ 159,915 $ 12,959 137,591
Net appreciation (depreciation)
in fair value of investments
(Note 3)....................... (854,700) $ (414,168) (144,577) $ (567,175)
---------- ------------ ------------ ----------- ------------ ---------- ------------
Total investment income (loss).... 33,209 (694,785) (414,168) (131,618) (567,175) 137,132 6,305,577
---------- ------------ ------------ ----------- ------------ ---------- ------------
Transfer from predecessor trustee
(Note 1)......................... 4,826,995 117,457,790
---------- ------------ ------------ ----------- ------------ ---------- ------------
Contributions (Note 7):
By Plan members.................. 237,937 394,947 693,877 315,213 411,776 194,916 2,465,670
By the Company................... 9,135 111,911 171,805 82,337 112,750 243,973 1,457,028
---------- ------------ ------------ ----------- ------------ ---------- ------------
247,072 506,858 865,682 397,550 524,526 438,889 3,922,698
---------- ------------ ------------ ----------- ------------ ---------- ------------
Transfers into fund from
associated funds................. 380,503 418,394 1,916,413 432,103 1,003,418 2,659,977 13,751,759
---------- ------------ ------------ ----------- ------------ ---------- ------------
Transfers out of fund to
associated funds................. (282,005) (1,407,450) (1,021,790) (549,654) (609,462) (2,841,039) (51,328,926)
---------- ------------ ------------ ----------- ------------ ---------- ------------
Transfer to successor trustee
(Note 1)......................... (4,826,995) (19,639,633) (11,413,148) (3,996,068) (15,569,693) (117,457,790)
---------- ------------ ------------ ----------- ------------ ---------- ------------
Withdrawals and forfeitures (Note
8)............................... (193,389) (528,245) (243,270) (107,258) (327,466) (496,957) (11,614,039)
---------- ------------ ------------ ----------- ------------ ---------- ------------
Administrative expenses........... (176) (443)
---------- ------------ ------------ ----------- ------------ ---------- ------------
Net increase (decrease)........... (4,641,605) (21,344,861) (10,310,281) (3,954,945) (15,545,852) 4,724,821 (38,963,374)
Net assets available for benefits:
Beginning of year................ 4,641,605 21,344,861 10,310,281 3,954,945 15,545,852 0 120,642,169
---------- ------------ ------------ ----------- ------------ ---------- ------------
End of year...................... $ 0 $ 0 $ 0 $ 0 $ 0 $4,724,821 $ 81,678,795
========== ============ ============ =========== ============ ========== ============
<CAPTION>
FIDELITY FIDELITY
ASSET DISCIPLINED
1994 MANAGER EQUITY FUND
- ---------------------------------- ----------- ------------
<S> <C> <C>
Investment Income:
Interest income (loss)........... $ 96 $ 59
Dividend income.................. 868,683 780,072
Net appreciation (depreciation)
in fair value of investments
(Note 3)....................... (1,319,451) 457,063
----------- ------------
Total investment income (loss).... (450,672) 1,237,194
----------- ------------
Transfer from predecessor trustee
(Note 1)......................... 15,569,693 23,635,701
----------- ------------
Contributions (Note 7):
By Plan members.................. 1,762,501 1,034,943
By the Company................... 1,171,368 720,180
----------- ------------
2,933,869 1,755,123
----------- ------------
Transfers into fund from
associated funds................. 17,323,716 6,778,642
----------- ------------
Transfers out of fund to
associated funds................. (5,719,132) (13,125,190)
----------- ------------
Transfer to successor trustee
(Note 1).........................
