<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, 1995
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 HOURLY EMPLOYEES THRIFT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive
office:
Schuller 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 20, 1996 SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
By: /s/ Ann J. Henley
------------------------------
Ann J. Henley
Director, Benefits
2
<PAGE> 3
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
____________________
REPORT ON AUDIT OF FINANCIAL STATEMENTS
as of December 31, 1995 and 1994 and for
the Year Ended December 31, 1995
<PAGE> 4
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
____________________
<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, 1995 and 1994 3 - 6
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year
Ended December 31, 1995 7 - 8
Notes to Financial Statements 9 - 16
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
(Item 27a Form 5500) 17
Schedule of Reportable Transactions
(Item 27d Form 5500) 18
</TABLE>
-1-
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee
of the Board of Directors of Schuller Corporation:
We have audited the accompanying statements of net assets available for
benefits of the Schuller International Hourly Employees Thrift Plan as of
December 31, 1995 and 1994 and the statement of changes in net assets available
for benefits for the year ended December 31, 1995. These financial statements
are the responsibility of the Plan'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 Hourly Employees Thrift Plan at December 31, 1995 and 1994, and
the changes in net assets available for benefits for the year ended December
31, 1995, 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 supplemental schedules are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statements 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 Supplemental Schedules and Fund Information have been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------------
COOPERS & LYBRAND L.L.P.
Denver, Colorado
June 20, 1996
-2-
<PAGE> 6
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Retirement
Government
Money Managed International
Market Income Asset Disciplined Value Magellan OTC Growth and
1995 Portfolio Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- ---------- --------- --------- ------------ -------- ----------- --------- -----------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,061,473) $1,061,473
Managed Income Portfolio
(cost $944,449) $944,449
Asset Manager (cost $1,452,585) $1,573,063
Disciplined Equity (cost $1,437,155) $1,542,081
Value Fund (cost $753,867) $849,941
Magellan Fund (cost $2,834,053) $3,311,967
OTC Portfolio (cost $460,105) 531,823
International Growth and
Income Fund (cost $573,962) $589,528
RVW Stock Pool (cost $5,690)
Loans to Plan members, at cost
Due from associated funds 2,424 4,154 4,153 3,173 1,832 7,198 906 2,136
Contributions receivable:
Plan members 11,650 9,203 16,982 13,866 8,693 33,261 5,401 7,361
Company 1,823 1,348 2,297 1,857 1,191 4,647 759 1,266
Cash and accrued income receivable
(Note 2)
---------- -------- ---------- ---------- -------- ---------- -------- --------
Total assets 1,077,370 959,154 1,596,495 1,560,977 861,657 3,357,073 538,889 600,291
LIABILITIES
Payable to associated funds
---------- -------- ---------- ---------- -------- ---------- -------- --------
Net assets available for benefits $1,077,370 $959,154 $1,596,495 $1,560,977 $861,657 $3,357,073 $538,889 $600,291
========== ======== ========== ========== ======== ========== ======== ========
</TABLE>
The accompany notes are an integral part of these financial statements.
