SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-6016
THE ALLEN GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 38-0290950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 765-5818
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
THE ALLEN GROUP INC.
(Registrant)
Dated: April 28, 1994 By: _______________________________
McDara P. Folan, III
General Counsel and Secretary
Page 1 of pages.
Exhibit Index is located on page 6.
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements of the Registrant
The Consolidated Financial Statements of the Registrant listed below,
together with the Report of Independent Accountants, dated February 16, 1994,
are incorporated herein by reference to pages 13 to 29 of the Registrant's
1993 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to
this Report.
Consolidated Statements of Income for the Years Ended December 31, 1993,
1992 and 1991
Consolidated Balance Sheets at December 31, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended December 31,
1993, 1992 and 1991
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedules
The following additional information should be read in conjunction with the
Consolidated Financial Statements of the Registrant described in Item
14(a)(1) above:
Financial Statement Schedules of the Registrant
Report of Independent Accountants on page 3 of this Report relating to
the financial statement schedules
Schedule VIII - Valuation and Qualifying Accounts and Reserves, on page
4 of this Report
Schedule X - Supplementary Income Statement Information, on page 5 of
this Report
Schedules other than that listed above are omitted because they are not
required or are not applicable, or because the information is furnished
elsewhere in the financial statements or the notes thereto.
(3) Exhibits*
The information required by this Item relating to Exhibits to this Report is
included in the Exhibit Index on pages 6 to 11 hereof.
(b) Reports on Form 8-K
None.
* A copy of any of the Exhibits to this Report will be furnished to persons who
request a copy upon the payment of a fee of $.25 per page to cover the
Company's duplication and handling expenses.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
The Allen Group Inc.:
Our report on the consolidated financial statements of The Allen Group
Inc. has been incorporated by reference in this Annual Report on Form 10-K from
page 29 of the 1993 Annual Report to Stockholders of The Allen Group Inc. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in the Index on page 12 of this
Form 10-K Annual Report.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND
Cleveland, Ohio
February 16, 1994
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<TABLE>
THE ALLEN GROUP INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND
RESERVES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
(Amounts in Thousands)
<CAPTION>
Column A Column B Column C Column D Column E
Balance Additions Balance
at Charged to Charged Deductions at End
Beginning Costs and to Other from of
Description of Period Expenses Accounts Reserves Period
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
1993 $ 3,543 719 - 2,992(1)(2) $ 1,270
1992 $ 1,470 2,416 - 343(1) $ 3,543
1991 $ 2,111 465 - 1,106(1)(2) $ 1,470
Allowance for credit losses on
lease receivables:
1993 $ 2,221 870 - 3,091(1)(2) $ -
1992 $ 1,894 2,100 - 1,773 $ 2,221
1991 $ 1,662 1,780 - 1,548 $ 1,894
Reserves for losses on lease
receivables sold:
1993 $ 2,232 - - 2,232(2) $ -
1992 $ 2,592 808 - 1,168 $ 2,232
1991 $ 3,359 532 - 1,299 $ 2,592
Reserve for loss on unliquidated
assets of discontinued
European operations:
1993 $ 1,846 - - 1,239(3) $ 607
1992 $ 3,037 - - 1,191(3) $ 1,846
1991 $ 3,055 913 - 931(3) $ 3,037
Reserve for restructuring/
relocation costs:
1993 $ 1,282 - - 672(4) $ 610
1992 $ 1,800 250 - 768(4) $ 1,282
(1) Represents the write-off of uncollectible accounts, less recoveries.
(2) Includes the elimination of related balances for its Allen Testproducts division and leasing
subsidiary sold in 1993 and its automated manufacturing equipment operations sold in 1991.
(3) Includes write-off of uncollectible accounts and net transaction adjustments.
(4) Write-off of restructuring costs against reserve.
</TABLE>
<TABLE>
THE ALLEN GROUP INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
(Amounts in Thousands)
<CAPTION>
Column A Column B
Charged To Costs and Expenses
Item 1993 1992 1991
<S> <C> <C> <C>
Maintenance and repairs 2,904 2,199 1,394
Taxes, other than payroll and
income taxes 1,769 2,106 1,815
Royalties 3,460 2,476 1,958
Advertising costs 3,642 2,242 1,412
</TABLE>
EXHIBIT INDEX
Exhibit Numbers Pages
(3) Certificate of Incorporation and By Laws -
(a) Restated Certificate of Incorporation (filed as
Exhibit Number 3(a) to Registrant's Form 10-K
Annual Report for the fiscal year ended December
31, 1984 (Commission file number 1-6016) and
incorporated herein by reference)........................ -
(b) Certificate of Designations, Powers, Preferences
and Rights of the $1.75 Convertible Exchangeable
Preferred Stock, Series A (filed as Exhibit Number
3(b) to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1986
(Commission file number 1-6016) and incorporated
herein by reference) .................................... -
(c) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(c) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(d) Certificate of Designations, Powers, Preferences
and Rights of the Variable Rate Preferred Stock,
Series A (filed as Exhibit Number 3(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(e) Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred Stock
(filed as Exhibit Number 3(e) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(f) Certificate Eliminating Variable Rate Preferred
Stock, Series A (filed as Exhibit Number 3(f) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) .............................................. -
(g) Certificate of Amendment of Restated Certificate
of Incorporation......................................... *
(h) Certificate Eliminating $1.75 Convertible Exchangeable
Preferred Stock, Series A................................ *
(i) By-Laws, as amended through September 10, 1992 (filed
as Exhibit Number 3(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated herein
by reference)............................................. -
_______________________
* Previously filed on March 31, 1994.