----------- ------------
Withdrawals and forfeitures (Note
8)............................... (775,021) (709,438)
----------- ------------
Administrative expenses........... (339) (109)
----------- ------------
Net increase (decrease)........... 28,882,114 19,571,923
Net assets available for benefits:
Beginning of year................ 0 0
----------- ------------
End of year...................... $28,882,114 $ 19,571,923
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 9
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION -- (CONTINUED)
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
FIDELITY MVL
FIDELITY FIDELITY FIDELITY INTERNATIONAL RVW COMMON
VALUE MAGELLAN OTC GROWTH & STOCK STOCK LOAN COMBINED
1994 FUND FUND PORTFOLIO INCOME POOL FUND ACCOUNT TOTAL
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment
Income:
Interest
income
(loss).... $ 34 $ 127 $ 17 $ 34 $ 442,150 $ 6,780,844
Dividend
income.... 528,278 479,332 36,139 209,603 3,212,572
Net
appreciation
(depreciation)
in fair
value of
investments
(Note
3)........ (296,148) (335,122) 78,369 (461,402) $ (51,299) $ 6,332 (3,902,278)
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Total
investment
income
(loss)...... 232,164 144,337 114,525 (251,765) (51,299) 6,332 442,150 6,091,138
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Transfer from
predecessor
trustee
(Note 1).... 0 11,413,148 0 0 1,015,677 80,040 5,460,131 179,459,175
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Contributions
(Note 7):
By Plan
members... 757,732 2,308,722 357,012 688,678 11,623,924
By the
Company... 514,350 1,648,916 271,190 536,917 7,051,860
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
1,272,082 3,957,638 628,202 1,225,595 18,675,784
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Transfers into
fund from
associated
funds....... 9,630,380 19,258,200 3,922,282 7,041,807 2,748,712 87,266,306
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Transfers out
of fund to
associated
funds....... (1,073,167) (5,178,353) (351,999) (954,346) (230,904) (4,784) (2,588,105) (87,266,306)
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Transfer to
successor
trustee
(Note 1).... (1,015,677) (80,040) (5,460,131) (179,459,175)
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Withdrawals
and
forfeitures
(Note 8).... (59,872) (523,816) (27,994) (73,981) (20,613) (3,080) (314,242) (16,018,681)
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Administrative
expenses.... (41) (68) (8) 0 (1,184)
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
Net increase
(decrease)... 10,001,546 29,071,086 4,285,008 6,987,310 (302,816) (1,532) 288,515 8,747,057
Net assets
available
for
benefits:
Beginning of
year...... 0 0 0 0 1,252,804 85,558 5,314,703 183,092,778
----------- ----------- ---------- ---------- ----------- -------- ----------- -------------
End of
year...... $10,001,546 $29,071,086 $4,285,008 $6,987,310 $ 949,988 $ 84,026 $ 5,603,218 $ 191,839,835
========== ========== ========= ========= ========== ======== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 10
SCHULLER INTERNATIONAL 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, 1994
<TABLE>
<CAPTION>
U.S. IDS IDS MVL
GOVERNMENT IDS NEW BLUE CHIP ASSET RVW COMMON
SECURITIES STOCK DIMENSIONS ADVANTAGE ALLOCATION STOCK STOCK
1993 FUND FUND FUND FUND FUND INCOME FUND POOL FUND
- --------------------------- ----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend income........... $ 2,396,512 $ 481,827 $ 277,008 $ 968,089 $9,866
Interest income........... $ 131,868 $ 8,578,525 25
Net appreciation
(depreciation) in fair
value of investments
(Note 3)................ 668,299 475,263 54,118 268,440 $ 243,116 (1,834)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Total investment income
(loss).................... 131,868 3,064,811 957,090 331,126 1,236,529 8,578,525 243,116 8,057
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Contributions (Note 7):
By Plan members........... 454,543 1,081,652 1,506,374 770,119 1,121,345 3,889,464
By the Company............ 121,045 297,572 388,362 209,739 332,408 1,119,790
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
575,588 1,379,224 1,894,736 979,858 1,453,753 5,009,254
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Transfers into fund from
