SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(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, 1994
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, (216) 765-5818
including area code
Pursuant to the requirements of the Securities 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, 1995 By: /s/ McDara P. Folan, III
McDara P. Folan, III
Vice President, Secretary
and General Counsel
Page 1 of 40 pages
Exhibit Index is located on page 5
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 17, 1995, are incorporated herein by reference to
pages 15 to 29 of the Registrant's 1994 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, 1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Stockholders' Equity for the
Years Ended
December 31, 1994, 1993 and 1992
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 schedule
Schedule II - Valuation and Qualifying Accounts and
Reserves, on page 4 of this Report
Schedules other than the schedule 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 5 to 10
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.
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 1994 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 schedule listed in the Index on page 15 of this Form 10-K
Annual Report.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
February 17, 1995
<TABLE>
THE ALLEN GROUP INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
(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:
1994 $ 1,270 417 - 3(1) $ 1,684
1993 $ 3,543 719 - 2,992(1)(2) $ 1,270
1992 $ 1,470 2,416 - 343(1) $ 3,543
(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.
</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 (filed as Exhibit Number 3(g) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference)..... -
(h) Certificate Eliminating $1.75 Convertible Exchangeable
Preferred Stock, Series A (filed as Exhibit Number 3(h)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference)..... -
(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)..................................... -
(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 (filed as Exhibit
Number 4(b) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1993
(Commission file number 1-6016) and incorporated
herein by reference)............................. -
Additional information concerning Registrant's long-
term debt is set forth in Note 2 of the Notes to
Consolidated Financial Statements on pages 20 to 21 of
Registrant's 1994 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 Number 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)..... -
(e) Form of Restricted Stock Agreement pursuant to 1982
Stock Plan, as amended (filed as Exhibit Number 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 Number 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) Amendment to The Allen Group Inc. 1992 Stock Plan,
dated September 13, 1994 (filed as Exhibit Number
10 to the Registrant's Form 10-Q Quarterly Report
for the quarterly period ended September 30, 1994
(Commission file number 1-6016) and incorporated
herein by reference)............................. -
(h) Second Amendment to The Allen Group Inc. 1992 Stock
Plan, dated February 23, 1994.................... *
(i) Third Amendment to The Allen Group Inc. 1992 Stock
Plan, dated February 23, 1994..................... *
_____________________
* Previously filed on March 30, 1995
(j) 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 (filed as Exhibit Number 10(g)
to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1993 (Commission
file number 1-6016) and incorporated herein by
reference)........................................ -
(k) 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 Number 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)..... -
(l) Amendment to Restricted Stock Agreements pursuant to
1992 Stock Plan (Salary Increase Deferral), dated
February 22, 1995................................ *
(m) 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) ............................. -
(n) 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)........................................ -
(o) Form of Non-Qualified Option to Purchase Stock
pursuant to The Allen Group Inc. 1994 Non-Employee
Directors Stock Option Plan....................... *
(p) The Allen Group Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992) (filed as
Exhibit Number 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)............................... -
_____________________
* Previously filed on March 30, 1995
(q) Form of Restricted Stock Agreement pursuant to
1992 Stock Plan and Key Management Deferred
Bonus Plan (filed as Exhibit Number 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)....................................... -
(r) 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) ....................................... -
(s) 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)............................. -
(t) The Allen Group Inc. Master Discretionary
Severance Pay Plan, effective January 1, 1993..... *
(u) 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) ............................. -
(v) Amendment, dated May 14, 1991, to Key Employee
Severance Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit Number 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)........................................ -
(w) 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) ............................. -
_____________________
* Previously filed on March 30, 1995
(x) Amendment, dated as of February 27, 1992, of
Employment Agreement, dated June 28, 1988,
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, 1992 (Commission file number
1-6016) and incorporated herein by reference)..... -
(y) 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).............................. -
(z) 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).............................. -
(aa) 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)................ -
(bb) Insured Supplemental Retirement Benefit Agreement,
dated as of September 4, 1985, between the
Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(l) 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)............... -
(cc) Split Dollar Insurance Agreement, dated as of July 1,
1991, between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 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............. -
(dd) 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)...................................... -
(ee) 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)............................ -
(ff) 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)...................................... -
(gg) 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 Number
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)............................ -
(hh) 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)....................................... -
(ii) 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)............................ -
(jj) 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 Number 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..... -
(kk) 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 Number 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) 1994 Annual Report to Stockholders**............. *
(21) Subsidiaries of the Registrant................... *
(23) Consent of Independent Accountants............... 12
(27) Financial Data Schedule.......................... *
(99) (a) Annual Report on Form 11-K of The Allen
Group Inc. Employee Stock Savings Plan
for the fiscal year ended December 31, 1994.. 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, 1994.......... 23
_____________________
* Previously filed March 30, 1995
** 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 15 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
hereof.