-6-
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 7, 1988,
between the Registrant and Manufacturers Hanover
Trust Company (filed as Exhibit Number 4 to
Registrant's Form 8-K Current Report dated
January 7, 1988 (Commission file number 1-6016)
and incorporated herein by reference) ................... -
(b) Credit Agreement, dated as of February 17, 1994,
among the Registrant, the Banks signatory thereto,
and Bank of Montreal, as agent........................... *
Additional information concerning Registrant's long-
term debt is set forth in Note 2 of the Notes to
Consolidated Financial Statements on pages 18 to 19 of
Registrant's 1993 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to this Report.
Other than the Credit Agreement referred to
above, no instrument defining the rights of holders
of such long-term debt relates to securities
having an aggregate principal amount in excess
of 10% of the consolidated assets of Registrant
and its subsidiaries; therefore, in accordance
with paragraph (iii) of Item 4 of Item 601(b)
of Regulation S-K, the other instruments
defining the rights of holders of long-term debt
are not filed herewith. Registrant hereby agrees
to furnish a copy of any such other instrument to
the Securities and Exchange Commission upon request.
(10) Material contracts (All of the exhibits listed as material contracts
hereunder are management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Report
pursuant to Item 14(c) of this Report.) -
(a) The Allen Group Inc. 1970 Non-Qualified Stock Option Plan,
as amended April 25, 1978, June 23, 1981 and February 19,
1985 (revised) (filed as Exhibit Number 10(a) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1985 (Commission
file number 1-6016) and incorporated herein by
reference)............................................... -
(b) Amendment, dated November 3, 1987, to 1970
Non-Qualified Stock Option Plan (filed as Exhibit
Number 10(b) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1987 (Commis-
sion file number 1-6016) and incorporated herein by
reference) .............................................. -
(c) The Allen Group Inc. 1982 Stock Plan, as amended
through November 3, 1987 (filed as Exhibit Number 10(c)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference)............ -
(d) Amendment, dated as of December 4, 1990, to 1982 Stock
Plan, as amended (filed as Exhibit No. 10(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
_______________________
* Previously filed on March 31, 1994.
-7-
(e) Form of Restricted Stock Agreement pursuant to 1982
Stock Plan, as amended (filed as Exhibit No. 10(e) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(f) The Allen Group Inc. 1992 Stock Plan (filed as Exhibit
No. 10(f) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by reference)..... -
(g) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
November 30, 1993, entered into by the Registrant
with certain executive officers, officers and
division presidents...................................... *
(h) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
April 28, 1992, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit No. 10(g) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference)......................... -
(i) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on September 12, 1989 (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated
herein by reference) ................................... -
(j) The Allen Group Inc. 1994 Non-Employee Directors
Stock Option Plan (filed as Exhibit A to Registrant's
Proxy Statement dated March 17, 1994 (Commission file
number 1-6016) and incorporated herein by reference)...... -
(k) The Allen Group Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992) (filed as
Exhibit No. 10(i) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference)..................................... -
(l) Form of Restricted Stock Agreement pursuant to
1992 Stock Plan and Key Management Deferred
Bonus Plan (filed as Exhibit No. 10(j) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016)
and incorporated herein by reference).................... -
(m) Form of Severance Agreement, dated as of November
3, 1987, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein by
reference) ............................................. -
_______________________
* Previously filed on March 31, 1994.
-8-
(n) Form of Amendment, dated December 5, 1989, to
Severance Agreement entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit Number 10(j) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(o) Key Employee Severance Policy adopted by the
Registrant on November 3, 1987 (filed as Exhibit
Number 10(h) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1987
(Commission file number 6-6016) and incorporated
herein by reference) ................................... -
(p) Amendment, dated May 14, 1991, to Key Employee
Severance Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit No. 10(n) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein by
reference)............................................... -
(q) Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(m) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1988 (Commission file number 1-6016) and incorporated
herein by reference) ................................... -
(r) Amendment, dated as of February 27, 1992, of Employment
Agreement, dated June 28, 1988, between the Registrant
and Philip Wm. Colburn (filed as Exhibit No. 10(p) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference)............ -
(s) Amendment, dated as of February 26, 1991, of
Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(n) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(t) Amended and Restated Post Employment Consulting
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(o) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(u) Amended and Restated Supplemental Pension Benefit
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(p) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(v) Insured Supplemental Retirement Benefit Agreement,
dated as of September 4, 1985, between the Registrant
and Philip Wm. Colburn (filed as Exhibit Number 10(l)
-9-
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(w) Split Dollar Insurance Agreement, dated as of July 1,
1991, between the Registrant and Philip Wm. Colburn
(filed as Exhibit No. 10(u) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1992 (Commission file number 1-6016) and incorporated
herein by reference...................................... -
(x) Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(r) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1983 (Commission file
number 1-6016) and incorporated herein by reference) ... -
(y) Amendment, dated as of December 20, 1990, of
Supplemental Pension Benefit Agreement, dated as of
December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s)
to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by reference) ... -
(z) Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(aa) Amendment, dated as of December 20, 1990, of
Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit No. 10(u) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(bb) Employment Agreement, dated June 25, 1991, between
the Registrant and Robert G. Paul (filed as Exhibit
Number 10(x) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1991
(Commission file number 1-6016) and incorporated
herein by reference)..................................... -
(cc) Supplemental Pension Benefit Agreement, dated as of
June 25, 1991, between the Registrant and Robert
G. Paul (filed as Exhibit Number 10(y) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1991 (Commission file number 1-6016)
and incorporated herein by reference).................... -
(dd) Form of Split Dollar Insurance Agreement, dated as of
November 1, 1991, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit No. 10(bb) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference......................... -
-10-
(ee) Form of Supplemental Pension Benefit Agreement, dated
as of February 27, 1992, entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit No. 10(cc) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference......................... -
(11) Statement re Computation of Earnings (Loss) Per
Common Share ........................................... *
(13) 1993 Annual Report to Stockholders**.................... *
(21) Subsidiaries of the Registrant ......................... *
(23) Consent of Independent Accountants ..................... 12
(99) (a) Annual Report on Form 11-K of The Allen Group Inc.