associated funds.......... 1,126,228 2,154,273 5,295,023 1,485,921 1,396,347 19,791,573
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Transfers out of fund to
associated funds.......... (1,433,000) (1,841,705) (1,773,363) (477,866) (2,461,575) (22,927,705) (265,677)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Transfers to successor
trustee (Note 2).......... (1,251,404) (2,918,857) (1,370,047) (700,993) (1,633,346) (24,886,776) (609,331)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Withdrawals and forfeitures
(Note 8).................. (678,689) (1,846,697) (442,321) (144,917) (1,211,409) (10,516,306) (22,709) (7,548)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Administrative expenses.... (67,328)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
Net increase (decrease).... (1,529,409) (8,951) 4,561,118 1,473,129 (1,219,701) (25,018,763) (654,601) 509
Net assets available for
benefits:
Beginning of year......... 6,171,014 21,353,812 5,749,163 2,481,816 16,765,553 145,660,932 1,907,405 85,049
----------- ----------- ----------- ---------- ----------- ------------ ---------- -------
End of year............... $ 4,641,605 $21,344,861 $10,310,281 $3,954,945 $15,545,852 $120,642,169 $1,252,804 $85,558
=========== =========== =========== ========== =========== ============ ========== =======
<CAPTION>
LOAN COMBINED
1993 ACCOUNT TOTAL
- --------------------------- ----------- ------------
<S> <C> <C>
Investment Income:
Dividend income........... $ 4,133,302
Interest income........... $ 442,379 9,152,797
Net appreciation
(depreciation) in fair
value of investments
(Note 3)................ 1,707,402
----------- ------------
Total investment income
(loss).................... 442,379 14,993,501
----------- ------------
Contributions (Note 7):
By Plan members........... 8,823,497
By the Company............ 2,468,916
----------- ------------
11,292,413
----------- ------------
Transfers into fund from
associated funds.......... 2,487,306 33,736,671
----------- ------------
Transfers out of fund to
associated funds.......... (2,555,780) (33,736,671)
----------- ------------
Transfers to successor
trustee (Note 2).......... (1,256,154) (34,626,908)
----------- ------------
Withdrawals and forfeitures
(Note 8).................. (262,362) (15,132,958)
----------- ------------
Administrative expenses.... (67,328)
----------- ------------
Net increase (decrease).... (1,144,611) (23,541,280)
Net assets available for
benefits:
Beginning of year......... 6,459,314 206,634,058
----------- ------------
End of year............... $ 5,314,703 $183,092,778
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 11
SCHULLER INTERNATIONAL 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, 1994
<TABLE>
<CAPTION>
U.S. IDS IDS
GOVERNMENT IDS NEW BLUE CHIP ASSET RVW
SECURITIES STOCK DIMENSIONS ADVANTAGE ALLOCATION INCOME STOCK
1992 FUND FUND FUND FUND FUND FUND POOL
- ---------------------------- ----------- ----------- ----------- ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend income............ $ 2,373,326 $ 273,875 $ 105,458 $ 793,176
Interest income............ $ 186,633 8 9 $ 10,409,426
Net appreciation
(depreciation) in fair
value of investments
(Note 3)................. (1,061,633) 133,801 24,943 477,913 $ (57,866)
---------- ----------- ---------- ---------- ----------- ------------ ----------
Total investment income
(loss)..................... 186,633 1,311,701 407,676 130,401 1,271,098 10,409,426 (57,866)
---------- ----------- ---------- ---------- ----------- ------------ ----------
Contributions (Notes 2 and
6):
By Plan members............ 908,591 1,443,708 2,036,941 1,044,550 1,456,150 5,602,129
By the Company............. 478,113 773,835 1,146,764 587,722 776,451 3,310,872
---------- ----------- ---------- ---------- ----------- ------------ ----------
1,386,704 2,217,543 3,183,705 1,632,272 2,232,601 8,913,001
---------- ----------- ---------- ---------- ----------- ------------ ----------
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 5,560,817 2,106,458
---------- ----------- ---------- ---------- ----------- ------------ ----------
Transfers out of fund to
associated funds........... (7,852,621) (4,195,198) (1,221,745) (429,910) (3,972,300) (7,540,865) (115,676)
---------- ----------- ---------- ---------- ----------- ------------ ----------
Withdrawals and forfeitures