-3-
<PAGE> 7
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 and 1994
<TABLE>
<CAPTION>
RVW
Stock Loan Combined
1995 (Continued) Pool Account Total
---- ------ ------- --------
ASSETS
<S> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money $ 1,061,473
Market Portfolio (cost $1,061,473)
Managed Income Portfolio
(cost $944,449) 944,449
Asset Manager (cost $1,452,585) 1,573,063
Disciplined Equity (cost $1,473,155) 1,542,081
Value Fund (cost $753,867) 849,941
Magellan Fund (cost $2,834,053) 3,311,967
OTC Portfolio (cost $460,105) 531,823
International Growth and
Income Fund (cost $573,962) 589,528
RVW Stock Pool (cost $5,690) $7,843 7,843
Loans to Plan members, at cost $646,896 646,896
Due from associated funds 25,976
Contributions receivable:
Plan members 106,417
Company 15,188
Cash and accrued income receivable
(Note 2) 4,260 4,260
------ -------- -----------
Total assets 7,843 651,156 11,210,905
LIABILITIES
Payable to associated funds 25,976 25,976
------ -------- -----------
Net assets available for benefits $7,843 $625,180 $11,184,929
====== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 8
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Retirement
Government
Money Managed International
Market Income Asset Disciplined Value Magellan OTC Growth and
1994 Portfolio Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- -------- --------- ---------- ----------- -------- -------- --------- -----------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $694,450) $694,450
Managed Income Portfolio
(cost $630,064) $630,064
Asset Manager (cost $1,038,388) $ 990,462
Disciplined Equity (cost $901,725) $898,593
Value Fund (cost $446,119) $431,552
Magellan Fund (cost $1,777,784) $1,760,584
OTC Portfolio (cost $223,007) $227,177
International Growth and
Income Fund (cost $392,356) $370,156
RVW Stock Pool (cost $6,347)
Loans to Plan members, at cost
Due from associated funds 1,340 1,735 2,311 1,849 1,482 3,890 481 828
Contributions receivable:
Plan members 16,460 13,397 27,941 21,322 11,402 47,859 6,478 12,732
Company 2,420 1,830 3,281 2,603 1,311 5,935 865 1,908
Cash and accrued income receivable
(Note 2)
-------- -------- ---------- -------- -------- ---------- -------- --------
Total assets 714,670 647,026 1,023,995 924,367 445,747 1,818,268 235,001 385,624
LIABILITIES
Payable to associated funds
-------- -------- ---------- -------- -------- ---------- -------- --------
Net assets available for benefits $714,670 $647,026 $1,023,995 $924,367 $445,747 $1,818,268 $235,001 $385,624
======== ======== ========== ======== ======== ========== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 9
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 and 1994
<TABLE>
<CAPTION>
RVW
Stock Loan Combined
1994 (Continued) Pool Account Total
---- -------- ------- --------
ASSETS
<S> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money $ 694,450
Market Portfolio (cost $694,450)
Managed Income Portfolio
(cost $630,064) 630,064
Asset Manager (cost $1,038,388) 990,462
Disciplined Equity (cost $901,725) 898,593
Value Fund (cost $446,119) 431,552
Magellan Fund (cost $1,777,784) 1,760,584
OTC Portfolio (cost $223,007) 227,177
International Growth and
Income Fund (cost $392,356) 370,156
RVW Stock Pool (cost $6,347) $7,117 7,117
Loans to Plan members, at cost $322,726 322,726
Due from associated funds 13,916
Contributions receivable:
Plan members 157,591
Company 20,153
Cash and accrued income receivable
(Note 2) 1,954 1,954
------ -------- ----------
Total assets 7,117 324,680 $6,526,495
LIABILITIES
Payable to associated funds 13,916 13,916
------ -------- ----------
Net assets available for benefits $7,117 $310,764 $6,512,579
====== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 10
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Retirement
Government Managed International
Money Income Asset Disciplined Value Magellan OTC Growth and
1995 Market Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- ---------- --------- ---------- ----------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 48,991 $ 41,152 $ 164,983 $ 36,023 $ 186,366 $ 27,666 $ 18,771
Interest income $ 50,039
Net appreciation in fair value
of investments (Note 2) 173,214 129,857 119,830 554,380 88,058 38,824
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Total investment income 50,039 48,991 214,366 294,840 155,853 740,746 115,724 57,595
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Contributions (Note 5):
By Plan members 311,563 255,466 460,572 365,728 227,038 838,100 128,262 201,225
By the Company 42,813 36,136 57,620 46,935 27,789 111,146 18,255 33,803
---------- --------- ---------- --------- --------- ---------- --------- ---------
354,376 291,602 518,192 412,663 254,827 949,246 146,517 235,028