_____________________
A copy of any of these Exhibits 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.
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. 33-53499, 33-53487, 33-52420, 33-8658
and 2-99919) and the related Prospectuses of The Allen Group Inc. of (a)
our report dated February 17, 1995 on our audits of the consolidated
financial statements of The Allen Group Inc. as of December 31, 1994 and
1993 and for the years ended December 31, 1994, 1993, 1992, which report
has been incorporated by reference in this Annual Report on Form 10-K from
the 1994 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 17, 1995 on our audits of the
financial statement schedule for the years ended December 31, 1994, 1993
and 1992 of The Allen Group Inc., which report appears on page 16 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 L.L.P.
Cleveland, Ohio
March 30, 1995
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 13, 1995 on our audits of the
financial statements of The Allen Group Inc. Employee Stock Savings Plan
as of December 31, 1994 and 1993 and for the years ended December 31,
1994, 1993 and 1992, 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, L.L.P.
Cleveland, Ohio
April 28, 1995
We consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 33-53487 and 2-99919) and the related
Prospectuses of The Allen Group Inc. of our report dated April 13, 1995 on
our audits of the financial statements of The Allen Group Inc. Employee
Before-Tax Savings Plan as of December 31, 1994 and 1993 and for the years
ended December 31, 1994, 1993 and 1992, which report is included in the
Annual Report on Form 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 L.L.P.
Cleveland, Ohio
April 28, 1995
EXHIBIT 99 (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, 1994
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 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
Beachwood, Ohio 44122<PAGE>
THE ALLEN GROUP INC.
EMPLOYEE STOCK SAVINGS PLAN
FORM 11-K
(For the fiscal year ended December 31, 1994)
Table of Contents
Financial Statements
(i) Report of Independent Accountants 3
(ii) Statements of Financial Condition -
December 31, 1994 and 1993 4
(iii) Statements of Income and Changes
in Plan Equity for the years
ended December 31, 1994, 1993
and 1992 5
(iv) Notes to Financial Statements 6 - 9
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, 1994 and 1993, and the related statements of income and changes
in plan equity for each of the three years in the period ended
December 31, 1994. 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,
1994 and 1993 and the results of its operations and changes in plan
equity for each of the three years in the period ended December 31,
1994 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 1994 and 1993 financial statements using the
liquidation basis of accounting.
As described in Note 2 to the financial statements, in 1993 the
Plan modified its accounting for amounts owed to withdrawing
participants based upon recently issued professional guidance.
COOPERS & LYBRAND, L.L.P.
Cleveland, Ohio
April 13, 1995
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1994 AND 1993
<CAPTION>
1994 1993
<S> <C> <C>
Assets:
Investment in common stock of
The Allen Group Inc. at market
value - 2,467 shares in 1994,
8,446 shares in 1993 (Note 2) $ 58,900 $ 153,084
Accrued interest and dividends
receivable (Note 2) 186 -
Cash and equivalents 3,353 10,767
62,439 163,851
Liabilities:
Accrued administrative expenses 1,049 -
1,049 -
Plan equity $ 61,390 $ 163,851
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED December 31, 1994, 1993 AND 1992
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Participant contributions
(Note 3) $ - $ - $ 33,287
Investment income:
Interest 219 5,157 1,521
Dividends 1,471 16,779 30,073
Net appreciation/adjustments
in the fair value of
investments (Note 1) 10,177 115,073 878,730
Net increase in plan equity 11,867 137,009 943,611
Less withdrawals, distribu-
tions and forfeitures -
1994, 8,340 shares;
1993, 155,941 shares; and
1992, 22,426 shares; (114,328) (3,226,188) (786,223)
Cumulative change in
accounting principle
(Note 2) - 34,075 -
Change in plan equity for
the year (102,461) (3,055,104) 157,388
Plan equity, beginning of
year 163,851 3,218,955 3,061,567
Plan equity, end of year
(Note 1) $ 61,390 $ 163,851 $3,218,955
The Notes are an integral part of these statements.