(Note 7)................... (302,902) (1,727,471) (104,666) (37,475) (1,126,927) (8,698,118) (25,511)
---------- ----------- ---------- ---------- ----------- ------------ ----------
Administrative expenses..... (75,960)
---------- ----------- ---------- ---------- ----------- ------------ ----------
Net increase (decrease)..... 1,613,956 (535,979) 5,749,163 2,481,816 594,951 8,568,301 1,907,405
Net assets available for
benefits:
Beginning of year.......... 4,557,058 21,889,791 16,170,602 137,092,631
---------- ----------- ---------- ---------- ----------- ------------ ----------
End of year................ $6,171,014 $21,353,812 $5,749,163 $2,481,816 $16,765,553 $145,660,932 $1,907,405
========== =========== ========== ========== =========== ============ ==========
<CAPTION>
MVL
COMMON
STOCK LOAN COMBINED
1992 FUND ACCOUNT TOTAL
- ---------------------------- ------- ---------- ------------
<S> <C> <C> <C>
Investment Income:
Dividend income............ $9,083 $ 3,554,918
Interest income............ 12 $ 488,961 11,085,049
Net appreciation
(depreciation) in fair
value of investments
(Note 3)................. 7,164 (475,678)
------ ---------- ------------
Total investment income
(loss)..................... 16,259 488,961 14,164,289
------ ---------- ------------
Contributions (Notes 2 and
6):
By Plan members............ 12,492,069
By the Company............. 7,073,757
------ ---------- ------------
19,565,826
------ ---------- ------------
Plan to plan transfer in.... 323,329
------ ---------- ------------
Transfers into fund from
associated funds........... 3,569,961 27,828,695
------ ---------- ------------
Transfers out of fund to
associated funds........... (2,500,380) (27,828,695)
------ ---------- ------------
Withdrawals and forfeitures
(Note 7)................... (2,868) (490,718) (12,516,656)
------ ---------- ------------
Administrative expenses..... (75,960)
------ ---------- ------------
Net increase (decrease)..... 13,391 1,067,824 21,460,828
Net assets available for
benefits:
Beginning of year.......... 71,658 5,391,490 185,173,230
------ ---------- ------------
End of year................ $85,049 $6,459,314 $206,634,058
======= ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
8
<PAGE> 12
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
The Schuller International Employees Thrift Plan (the "Plan") -- formerly
the Manville Employees Thrift Plan -- is sponsored by Manville Corporation
("Manville"), and offered through Schuller International (the "Company"), a
wholly owned subsidiary of Manville. The Plan provides eligible employees a
convenient means for regular and systematic savings with several investment
options. Plan participants have the option of directing the investment of theirs
and related Company contributions into any one or a combination of separate
funds. From 1992 through March 31, 1994, IDS Trust, the trustee of the Plan's
assets, administered, managed and reported the Plan's investment transactions.
Beginning April 1, 1994, these responsibilities were transferred to Fidelity
Institutional Retirement Services Company ("Fidelity"). The Plan now offers the
following new funds as investment options: the Retirement Government Money
Market Portfolio, Asset Manager, Disciplined Equity Fund, Value Fund, Magellan
Fund, OTC Portfolio the International Growth & Income Fund, and the Blended
Income Fund (along with Mutual Benefit Life, and Confederation Life,
collectively referred to as the "Income Fund"). Participants elected from these
new funds where their existing account balances were transferred and how future
contributions will be directed. Loans and fund transfer transactions were
suspended 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. Plan participants with accounts having market values totalling
$179,459,175 were transferred into the Fidelity funds. Summarized information
regarding eligibility, vesting, contributions and benefits is provided in the
Summary Plan Document.
In June 1992, Riverwood International Corporation ("Riverwood"), a
subsidiary of Manville, completed an initial public offering of 12.1 million
shares of common stock. In connection with this offering, units in a stock pool
("RVW Stock Pool") 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. Investments in the Riverwood stock pool are
being held in the RVW Stock Pool.