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Transfers into fund from
associated funds 210,042 436,896 95,718 136,316 176,098 386,311 242,214 45,642
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Transfers out of fund to
associated funds (237,850) (441,351) (236,170) (182,796) (152,763) (459,007) (197,153) (116,555)
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Withdrawals and forfeitures
(Note 6) (11,639) (22,080) (17,673) (23,674) (18,049) (77,536) (3,399) (6,912)
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Administrative expenses (2,268) (1,930) (1,933) (739) (56) (955) (15) (131)
---------- --------- ---------- ---------- --------- ---------- --------- ---------
Net increase 362,700 312,128 572,500 636,610 415,910 1,538,805 303,888 214,667
Net assets available for benefits:
Beginning of year 714,670 647,026 1,023,995 924,367 445,747 1,818,268 235,001 385,624
---------- --------- ---------- ---------- --------- ---------- --------- ---------
End of year $1,077,370 $ 959,154 $1,596,495 $1,560,977 $ 861,657 $3,357,073 $ 538,889 $ 600,291
========== ========= ========== ========== ========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 11
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1995
<TABLE>
<CAPTION>
RVW
Stock Loan Combined
1995 (Continued) Pool Account Total
---- -------- -------- -----------
<S> <C> <C> <C>
Investment Income:
Dividend income $ 523,952
Interest income $ 34,290 84,329
Net appreciation in fair value
of investments (Note 2) $1,697 1,105,860
------ --------- -----------
Total investment income 1,697 34,290 1,714,141
------ --------- -----------
Contributions (Note 5):
By Plan members 2,787,954
By the Company 374,497
------ --------- -----------
3,162,451
------ --------- -----------
Transfers into fund from
associated funds 524,462 2,253,699
------ --------- -----------
Transfers out of fund to
associated funds (971) (229,083) (2,253,699)
------ --------- ----------
Withdrawals and forfeitures
(Note 6) (15,253) (196,215)
------ --------- -----------
Administrative expenses (8,027)
------ --------- -----------
Net increase 726 314,416 4,672,350
Net assets available for benefits:
Beginning of year 7,117 310,764 6,512,579
------ --------- -----------
End of year $7,843 $ 625,180 $11,184,929
====== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 12
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
1. Plan Description:
----------------
The Schuller International Hourly Employees Thrift Plan (the "Plan")
provides eligible union hourly employees a convenient means for regular and
systematic savings with several investment options. The Plan is offered as
part of collective bargaining agreements between unions and Schuller
International, (the "Company"). Plan participants have the option of
directing the investment of their contributions and related Company
contributions into any one or a combination of separate funds. Fidelity
Institutional Retirement Services Company ("Fidelity"), the trustee of the
Plan's assets, administers, manages and reports the Plan's investment
transactions. The Plan offers the following Fidelity funds as investment
options: the Retirement Government Money Market Portfolio, Managed Income
Portfolio, Asset Manager, Disciplined Equity Fund, Value Fund, Magellan
Fund, OTC Portfolio and the International Growth and Income Fund.
Summarized information regarding eligibility, vesting, contributions and
benefits is provided in the Summary Plan Document.
In addition to the funds described above, some participants at December 31,
1995 had investments in the RVW Stock Pool, which contains shares of stock
of Riverwood International Corporation ("Riverwood"). Riverwood was an
affiliate of the Company until a private group of investors acquired all of
its outstanding common stock during March, 1996. At that time, the Plan's
investments in the RVW Stock Pool were likewise disposed of.
The loan account holds loans made to eligible participants out of their
vested account balances. Principal and interest payments are reinvested in
the participant's investment funds (with the exception of the RVW Stock
Pool) in accordance with the participant's investment election in effect at
the time the payments are made.
At December 31, 1995, there were a total of 1,432 employees participating
in the Plan. They participated in one or more of the funds as follows:
369 in the Retirement Government Money Market Portfolio, 367 in the Managed
Income Portfolio, 602 in the Asset Manager, 588 in the Disciplined Equity
Fund, 373 in the Value Fund, 912 in the Magellan Fund, 286 in the OTC
Portfolio, 376 in the International Growth and Income Fund, and 14 in the
RVW Stock Pool. Additionally, 326 participants had loans outstanding
through the loan account at December 31, 1995.