Employee Stock Savings Plan for the fiscal year
ended December 31, 1992... ....................... 14
(b) Annual Report on Form 11-K of The Allen Group Inc.
Employee Before-Tax Savings Plan for the fiscal
year ended December 31, 1992....................... 24
________________________
* Previously filed on March 31, 1994.
** Furnished for the information of the Securities and Exchange
Commission and not to be deemed "filed" as part of this Report except for
the Consolidated Financial Statements of the Registrant and the
Accountants' Report on pages 11 to 29 of said Annual Report to
Stockholders and the other information incorporated by reference in
Items 1 and 3 of Part I hereof and Items 5 to 8 of Part II
-11-
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 (File No. 33-48545) and on the Registration Statements on Form S-8
(File Nos. 33-52420, 33-8658 and 2-99919) and the related Prospectuses of
The Allen Group Inc. of (a) our report dated February 16, 1994 on our audits
of the consolidated financial statements of The Allen Group Inc. as of
December 31, 1993 and 1992 and for the years ended December 31, 1993,
1992 and 1991, which report has been incorporated by reference Report on
Form 10-K from the 1993 Annual Report to Stockholders of The Allen Group Inc.
(a copy of which is filed as Exhibit 13 to this Report) and appears on page
29 therein, and (b) our report dated February 16, 1994 on our audits of the
financial statement schedules for the years ended December 31, 1993, 1992 and
1991 of The Allen Group Inc., which report appears on page 13 in this Annual
Report on Form 10-K. We also consent to the references to our firm in the
above mentioned Prospectuses under the caption "EXPERTS".
COOPERS & LYBRAND
Cleveland, Ohio
March 28, 1994
-12-
CONSENTS OF INDEPENDENT ACCOUNTANTS (Continued)
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No. 33-8658) and the related Prospectus of The Allen Group
Inc. of our report dated April 18, 1994 on our audits of the financial
statements of The Allen Group Inc. Employee Stock Savings Plan as of
December 31, 1993 and 1992 and for the years ended December 31, 1993, 1991
and 1991, which report is included in the Annual Report on Form 11-K of
The Allen Group Inc. Employee Stock Savings Plan, a copy of which is filed
as Exhibit Number 99(a) to this Annual Report on Form 10-K.
COOPERS & LYBRAND
Cleveland, Ohio
April 28, 1994
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No. 2-99919) and the related Prospectus of The Allen Group
Inc. of our report dated April 18, 1994 on our audits of the financial
statements of The Allen Group Inc. Employee Before-Tax Savings Plan as of
December 31, 1993 and 1992 and for the years ended December 31, 1993,
1992 and 1991, which report is included in the Annual Report on
11-K of The Allen Group Inc. Employee Before-Tax Savings Plan, a copy of
which is filed as Exhibit Number 99(b) to this Annual Report on Form 10-K.
COOPERS & LYBRAND
Cleveland, Ohio
April 28, 1994
-13-
EXHIBIT 28 (a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period _____ to _____
Commission file number 1-6016
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
(the "Plan")
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
THE ALLEN GROUP INC. (the "Company")
25101 Chagrin Boulevard, Suite 350
Beachwood, OH 44122
THE ALLEN GROUP INC.
EMPLOYEE STOCK SAVINGS PLAN
FORM 11-K
(For the fiscal year ended December 31, 1993)
Table of Contents
Financial Statements
Page
(i) Report of Independent Accountants 3
(ii) Statements of Financial Condition -
December 31, 1993 and 1992 4
(iii) Statements of Income and Changes
in Plan Equity for the years
ended December 31, 1993, 1992
and 1991 5
(iv) Notes to Financial Statements 6 - 10
Schedules are omitted because they are not required or
not applicable or because the information is furnished
elsewhere in the financial statements or the notes
thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Stock Savings Plan Committee
and the Participants in The Allen Group Inc.
Employee Stock Savings Plan:
We have audited the accompanying statements of financial condition
of THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN as of December
31, 1993 and 1992, and the related statements of income and changes
in plan equity for each of the three years in the period ended
December 31, 1993. These financial statements are the responsi-
bility 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 financial condition of THE
ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN as of December 31,
1993 and 1992 and the results of its operations and changes in plan
equity for each of the three years in the period ended December 31,
1993 in conformity with generally accepted accounting principles.
As further discussed in Note 1 to the financial statements, the
Board of Directors of The Allen Group Inc., the Plan's sponsor,
voted to terminate the Plan effective June 30, 1992. In accordance
with generally accepted accounting principles, the Plan has
prepared its 1993 and 1992 financial statements using the
liquidation basis of accounting.
As described in Note 2 to the financial statements, the Plan has
modified its accounting for amounts owed to withdrawing
participants based upon recently issued professional guidance.