In addition to the funds mentioned above, some participants still have
investments in the Manville Common Stock Fund, which holds common stock of
Manville. During 1982, the Board of Directors of Manville suspended further
investments in the common stock while Manville was in Chapter 11 proceedings and
offered alternative investment choices. Manville emerged from Chapter 11 on
November 28, 1988 but new investment in the Manville 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 and the Confederation Life Insurance Contract,
included in the Income Fund (see Note 4). Principal and interest payments are
reinvested in the participants investment funds in accordance with the
participant's investment election in effect at the time the payments are made.
At December 31, 1994, there were a total of 4,489 participants in the Plan.
They participated in one or more of the funds as follows: 565 in the Retirement
Government Money Market Portfolio, 1,975 in the Asset Manager, 1,819 in the
Disciplined Equity Fund, 1,169 in the Value Fund, 2,369 in the Magellan Fund,
739 in the OTC Portfolio, 1,187 in the International Growth & Income Fund, 6,033
in the Income Fund, 187 in the RVW Stock Pool, and 254 in the Manville Common
Stock Fund. Additionally, 1,339 participants had loans outstanding through the
loan account at December 31, 1994.
9
<PAGE> 13
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
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 Manville'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>
<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:
<TABLE>
<S> <C>
Retirement Government
Money Market............ original cost plus accrued interest.
Asset Manager............. quotations obtained directly from mutual fund
company.
Disciplined Equity Fund... quotations obtained directly from mutual fund
company.
Value Fund................ quotations obtained directly from mutual fund
company.
Magellan Fund............. quotations obtained directly from mutual fund
company.
OTC Portfolio............. quotations obtained directly from mutual fund
company.
International Growth &
Income Fund............. quotations obtained directly from mutual fund
company.
Income Fund............... contract value (original cost plus accrued interest
and contributions less withdrawals.)
RVW Stock Pool............ stock quotations from New York Stock Exchange.
Manville Common
Stock Fund.............. stock quotations from New York Stock Exchange.
</TABLE>
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, 1994 and 1993.
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 is exposed to credit risk in the event of nonperformance by the
counterparties to financial instruments but has no off-balance-sheet credit risk
of accounting loss. The Plan anticipates, however, that counterparties will be
able to fully satisfy their obligations under the contracts. The Plan does not
require collateral or other security to support investments with credit risk.
10
<PAGE> 14
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
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, including
derivatives. See Note 5.
The Plan has reclassified the presentation of certain prior year
information to conform with the current presentation format.
4. INVESTMENTS:
The number of units and carrying value per unit at December 31, were as
follows:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
FIDELITY RETIREMENT GOVERNMENT MONEY MARKET
Units..................................................... 4,664,246
Market value per unit..................................... $1.00
FIDELITY ASSET MANAGER
Units..................................................... 2,029,958
Market value per unit..................................... $13.83
FIDELITY DISCIPLINED EQUITY FUND
Units..................................................... 1,062,650
Market value per unit..................................... $17.94
FIDELITY VALUE FUND
Units..................................................... 235,964
Market value per unit..................................... $40.81
FIDELITY MAGELLAN FUND
Units..................................................... 418,289
Market value per unit..................................... $66.80
FIDELITY OTC PORTFOLIO
Units..................................................... 175,832
Market value per unit..................................... $23.27
FIDELITY INTERNATIONAL GROWTH & INCOME
Units..................................................... 400,921
Market value per unit..................................... $16.53
INCOME FUND
Security Life of Denver Contract*:
Units.................................................. 17,402,132 23,375,781
Contract value per unit................................ $1.00 $1.00
Mutual Benefit Life Insurance Contract*:
Units.................................................. 14,990,905 16,040,216
Contract value per unit................................ $1.00 $1.00
Bankers Trust Investment Contracts:
Units.................................................. 7,081,064 8,033,713
Contract value per unit................................ $1.00 $1.00
Great West Life Assurance Contracts:
Units.................................................. 7,005,218 17,821,001
Contract value per unit................................ $1.00 $1.00
</TABLE>
11
<PAGE> 15
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