-9-
<PAGE> 13
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
2. Summary of Significant Accounting Policies:
------------------------------------------
Investments in the Fidelity funds are stated at current values based upon
the following:
<TABLE>
<S> <C>
Retirement Government original cost plus accrued interest.
Money Market Portfolio
Managed Income Portfolio contract value (original cost plus accrued
interest and contributions less withdrawals.)
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 quotations obtained directly from mutual fund
and Income Fund company.
RVW Stock Pool stock quotations obtained 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, 1995 and 1994.
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 to the Plan.
The Plan does not require collateral or other security to support
investments with credit risk.
-10-
<PAGE> 14
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
2. Summary of Significant Accounting Policies, continued:
------------------------------------------
The Plan presents in the statement of changes in net assets available for
benefits with fund information the net appreciation in the fair value of
its investments which consists of the realized gains and the unrealized
appreciation on those investments, including derivative financial
instruments (see Note 4).
The preparation of the Plan's consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these financial statements, including disclosures of contingent
liabilities. Actual results may differ from those estimates.
Certain prior year information has been reclassified to conform with the
current presentation format.
3. Investments:
-----------
The number of units and market value per unit at December 31, were as
follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Retirement Government Money Market*
----------------------------------
Units 1,061,473 694,450
Market value per unit $1.00 $1.00
Managed Income Portfolio*
------------------------
Units 944,450 630,064
Market value per unit $1.00 $1.00
Asset Manager*
-------------
Units 99,247 71,617
Market value per unit $15.85 $13.83
Disciplined Equity Fund*
-----------------------
Units 74,713 50,089
Market value per unit $20.65 $17.94
Value Fund*
----------
Units 17,122 10,575
Market value per unit $49.64 $40.81
</TABLE>
-11-
<PAGE> 15
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
<TABLE>
<CAPTION>
3. Investments, continued: 1995 1994
----------- ---- ----
<S> <C> <C>
Magellan Fund*
-------------
Units 38,520 26,356
Market value per unit $85.98 $66.80
OTC Portfolio
-------------
Units 17,535 9,763
Market value per unit $30.33 $23.27
International Growth and Income Fund*
------------------------------------
Units 32,843 22,393
Market value per unit $17.95 $16.53
RVW Stock Pool
---------------
Units 569 635
Market value per unit $13.77 $11.21
Loan Account*
------------
Remaining principal balance, at cost $646,896 $322,726
(approximates market)
</TABLE>
* Represents at least 5% of net assets available for benefits at December 31,
1995.
4. Derivative Financial Instruments:
--------------------------------
The Plan has only limited involvement with derivative financial instruments
and does not use them for trading purposes.
The fair value of derivatives utilized by the funds is determined 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 Asset Manager Fund, the Magellan Fund and the
International Growth and Income Fund occasionally include derivative
financial instruments such as futures, forward, swap or option contracts.
During 1995, these derivative instruments comprise an immaterial portion of
the total net assets available for benefits.
-12-
<PAGE> 16
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
4. Derivative Financial Instruments, continued:
--------------------------------
The primary objectives of investing in domestic equity futures are to
remain fully invested as well as to maintain liquidity ("long positions"),
and to hedge against equity price declines ("short positions"). Futures
contracts are settled on a daily basis using funds set aside in separate
accounts. Foreign exchange forward contracts are entered into to manage
foreign currency exchange exposures and to hedge the funds' investments
against currency fluctuations.
5. Contributions, Eligibility and Vesting:
--------------------------------------
Pre-tax Contributions - Eligible employees can contribute to the Plan
---------------------- through a reduction in wages on a pre-tax basis
(a "401(k)" Plan), depending on each participating
location's collective bargaining agreements.