COOPERS & LYBRAND
Cleveland, Ohio
April 18, 1994
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993 AND 1992
1993 1992
Assets:
Investment in common stock of
The Allen Group Inc. at market
value - 8,446 shares (cost
$101,957) in 1993; 128,291
shares (cost $1,605,737) in
1992 (Note 2) $ 153,084 $3,463,857
Contributions receivable from
participants (Note 3) - 218
Accrued interest and dividends
receivable (Note 2) - 7,872
Cash and equivalents 10,767 22,042
163,851 3,493,989
Liabilities:
Forfeiture fund (Note 4) - 240,959
Undistributed terminations and
withdrawals at market value
(Notes 2 and 4) - 34,075
- 275,034
Plan equity $ 163,851 $3,218,955
The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED December 31, 1993, 1992 AND 1991
1993 1992 1991
Participant contributions
(Note 3) $ - $ 33,287 $ 73,586
Investment income:
Interest 5,157 1,521 616
Dividends 16,779 30,073 16,684
Net appreciation in the fair
value of investments 115,073 878,730 1,825,686
Net increase in plan equity 137,009 943,611 1,916,572
Less withdrawals, distribu-
tions and forfeitures -
1993, 155,941 shares;
1992, 22,426 shares; and
1991, 66,223 shares (3,226,188) (786,223) (1,064,195)
Cumulative change in
accounting principle
(Note 2) 34,075 - -
Change in plan equity for
the year (3,055,104) 157,388 852,377
Plan equity, beginning of
year 3,218,955 3,061,567 2,209,190
Plan equity, end of year
(Note 1) $ 163,851 $3,218,955 $3,061,567
The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN TERMINATION
The Company terminated the Employee Stock Savings Plan
("the Plan") effective June 30, 1992. Prior to the final
liquidation, participants have been granted the option of
receiving their respective portion of the Plan's assets in a
lump sum distribution, in cash or in shares, in an annuity or as
a rollover into the Company's Employee Before-Tax Savings Plan.
Such requests are being handled accordingly and may include tax
considerations for withholding and penalties, depending on the
distribution option selected.
The Company devised a format to distribute the Plan's
remaining forfeiture shares to the participants. This format
allocated a disproportionately larger benefit to the small
shareholders rather than bias the distribution in favor of
highly compensated employees who generally held a larger number
of shares. Eligibility for receiving these shares was based on
participation in the Plan as of March 31, 1993. The Company is
distributing the forfeiture shares to participants according to
a graduated scale.
The graduated scale was devised so that each participant
was guaranteed at least one forfeiture share. A percentage
payout was then used for the participants' first 99 shares, a
lower percentage payout set for the next 400 shares, a still
lower percentage payout for the next 500 shares and a final,
still lower percentage payout was established for holdings of
more than 1,000 shares.
At December 31, 1993, a majority of the Plan's assets were
already distributed and the remaining assets were distributed in
1994. Of the assets held at December 31, 1993, 6,908 shares are
to be distributed to 11 participants and 1,538 shares, plus any
excess cash in the Plan, are to be distributed among former
participants or to pay outstanding plan expenses.
The financial statements have been prepared on the
liquidation basis of accounting.
<PAGE>
2. SUMMARY OF ACCOUNTING POLICIES
The Plan, prior to its liquidation, invested exclusively in
shares of common stock of the Company, with the exception that,
to avoid the retention of idle funds, investments were made in
cash equivalent securities for periods generally not exceeding
30 days prior to investment in such shares. The investment in
such common stock was stated at market value based upon the last
sale price of the Company's common stock on the New York Stock
Exchange Composite Tape on the last business day of the year.
At December 31, 1993 and 1992, the market value of such
investments exceeded cost by $51,127 and $1,858,120,
respectively.
The Plan's statements of income and changes in plan equity
include the net appreciation (depreciation) in the fair value of
its investments, which consisted of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
The Plan used the accrual method for recognizing
contributions, withdrawals and investment income. Dividends
were accrued on the ex-dividend date. Withdrawals,
distributions and forfeitures were valued using month-end market
prices for the respective months during which such withdrawals,
distributions and forfeitures were made in 1992 and on a
liquidation basis for distributions made in 1993.
Based upon the recently issued Accounting and Auditing
Guide (with conforming changes as of May 31, 1993), "Audits of
Employee Benefit Plans" by the American Institute of Certified
Public Accountants, the Plan no longer accounts for amounts owed
to withdrawing but unpaid former participants and participant
loans in process as Plan liabilities. Amounts allocated to the
accounts of such former participants were $34,075 as of
December 31, 1992 and have been reflected as a cumulative change
in accounting principle in the statement of income and changes
in plan equity for the year ended December 31, 1993.
All expenses of administering the Plan, including the
Trustee's fees and brokerage commissions on stock purchases,
were paid by the Plan. Brokerage commissions and other expenses
incurred in the sale of shares for the account of any
participant were deducted from the proceeds of the sale.
3. CONTRIBUTIONS
Participation in the Plan was voluntary prior to June 30,
1992, and all employees (full-time and part-time, salaried,
hourly, foreign and domestic) of the Company and its
subsidiaries were eligible to be participants. Due to the
termination of the Plan, contributions ceased at June 30, 1992.
Those participants who did make contributions in the first half
of 1992 and in prior years were allowed to contribute to the
Plan whole dollar amounts or any whole percentage not less than
1% or more than 10% of their monthly base salary as selected for
such month. Contributions by participants were made through
periodic payroll deductions, except where payroll deductions
were not permitted by local law, in which case, participants
made direct contributions to their employer.