4. INVESTMENTS, CONTINUED:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
J.P. Morgan Securities Insurance Contract:
Units.................................................. 6,110,207
Contract value per unit................................ $1.00
Commonwealth Life Insurance Contracts:
Units.................................................. 5,924,169 6,321,512
Contract value per unit................................ $1.00 $1.00
Confederation Life Insurance Contract:
Units.................................................. 3,733,308 3,928,700
Contract value per unit................................ $1.00 $1.00
New York Life Insurance Contracts:
Units.................................................. 2,646,826 2,857,100
Contract value per unit................................ $1.00 $1.00
CNA Insurance Company Contract:
Units.................................................. 2,608,196
Contract value per unit................................ $1.00
Sun Life Insurance of America Contract:
Units.................................................. 2,505,290
Contract value per unit................................ $1.00
Protective Life Insurance Contract:
Units.................................................. 2,505,264
Contract value per unit................................ $1.00
Life of Virginia Contract:
Units.................................................. 2,357,665 2,629,901
Contract value per unit................................ $1.00 $1.00
Morgan Guaranty Trust Company Investment Contracts:
Units.................................................. 2,279,600 9,491,356
Contract value per unit................................ $1.00 $1.00
Allstate Life Insurance Contracts:
Units.................................................. 7,986,099
Contract value per unit................................ $1.00
Metropolitan Life Insurance Contract:
Units.................................................. 2,812,899
Contract value per unit................................ $1.00
Continental Assurance Contract:
Units.................................................. 2,798,981
Contract value per unit................................ $1.00
RVW STOCK POOL
Units..................................................... 84,722 105,247
Market value per unit..................................... $11.21 $11.91
MVL COMMON STOCK FUND
Units..................................................... 7,332 10,161
Market value per unit..................................... $11.46 $8.50
</TABLE>
12
<PAGE> 16
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
4. INVESTMENTS, CONTINUED:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
LOAN ACCOUNT
Remaining principal balance, at cost
(approximates market).................................. $5,749,075 $5,494,784
U.S. GOVERNMENT SECURITIES FUND
Units..................................................... 4,574,599
Market value per unit..................................... $1.00
IDS STOCK FUND
Units..................................................... 1,075,942
Market value per unit..................................... $19.72
IDS NEW DIMENSIONS FUND
Units..................................................... 701,221
Market value per unit..................................... $14.34
IDS BLUE CHIP ADVANTAGE FUND
Units..................................................... 605,138
Market value per unit..................................... $6.37
ASSET ALLOCATION FUND
Units..................................................... 1,019,850
Market value per unit..................................... $15.17
</TABLE>
- ---------------
* Represents at least 5% of net assets available for benefits at December 31,
1994.
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 1994, Canadian and U.S. regulators seized control of Confederation
Life Insurance Company ("Confederation Life"), a significant issuer of
guaranteed investment contracts, or GICS, after Confederation Life failed to
obtain capital support from a consortium of Canadian and U.S. insurers. On
August 12, 1994, Michigan regulators obtained a court order in Ingram County
Circuit Court placing the U.S. branch of Confederation Life in rehabilitation.
As of December 31, 1994, the Income Fund held a $3.7 million investment
contract with Confederation Life. This contract represented 4.6% of the net
assets of the Income Fund at December 31, 1994. The Plan has segregated the
assets of the contract, and during this rehabilitation period participants will
continue to have access to the remainder of the Income Fund. Presently,
adjustment, if any, to reduce the carrying value of the contract to net
realizable value cannot be determined and is not reflected in the financial
statements.
On February 20, 1995, Confederation Life issued an administrative update
which outlined the following procedures for permitting certain hardship
withdrawals: withdrawals are limited to 10% of the participant's account balance
per year for normal retirement and disability, and no withdrawals are processed
for early retirement; entire account balances will be paid to the participant's
beneficiaries in the event of a participant's death; hardship withdrawals will
be permitted for situations that fall under the IRS and Plan definitions of
hardship withdrawals; and no withdrawals are processed for employee
terminations, loans, transfers, etc. The Plan received 1.5% of the contract
balance in order to honor the above types of withdrawals.