The Plan provides for two pre-tax contribution formulas, depending upon the
participating location's collective bargaining agreement:
Eligible employees at participating locations can continue to
contribute to the Plan, through a reduction in wages on a pre-tax
basis, from 1% to 6% of wages (defined as regular fixed compensation
plus commissions, bonuses, overtime pay and profit sharing
distributions).
OR
Eligible employees at participating locations can contribute to the
Plan, through a reduction in wages on a pre-tax basis, from 1% to 9%
(8% for highly compensated employees) of wages (defined as regular
fixed compensation plus commissions, bonuses, overtime pay and profit
sharing distributions).
After-tax Contributions - The Plan provides for two after tax contribution
------------------------ formulas:
If the agreement sets forth the 1% - 6% pre-tax contribution, eligible
employees can continue to contribute to the Plan on an after-tax
basis, from 1% to 10% (in increments of 1%) of wages, regardless of
whether or not the employee elected to make pre-tax contributions.
OR
If the agreement sets forth the 1% - 9% (8% for highly compensated
employees) pre-tax contribution, eligible employees can contribute to
the Plan, on an after-tax
-13-
<PAGE> 17
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
5. Contributions, Eligibility and Vesting, continued:
--------------------------------------
basis, from 1% to 7% of wages, regardless of whether or not the
employee elected to make pre-tax contributions.
Company Contributions - The Company contribution is based upon fixed
---------------------- matches on the first 6% of pre-tax contributions,
also pursuant to collective bargaining agreements.
Voluntary after-tax contributions and rollover
contributions are not matched by the Company. The
Company's annual contribution made on behalf of
any employee is subject to certain maximums as
specified in the Plan and regulated by the
Internal Revenue Service.
Eligibility - Full-time union hourly employees may become participants of
------------ the Plan upon completing one year of service or immediately
upon reemployment if previously an eligible employee. If
the employee is not a regular full-time employee, such
employee becomes eligible to participate after completing at
least 1,000 hours and one year of service.
Vesting - Employee contributions and earnings thereon vest to the
-------- participant immediately. Company contributions and the earnings
thereon vest to the participant with the earlier of five years
service or three years participation in the Plan.
6. Withdrawals and Forfeitures and Loans:
-------------------------------------
Rollover contributions which have been in the Plan at least 24 months and
all vested amounts (except those relating to participant pre-tax
contributions and earnings thereon) may be withdrawn by the participant at
any time. Employee pre-tax contributions and earnings thereon may not be
withdrawn until the participant attains age 59-1/2 or furnishes
satisfactory proof of financial hardship.
If a participant's employment is terminated for reasons other than death,
disability or retirement, the participant forfeits any unvested Company
contributions and applicable earnings. Participants with vested balances
of at least $3,500, can elect to defer the distribution of funds to
December 31 of the year they attain age 65.
Forfeitures serve to reduce future contributions of the Company. A
participant who is terminated and subsequently rehired by the Company
within five years has the option of repaying to the Plan, within two years
of the reemployment date, cash in one lump sum equal to the full amount
received from the Plan at termination.
If such repayment is made, the Company will restore to the participant's
account the amounts previously forfeited.
-14-
<PAGE> 18
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
___________________________________________
6. Withdrawals and Forfeitures and Loans, continued:
------------------------------------
A participant who retires or becomes disabled, and has a balance of at
least $3,500, 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.
Withdrawal of Company contributions is subject to suspension of Company
contributions for the greater of three months or the time period during
which the employee does not make contributions. Hardship withdrawals are
subject to one year suspension of employee contributions. Suspension does
not occur if the withdrawal is limited to after- tax contributions and the
related earnings thereon.
The Plan's loan provisions allow a participant to borrow up to 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.