In accordance with the terms of the Plan, the Company has
not made monthly contributions since February 1, 1988. While
some contributions were temporarily invested in cash equivalent
securities, interest was accrued until such contributions were
invested in shares of the Company's common stock. The Trustee
purchased shares of the Company's common stock on the New York
Stock Exchange (the "Exchange") at current market prices or in
any other manner that the Trustee deemed appropriate, including
purchases from the Company. The Company had no control over the
times or prices at which the Trustee made such purchases or the
amounts thereof, and the number of shares purchased depended on
the price paid by the Trustee. In addition to purchases on the
Exchange during 1993, 1992 and 1991, the Trustee purchased from
the Company 19,681, 19,950 and 6,576 shares, respectively, of
the Company's common stock for the accounts of participants in
the Plan. Such purchases were made at prices equal to the
prevailing market prices or the Company's costs for such shares
when the prevailing market prices exceeded such costs. During
1993 the Company had authorized and made available for purchase
by the Plan 121,800 shares of its common stock at a cost of
$7.08 per share. These shares were used to fund purchases that
arose as a result of dividends received by the Plan for the
Company's stock. Because the Plan was not fully liquidated at
December 31, 1993, approximately 400 participants are still
included in the Plan. At December 31, 1992 there were also
approximately 400 participants.
4. VESTING, WITHDRAWALS AND FORFEITURES
The Plan provided that two accounts be maintained for each
participant. Shares acquired with the participant's
contributions were held in the Participant Account and shares
acquired with the Company's contributions (those contributions
made prior to February 1, 1988) were held in the Employer
Account. Cash dividends paid on the shares in each of the
participant's accounts were used to purchase additional shares
for the respective accounts of the participant. Each
participant's interest in shares held in his or her Participant
Account was considered fully vested. Shares held in the
participant's Employer Account vested 1/3 each January 1 after
the participant commenced participation in the Plan (subject to
certain restrictions on and the effect of certain withdrawals).
Except for permitted withdrawals and hardship distributions, the
participant's shares were distributable only when employment
terminated. A participant, or the beneficiary of a deceased
participant, was entitled to receive all the participant's
shares held under the Plan if his or her employment was
terminated by reason of his or her death, disability or normal
or postponed retirement. If a participant's employment
terminated for any other reason (including an involuntary layoff
of at least six months), the participant was entitled to receive
all the shares in his or her Participant Account and the vested
shares in his or her Employer Account.
While employed by the Company or a subsidiary, a
participant could withdraw, with certain limitations, all or any
part of the shares in his or her Participant Account and all or
any part of the vested shares in his or her Employer Account.
A participant who made such a withdrawal was subject to
suspension from participation and could have forfeited some or
all of the unvested shares purchased with the Company's
contributions. In cases of financial hardship, as determined by
the Committee which administered the Plan, a participant could
withdraw shares within certain limits without such penalties.
During 1993, this option was available to participants through
April only, so that shares previously transferred to the
Forfeiture Fund could be allocated and the Plan's assets could
be distributed to the participants. Prior to this period,
however, distributions and permitted withdrawals were made in
shares of the Company's common stock or from the net cash
proceeds realized from the sale by the Trustee of the
distributed or withdrawn shares, as the participant or his or
her beneficiary elected. All unvested shares remaining in the
Employer Account after a distribution or total withdrawal, other
than a qualified hardship withdrawal, were transferred to the
Forfeiture Fund maintained by the Trustee. There were no such
transfers in 1993 and 1992.
5. FEDERAL INCOME TAXES
The Company received a favorable determination from the
Internal Revenue Service that the Plan, as amended for
termination effective June 30, 1992, was a qualified plan under
Section 401(a) of the Internal Revenue Code. Accordingly, the
Plan was not subject to federal income taxes, and employer
contributions and earnings of the Plan were not subject to U.S.
income taxes until distributed to the participants. However,
depending on the distribution option selected by the participant
at liquidation, the participant may be subject to tax penalties.
EXHIBIT 28 (b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ______ to ______
Commission file number 1-6016
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
(the "Plan")
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
THE ALLEN GROUP INC. (the "Company")
25101 Chagrin Boulevard
Beachwood, Ohio 44122<PAGE>
THE ALLEN GROUP INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
FORM 11-K
(For the fiscal year ended December 31, 1993)
Table of Contents
Financial Statements
(i) Report of Independent Accountants 3
(ii) Statements of Financial Condition -
December 31, 1993 and 1992 4
(iii) Statements of Income and Changes
in Plan Equity for the years
ended December 31, 1991, 1992
and 1993 5
(iv) Notes to Financial Statements 6 - 12
Schedules are omitted because they are not required or
not applicable or because the information is furnished
elsewhere in the financial statements or the notes
thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Before-Tax Savings Plan Committee
and the Participants in The Allen Group Inc.
Employee Before-Tax Savings Plan:
We have audited the accompanying statements of financial condition
of THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of
December 31, 1993 and 1992, and the related statements of income
and changes in plan equity for each of the three years in the
period ended December 31, 1993. 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 financial condition of THE
ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of December
31, 1993 and 1992 and the results of its operations and changes in
plan equity for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting
principles.
As described in Note 4 to the financial statements, the Plan has
modified its accounting for amounts owed to Plan participants based
upon recently issued professional guidance.