</TABLE>
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 each phase of
liquidation, participants were 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 were handled accordingly and 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 developed a graduated scale under which forfeiture
shares were subsequently distributed. 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, the majority of the Plan's assets were
distributed. During 1994, a small distribution took place to
clear the account of any remaining cash. Upon subsequent
review, the trustee identified an additional 2,361 shares
relating to the Plan, and adjusted for same in December 1994.
These shares, plus any excess cash in the Plan are expected to
be distributed during 1995.
The financial statements have been prepared on the liquidation
basis of accounting.
2. SUMMARY OF ACCOUNTING POLICIES
The Plan 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, 1994 and
1993, the market value of such investments exceeded cost by
$57,588 and $51,127, respectively. The cost of these
investments at December 31, 1994 and December 31, 1993 were
$1,312 and $101,957, 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. See Note 1.
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 on a liquidation basis for distributions
made in 1994 and 1993.
Based upon the 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 and 1992, the Trustee purchased from the
Company 19,681 and 19,950 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, 1994, certain participants are still included in
the Plan. At December 31, 1993 there were 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 1994, 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 99 (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, 1994
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, 1994)
Table of Contents
Financial Statements
(i) Report of Independent Accountants 3
(ii) Statements of Financial Condition -
December 31, 1994 and 1993 4 - 5
(iii) Statements of Income and Changes
in Plan Equity for the years
ended December 31, 1992, 1993
and 1994 6 - 9
(iv) Notes to Financial Statements 10 - 18
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, 1994 and 1993, and the related statements of income
and changes in plan equity for each of the three years in the
period ended December 31, 1994. 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, 1994 and 1993 and the results of its operations and changes in
plan equity for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
April 13, 1995
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1994 AND 1993
<CAPTION>
Fidelity Fidelity Fidelity Allen
Managed Equity - Retirement Common Hartford
Income Income Growth Stock Fixed-Income Sub-Total
Portfolio Fund Fund Fund Fund (To Page 5)
<S> <C> <C> <C> <C> <C> <C>
December 31, 1994
Investments, at market
value (Note 3) $2,102,640 $2,037,464 $1,851,069 $5,425,976 $4,226,733 $15,643,882
Loans Receivable from
participants (Note 6) - - - - - -
Contribution receivable
(Note 4):
Participants 49,849 68,779 124,985 48,320 - 291,933
Company 49,139 35,516 41,102 179,453 1,165 306,375
Other receivables 39,057 12,848 10,074 47,655 1,532 111,166
Cash and equivalents 70,846 49,084 49,203 53,228 70,588 292,949
Other Payables (3,270) (3,105) (2,940) (8,139) (6,068) (23,522)
Plan Equity, End of Year $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783
December 31, 1993
Investments, at market
value (Note 3) $1,217,785 $1,191,203 $ 860,690 $3,078,930 $ - $ 6,348,608
Loans receivable from
participants (Note 6) - - - - - -
Contribution receivable
(Note 4):
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 - 94,718
Cash and equivalents 37,258 8,682 21,162 - - 67,102
Other Payables - - - (18,771) - (18,771)
Plan Equity, End of Year $1,272,658 $1,237,133 $ 947,833 $3,124,360 $ - $ 6,581,984
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1994 AND 1993
<CAPTION>
Carryforward Participant
Total Loan
(From Page 4) Account Total
<S> <C> <C> <C>
December 31, 1994
Investments, at market
value (Note 3) $15,643,882 $ - $15,643,882
Loans receivable from
participants (Note 6) - 1,002,668 1,002,668
Contribution receivable
(Note 4):
Participants 291,933 - 291,933
Company 306,375 - 306,375
Other receivables 111,166 152 111,318
Cash and equivalents 292,949 78,485 371,434