7. Tax Status:
----------
The Plan is designed to constitute a qualified trust under Section 401(a)
of the Internal Revenue Code and is therefore considered to be exempt from
federal income tax under provisions of Section 501(a). An application was
filed with the Internal Revenue Service on December 28, 1992 for a
determination as to whether the Plan meets the qualification requirements
of Section 401(a) of the Internal Revenue Code of 1986. On August 24,
1993, the Company received a favorable tax qualification determination
letter, retroactive to January 1, 1989, from the Internal Revenue Service.
Participants in the Plan will not be taxed on pre-tax contributions,
rollover contributions, Company contributions to the Plan on their behalf
or on earnings credited to their account until such contributions and
earnings are distributed or otherwise made available to them.
8. Termination of the Plan:
-----------------------
It is the intent of the Company to continue the Plan; however, in the event
that the Plan is terminated by the Company, accounts would automatically be
fully vested. The assets of the Plan would be distributed to the
participants based on their account balances. In addition, any previously
forfeited amounts which had not been applied to reduce Company
contributions would be credited ratably to the accounts of the participants
remaining in the Plan at the time of such termination.
-15-
<PAGE> 19
SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
_________________________________________
9. Administrative Expenses Paid by Company:
---------------------------------------
The Company paid approximately $16,000 in 1995 of administrative expenses
to the Plan's trustee on behalf of the Plan, which is not included in the
financial statements.
-16-
<PAGE> 20
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest,
Lessor, or Similar Party Collateral, Par or Maturity Date Share Balance Cost Current Value
- ---------------------------- ------------------------------------ --------------- ---------- ---------------
<S> <C> <C> <C> <C>
Riverwood Common Stock Pool* Common Stock 568.983 $ 5,690 $ 7,843
Magellan Fund Common stock and convertible securities
mutual fund 38,520.201 2,834,053 3,311,967
Value Fund Common stock mutual fund of companies
considered undervalued or having growth
potential 17,122.092 753,867 849,941
OTC Portfolio Mutual fund of securities of companies
mainly traded in the over-the-counter market 17,534.560 460,105 531,823
International Growth Foreign equity and debt securities
and Income Fund mutual fund 32,842.801 573,962 589,528
Asset Manager Mutual fund of domestic and foreign stocks,
bonds, and short-term instruments 99,246.901 1,452,585 1,573,063
Disciplined Equity Fund Domestic common stocks mutual fund 74,713.228 1,437,155 1,542,081
Retirement Government
Money Market Money market fund 1,061,473.250 1,061,473 1,061,473
Managed Income Portfolio Mutual fund of guaranteed investment
contracts (GICS) and investment
contracts with insurance and
investment companies 944,449.460 944,449 944,449
Loans to Plan members Participant loans (1) 646,896
---------- -----------
$9,523,339 $11,059,064
========== ===========
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 10% and mature
January 1996 through December, 2000.
* Party in interest
-17-
<PAGE> 21
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1995
<TABLE>
<CAPTION>
Current Value
at Transaction
Identity of Fund Description of Asset Total Purchases Total Sales Cost of Asset Date Net Gain
- -------------------- ---------------------- ---------------- ------------- --------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Magellan Fund Growth common stock
fund $1,534,501 $537,498 $478,231 $537,498 $59,267
Value Fund Long-term capital
growth mutual fund $ 469,427 $170,868 $161,679 $170,868 $ 9,189
OTC Portfolio Small-capital growth
company mutual fund $ 417,155 $200,567 $180,056 $200,567 $20,511
International Growth International growth
and Income Fund and equity mutual fund $ 304,146 $123,598 $122,541 $123,598 $ 1,057
Asset Manager Asset allocation mutual
fund $ 665,164 $255,776 $250,966 $255,776 $ 4,810
Disciplined Equity Fund Domestic common stock
mutual fund $ 720,840 $207,209 $185,410 $207,209 $21,799
Retirement Government
Money Market Money market fund $ 619,394 $252,372 $252,372 $252,372
Managed Income Portfolio Mutual fund of contract
with investment and
insurance companies $ 779,746 $465,360 $465,360 $465,360
</TABLE>
-18-