COOPERS & LYBRAND
Cleveland, Ohio
April 18, 1994
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993 AND 1992
<CAPTION>
Fidelity Fidelity Fidelity Allen
Managed Equity - Retirement Common Participant
Income Income Growth Stock Loan
Portfolio Fund, Inc. Fund Fund Account Total
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1993
Investments, at market value
(Note 2) $1,217,785 $1,191,203 $ 860,690 $3,078,930 $ - $6,348,608
Loans receivable from
participants (Note 5) - - - - 266,380 266,380
Contributions receivable
(Note 3):
Participants 12,488 17,243 14,329 35,476 - 79,536
Company - - - 10,791 - 10,791
Other receivables 5,127 20,005 51,652 17,934 4,834 99,552
Cash and equivalents 37,258 8,682 21,162 - - 67,102
Other payables - - - (18,771) (8,263) (27,034)
Plan Equity, End of Year $1,272,658 $1,237,133 $ 947,833 $3,124,360 $262,951 $6,844,935
December 31, 1992
Investments, at market value
(Note 2) $1,491,896 $1,727,938 $1,276,209 $3,441,231 $ - $7,937,274
Loans receivable from
participants (Note 5) - - - - 191,341 191,341
Contributions receivable
(Note 3):
Participants 20,046 24,013 21,888 23,455 - 89,402
Company - - - 17,166 - 17,166
Other receivables 5,388 4,756 26,738 44,712 54,357 135,951
Cash and equivalents 34,374 544 957 8,939 7,374 52,188
Undistributed terminations and
withdrawals, at market value
(Note 4) (3,747) (1,172) (1,211) (50,842) - (56,972)
Plan Equity, End of Year $1,547,957 $1,756,079 $1,324,581 $3,484,661 $253,072 $8,366,350
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
Fidelity Fidelity Fidelity Allen
Managed Equity - Retirement Common Participant
Income Income Growth Stock Loan
Portfolio Fund, Inc. Fund Fund Account Total
<S> <C> <C> <C> <C> <C> <C> <C>
1991
Contributions (Note 3) $ 367,734 $ 332,531 $ 300,017 $ 493,682 $ - $1,493,964
Investment income:
Dividends - 53,945 - 12,890 - 66,835
Interest 123,678 - 61,202 811 33 185,724
Net appreciation in the
fair value of investments - 323,374 268,801 1,276,687 - 1,868,862
Withdrawals and distributions
(Note 4) (689,529) (622,594) (452,860) (794,226) - (2,559,209)
Interfund transfers (Note 3) (18,154) (22,242) 1,709 (23,839) 62,526 -
Plan Equity, December 31, 1991 1,421,726 1,373,689 940,368 2,381,603 62,559 6,179,945
1992
Contributions (Note 3) 247,435 284,515 252,430 542,760 - 1,327,140
Investment income:
Dividends - 61,272 - 26,130 - 87,402
Interest 94,826 - 230,440 1,266 3,039 329,571
Net appreciation (depreciation)
in the fair value of
investments - 154,157 (109,058) 1,007,178 - 1,052,277
Withdrawals and distributions
(Note 4) (143,332) (132,495) (104,093) (230,065) - (609,985)
Interfund Activity:
Interfund transfers (60,630) 53,308 156,580 (149,258) - -
Interfund loans (12,068) (38,367) (42,086) (94,953) 187,474 -
Plan Equity, December 31, 1992 1,547,957 1,756,079 1,324,581 3,484,661 253,072 8,366,350
1993
Contributions (Note 3) 201,051 243,129 200,665 730,244 - 1,375,089
Investment income:
Dividends 5,611 49,347 - 26,381 - 81,339
Interest 80,840 17,293 82,315 485 13,451 194,384
Net appreciation in the fair
value of investments - 61,167 99,136 2,438,171 - 2,598,474
Withdrawals and distributions
(Note 4) (639,428) (789,923) (673,986) (3,724,336) - (5,827,673)
Interfund Activity:
Interfund transfers 55,106 (114,561) (97,940) 124,248 33,147 -
Interfund loans 17,774 13,430 11,851 (6,336) (36,719) -
Cumulative change in account-
ing principle (Note 4) 3,747 1,172 1,211 50,842 - 56,972
Plan Equity, December 31, 1993 $1,272,658 $1,237,133 $ 947,833 $3,124,360 $262,951 $6,844,935
The Notes are an integral part of these statements.
</TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICIES
Participants' contributions to the Plan are invested by the
Trustee in the Investment Funds (described in Note 3), which
include the Allen Common Stock Fund, as directed by participants.
The Company's contributions to the Plan, if any, are invested by
the Trustee exclusively in the Allen Common Stock Fund, with the
exception that, to avoid the retention of idle funds, investments
are made in cash equivalent securities for periods generally not
exceeding 30 days prior to investment in such Investment Funds.
Investments are stated at market value. Shares in the Allen Common
Stock Fund are valued at the last sale price of the Company's
common stock on the New York Stock Exchange Composite Tape on the
last business day of the year. Investments in the Fidelity Equity-
Income Fund, Inc. and Fidelity Retirement Growth Fund are valued at
their respective net asset value per unit as quoted by the National
Association of Security Dealers on the last business day of the
year. Investments in the Fidelity Managed Income Portfolio are
valued at cost plus accrued interest which approximates market
value.
The Plan uses the accrual method for recognizing contributions
and investment income. Prior to 1993, the Plan also used the
accrual method for recognizing undistributed withdrawals. However,
this method of accounting was changed in the current year to
conform with recently issued professional guidance which is
described in Note 4. Dividends are accrued on the ex-dividend
date. Withdrawals and distributions are valued using current
market prices at the time withdrawals and distributions are made.
The Plan presents in the statements of income and changes in
plan equity 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.
All expenses of administering the Plan, including the
Trustee's fees are paid by the Company. Brokerage commissions and
other expenses relating to the sale of the Investment Funds for the
account of any participant in connection with a withdrawal or
distribution from the Plan are deducted from the proceeds of the
sale.