13
<PAGE> 17
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
4. INVESTMENTS, CONTINUED:
During 1991, the Plan notified Mutual Benefit Life Insurance Company
("Mutual Benefit") 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. On April 29, 1994, under provisions of the
order, Mutual Benefit Life became insolvent and its assets and liabilities were
assumed by a successor company, MBL Life Assurance Corporation ("MBLLAC").
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 has been guaranteed by a consortium of major insurance companies.
Participants who elected on April 4, 1994 to opt out of the contract received
$863,703. Those who elected to accept participation in the restructured contract
were credited with balances totalling approximately $15,228,000.
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. DERIVATIVE FINANCIAL INSTRUMENTS:
At December 31, 1994, the Plan has only limited involvement with derivative
financial instruments and does not use them for trading purposes.
The fair value of derivatives is estimated as the amounts the Plan would
receive or pay to terminate the contracts at the reporting date, taking into
account the current unrealized gains or losses on open contracts. Market or
dealer quotes are available for many derivatives; otherwise, pricing or
valuation models are applied to current market information to estimate fair
value.
Investments in the Fidelity funds consist of various derivative financial
instruments such as futures, forward, swap or option contracts. At December 31,
1994, derivative transactions in these funds include domestic and international
equity futures, structured notes and foreign exchange forward contracts.
The objective of the funds' investments ("long positions") in domestic
equity futures is to remain fully invested as well as to maintain liquidity. The
funds' short positions in domestic equity futures represent the
14
<PAGE> 18
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
5. DERIVATIVE FINANCIAL INSTRUMENTS, CONTINUED
sale of financial instruments which function as hedges against declines in
equity prices. Futures contracts are settled on a daily basis using funds set
aside in separate accounts.
Structured notes are created with terms that are linked to underlying
markets or changes in economic conditions. The structured notes are utilized
because they allow the funds to invest in certain investments that are otherwise
unavailable.
Foreign exchange forward contracts are entered into to manage foreign
currency exchange exposures and to hedge the funds' investments against currency
fluctuations.
An immaterial portion of the total assets of the Asset Manager Fund, the
Disciplined Equity Fund and the Value Fund, has been invested in derivative
financial instruments. The International Growth & Income Fund, however, has
approximately 40 percent of its total assets invested in derivatives, of which
approximately 90 percent of those derivative instruments represent foreign
exchange forward contracts. Because the International Growth & Income Fund
invests primarily in international markets, it is reasonable to conclude that
its foreign currency exposure is normally higher than for most domestic funds.
6. CASH AND EQUIVALENTS:
The cash and equivalents of the Income Fund were invested primarily in
short-term U.S. Government Securities.
7. CONTRIBUTIONS, ELIGIBILITY AND VESTING:
Pre-tax Contributions -- From January 1, 1994 through March 31, 1994, an
eligible employee could 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). As of April 1, 1994, 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 9% of salary (defined as regular fixed compensation plus commissions,
bonuses, overtime pay and profit sharing distributions) or, for highly
compensated employees, from 1% to 8% of salary on a pre-tax basis.
After-tax Contributions -- From January 1, 1994 through March 31, 1994,
employees could 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. As of
April 1, 1994, employees may elect to contribute 1% to 7% (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.
No accrual was made for this variable match at December 31, 1993 as the Company
did not meet its internal performance goals. Company contributions of $3,528,407
related to the 50% variable match were accrued for at December 31, 1994.
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 hourly
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.
15
<PAGE> 19
SCHULLER INTERNATIONAL EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
8. 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.
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.
In July 1991, Manville 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.
9. 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.
10. 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.
11. ADMINISTRATIVE EXPENSES PAID BY COMPANY:
The Company paid approximately $151,000, $156,000, and $166,000, in 1994,
1993 and 1992, respectively, of administrative expenses to the Plan's trustee on
behalf of the Plan, which are not included in the financial statements.
16