2. INVESTMENTS
The cost, market value and net asset value per unit/share at
December 31, 1993 and 1992 for the respective Investment Funds (see
Note 3) were as follows:
December 31, 1993
Net Asset
Market Value Per
Cost Value Unit/Share
Fidelity Managed Income
Portfolio (1,217,785 units) $1,217,785 $1,217,785 $1.00
Fidelity Equity-Income
Fund, Inc. (35,201 units) 982,136 1,191,203 $33.84
Fidelity Retirement Growth
Fund (47,447 units) 825,118 860,690 $18.14
Allen Common Stock Fund
(169,872 shares) 1,454,960 3,078,930 $18.13
$4,479,999 $6,348,608
December 31, 1992
Net Asset
Market Value Per
Cost Value Unit/Share
Fidelity Managed Income
Portfolio (1,491,896 units) $1,491,896 $1,491,896 $1.00
Fidelity Equity-Income
Fund, Inc. (59,564 units) 1,542,556 1,727,938 $29.01
Fidelity Retirement Growth Fund
(77,628 units) 1,250,189 1,276,209 $16.44
Allen Common Stock Fund
(254,906 shares) 1,810,482 3,441,231 $13.50
$6,095,123 $7,937,274
3. CONTRIBUTIONS
Participation in the Plan is voluntary, and all employees
(full-time and part-time, salaried, hourly and union employees, if
required by a collective bargaining agreement) of the Company and
its subsidiaries in the United States (other than its territories
and possessions) who were employees on October 1, 1985 or who
thereafter have completed six months of employment are eligible to
be participants. A participant may contribute to the Plan in each
month any whole percentage of his or her compensation he or she
selects for such month which is not less than 1% or more than 12%
of his or her compensation for such month. Compensation includes
base salary, overtime earnings, bonuses (other than bonus payments
under the Company's Key Management Deferred Bonus Plan or any
successor or similar plan) and commissions. Contributions by
participants may be made only through periodic payroll deductions.
Unless the Company increases, decreases or suspends its
monthly contributions in accordance with the terms of the Plan, the
Company makes a monthly contribution for each participant equal to
25% of the first 1%, 25% of the second 1%, and 50% of the third 1%,
compensation contributed by the participant during such month, up
to a maximum Company contribution of $1,200 per year. As soon as
practicable after the end of each month, the participants' and the
Company's contributions are forwarded to the Trustee for invest-
ment. Company contributions to the Allen Common Stock Fund in-
cluded in the statements of income and changes in plan equity were
$185,711, $223,593 and $230,670 for the years ended December 31,
1993, 1992 and 1991, respectively.
Effective January 29, 1991, the "Fidelity Freedom Fund" was
renamed the "Fidelity Retirement Growth Fund"; there were no
changes to the Fund's investment objectives or policies.
Participants' contributions to the Plan are invested by the
Trustee, as directed by the participant, in one investment fund or
divided in multiples of 25% among two or more funds, with such
funds (the "Investment Funds") comprised of the following:
Number of
Participants
as of
December 31,
1993 1992
(i) Fidelity Managed Income Portfolio: which
is intended to be the most conservative of
the four Investment Funds, invests in a
portfolio of investment contracts issued
by insurance companies and banks, as well
as U.S. Government and agency obligations; 254 434
(ii) Fidelity Equity-Income Fund, Inc.: seeks
reasonable income by investing primarily in
common and preferred stocks and convertible
bonds that are currently paying dividends
and/or interest and also have the potential
for capital appreciation; 273 487
(iii) Fidelity Retirement Growth Fund: seeks cap-
ital appreciation by investing primarily in
common stocks with growth potential, with
the emphasis not on dividend income; and 214 389
(iv) Allen Common Stock Fund: consists solely of
shares of common stock (par value $1.00
per share) of the Company 460 758
The total number of participants in the Plan is less than the
sum of participants shown above due to participation in multiple
Investment Funds by some of the participants.
A participant may change Investment Funds as to any future
participant contributions (in multiples of 25% of such contribu-
tions) once a month by submitting a prescribed form to the
Committee. Such change will be effective as soon as practicable
after the Committee is notified and will include contributions made
during the month in which such change is made as well as future
contributions. Effective June 25, 1991, a participant may transfer
all or part (in multiples of 25%) of the value of his existing
Participant Contribution Account (Note 4) between Investment Funds
by submitting a prescribed form to the Committee during the months
of February, May, August or November, which transfer will be
effective as of the following April 1, July 1, October 1 or
January 1, as the case may be, by the sale of part or all of the
Investment Fund or Funds out of which the participant is
transferring and the investment of the cash proceeds of such sale
in the Investment Fund or Funds to which the participant is
transferring. The expenses, except for brokerage fees, of such
sales and investments will be paid by the Company. The Committee
may at any time or from time to time, in its sole discretion, add
or delete funds in which participant contributions may be invested.
Participant contributions to the Plan are invested by the
Trustee in the Investment Funds as directed by participants, and
Company contributions to the Plan are invested by the Trustee
exclusively in the Allen Common Stock Fund, with the exception
that, to avoid the retention of idle funds, such participant and
Company contributions may be invested in cash equivalent securities
for periods generally not exceeding 30 days prior to investment in
the Allen Common Stock Fund or the other Investment Funds. While
such contributions are invested in cash equivalent securities,
interest is accrued until the contributions are allocated to the
respective Investment Funds.
The Trustee purchases shares of the Company's common stock on
a national securities exchange at then current market prices or in
any other manner that the Trustee deems appropriate, including
purchases from the Company, and invests in the other Investment
Funds, as directed by the participants. At December 31, 1993, the
Company had authorized and made available for purchase by the Plan
53,618 shares of its common stock held in treasury shares at 15%
below prevailing market prices. The Company has no control over
the times or prices at which the Trustee makes such purchases and
investments or the amounts thereof, and the number of shares or
units purchased depends on the prices paid by the Trustee. In
addition to purchases on the New York Stock Exchange, during 1993,
1992 and 1991, the Trustee purchased from the Company 108,880,
56,452 and 68,164 shares (share data has been restated to reflect
a two-for-one stock split by Company paid in October, 1993),
respectively, of common stock for the accounts of participants in
the Plan.
4. VESTING AND WITHDRAWALS
The Plan provides that two accounts be maintained for each
participant. Investments acquired with the participant's contri-
butions are held in the Participant Contribution Account, and
investments acquired with the Company's contributions are held in
the Employer Contribution Account. Cash dividends, interest and
investment earnings paid on the investments in each of the partici-
pant's accounts are automatically reinvested in the respective
Investment Funds to which they relate. Each participant's interest
in his or her Participant and Employer Contribution Accounts is
always fully vested. Except for permitted withdrawals after
attaining age 59-1/2 and hardship distributions, the participant's
investments are distributable only when employment terminates. A
participant, or the beneficiary of a deceased participant, is
entitled to receive the aggregate value of the participant's shares
and units held under the Plan if employment is terminated for any
reason, including death, disability or retirement.
While employed by the Company or a subsidiary, a participant
may withdraw all or any part of his or her Participant Contribution
Account and his or her Employer Contribution Account only in cases
of financial hardship or after attaining age 59-1/2. In cases of
financial hardship where a participant requires funds to meet an
immediate, heavy financial need and has no other resources reason-
ably available to meet that need, he or she may request the
Committee to authorize a withdrawal by him or her from his or her
Participant and Employer Contribution Accounts. The Committee
relies on Internal Revenue Service ("IRS") guidelines to determine
if financial hardship exists and to determine the amount, if any,
of the withdrawal to be made by the participant. In addition,
after attaining 59-1/2, a participant may withdraw all or a portion
of his or her Participant and Employer Contribution Accounts for
any reason without penalty.
No more than one withdrawal may be made in a six-month period.
All withdrawals must be for the number of shares in the Allen
Common Stock Fund or units in the other Investment Funds equal in
value as of the applicable valuation date and must total at least
$1,000. If the shares and units in the participant's accounts have
a lower value prior to the actual distribution then the withdrawal
will equal the lower value.
Shares or units withdrawn and distributed in 1993, 1992 and
1991 by participants from the respective Investments Funds were as
follows:
1993 1992 1991
Fidelity Managed Income Portfolio 627,759 280,357 587,176
Fidelity Equity-Income Fund, Inc. 42,808 9,107 27,312
Fidelity Retirement Growth Fund 124,672 10,584 28,347
Allen Common Stock Fund 80,303 44,458 83,740
Based upon the recently issued Accounting and Auditing Guide
(with conforming changes as of May 31, 1993), "Audits of Employee
Benefit Plans" by the American Institute of Certified Public
Accountants, the Plan no longer accounts for amounts owed to
withdrawing but unpaid former participants and participant loans in
process as Plan liabilities. The financial statements for the year
ended December 31, 1993 include this cumulative change in
accounting principle in the statement of income and changes in plan
equity. Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows at December 31, 1993:
Fidelity managed Income Portfolio $ 28,735
Fidelity Equity Income Fund, Inc. 27,205
Fidelity Retirement Growth Fund 10,460
Allen Common Stock Fund 87,603
$154,003
5. PARTICIPANT LOAN ACCOUNT
In June 1991, the Board of Directors of the Company amended
the Plan to permit participants to borrow, for any reason, up to
50% of the value of his/her Investment Funds including employer
contributions. As more fully described in the "Loan Rules,"
participants must meet certain minimum qualifications to obtain a
loan, and loans must be for a minimum of $500 and cannot exceed
$50,000. The term of the loan can be for any period of time up to
60 months as selected by the participant; such loans bear interest
at the prime rate charged by the Company's principal lending banks
plus 1% at the time the loan is made and will carry such interest
rate throughout their terms. Monthly principal and interest
repayments (done automatically through payroll deductions) will be
credited to the participant's own account and will be reinvested in
the Investment Funds in the same manner as the participant's
contributions are invested.
If a loan is declared in default (as defined), the entire
outstanding principal and interest balance will become immediately
due and payable, and if not immediately paid the loan will be
cancelled and the outstanding balance will be treated as a
distribution or withdrawal from the Plan depending upon the
participant's tax circumstances. However, the Plan Committee, in
its sole discretion, may take such action as it considers
appropriate to collect the unpaid principal and accrued interest on
a defaulted loan. Funds for a loan will be obtained from the net
proceeds, after the payment of brokerage commissions and other
expenses, of the sale of a sufficient number of units or shares in
the participant's Investment Fund account.
6. FEDERAL INCOME TAXES
The Company has received a determination from the IRS that the
Plan is a qualified plan under Section 401(a) and 401(k) of the
Internal Revenue Code. Accordingly, the Plan is not subject to
federal income taxes, and employer and participant contributions
and earnings of the Plan will not be subject to U.S. income taxes
until distributed to the participants. Early withdrawals or
distributions may subject the participant to certain tax penalties.
7. SALE OF DIVISION
Effective June 10, 1993, The Allen Group Inc. sold the net
assets of its automotive diagnostic test equipment business
comprised of: the Company's Allen Testproducts division (U.S. and
Canada); Allen Group Electronics Puerto Rico Inc.; The Allen Group
Leasing Corporation; and The Allen Testproducts division and
related leasing operations of The Allen Group Canada Limited; to
SPX Corporation. In connection with this sale, the Plan assets and
corresponding future liability relating to employees of the above
mentioned entities were transferred to SPX Corporation in 1993.
This transfer of funds has been included in the statement of income
and changes in plan equity as "withdrawals and distributions" and
amounted to approximately $3,136,000.