Other Payables (23,522) (14,902) (38,424)
Plan Equity, End of Year $16,622,783 $ 1,066,403 $17,689,186
December 31, 1993
Investments, at market
value (Note 3) $ 6,348,608 $ - $ 6,348,608
Loans receivable from
participants (Note 6) - 266,380 266,380
Contribution receivable
(Note 4):
Participants 79,536 - 79,536
Company 10,791 - 10,791
Other receivables 94,718 4,834 99,552
Cash and equivalents 67,102 - 67,102
Other Payables (18,771) (8,263) (27,034)
Plan Equity, End of Year $ 6,581,984 $ 262,951 $ 6,844,935
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
DECEMBER 31, 1992, 1993 AND 1994
<CAPTION>
Fidelity Fidelity Fidelity Allen
Managed Equity - Retirement Common Hartford
Income Income Growth Stock Fixed-Income Sub-Total
Portfolio Fund Fund Fund Fund (To Page 8)
<S> <C> <C> <C> <C> <C> <C>
1992
Plan Equity,
January 1, 1992 $1,421,726 $1,373,689 $ 940,368 $2,381,603 $ - $ 6,117,386
Contributions (Note 4) 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 - 326,532
Net appreciation (depre-
ciation) in the fair
value of investments - 154,157 (109,058) 1,007,178 - 1,052,277
Withdrawals and dis-
tributions (Note 5) (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 - 8,113,278
1993
Contributions (Note 4) 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 - 180,933
Net appreciation in
the fair value of
investments - 61,167 99,136 2,438,171 - 2,598,474
Withdrawals and dis-
tributions (Note 5) (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
accounting principle
(Note 2) 3,747 1,172 1,211 50,842 - 56,972
Plan Equity, December 31,
1993 (to Page 7) 1,272,658 1,237,133 947,833 3,124,360 - 6,581,984
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
DECEMBER 31, 1992, 1993 AND 1994
<CAPTION>
Fidelity Fidelity Fidelity Allen
Managed Equity - Retirement Common Hartford
Income Income Growth Stock Fixed-Income Sub-Total
Portfolio Fund Fund Fund Fund (To Page 9)
<S> <C> <C> <C> <C> <C> <C>
Plan Equity, December 31,
1993 (from Page 6) 1,272,658 1,237,133 947,833 3,124,360 - 6,581,984
1994
Contributions (Note 4) 406,474 387,887 436,287 1,015,728 130,688 2,377,064
Investment income:
Dividends - - - 35,356 - 35,356
Interest 82,284 83,334 28,964 - 298,890 493,472
Net appreciation (depre-
ciation) in the fair
value of investments - (99,318) (50,771) 1,301,653 - 1,151,564
Withdrawals and dis-
tributions (Note 5) (97,050) (59,506) (56,649) (160,532) (411,203) (784,940)
Administrative Expenses (3,270) (3,105) (2,940) (10,184) (18,062) (37,561)
Interfund Activity:
Interfund transfers (9,163) 7,446 29,854 (17,970) (92,738) (82,571)
Interfund loans 6,921 (75,557) (58,952) 23,845 (89,954) (193,697)
Rollover of ATG Funds to
Allen Funds (Note 1) 649,407 722,272 799,867 434,237 (26,673) 2,579,110
Rollover from ATG Savings and
Incentive Plan (Note 1) - - - - 4,503,002 4,503,002
Plan Equity,
December 31, 1994 $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783
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
DECEMBER 31, 1992, 1993 AND 1994
<CAPTION>
Twentieth Twentieth
Carryforward Participant Century Century Vanguard
Total Loan Ultra Select Fixed
(From Page 6) Account Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
1992
Plan Equity,
January 1, 1992 $6,117,386 $ 62,559 $ - $ - $ - $ 6,179,945
Contributions (Note 4) 1,327,140 - - - - 1,327,140
Investment Income:
Dividends 87,402 - - - - 87,402
Interest 326,532 3,039 - - - 329,571
Net appreciation (depre-
ciation) in the fair
value of investments 1,052,277 - - - - 1,052,277
Withdrawals and dis-
tributions (Note 5) (609,985) - - - - (609,985)
Interfund Activity :
Interfund transfers - - - - - -
Interfund loans (187,474) 187,474 - - - -
Plan Equity,
December 31, 1992 8,113,278 253,072 - - - 8,366,350
1993
Contributions (Note 4) 1,375,089 - - - - 1,375,089
Investment income:
Dividends 81,339 - - - - 81,339
Interest 180,933 13,451 - - - 194,384
Net appreciation in
the fair value of
investments 2,598,474 - - - - 2,598,474
Withdrawals and dis-
tributions (Note 5) (5,827,673) - - - - (5,827,673)
Interfund Activity:
Interfund transfers (33,147) 33,147 - - - -
Interfund loans 36,719 (36,719) - - - -
Cumulative change in
accounting principle
(Note 2) 56,972 - - - - 56,972
Plan Equity, December 31,
1993 (to Page 9) 6,581,984 262,951 - - - 6,844,935
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
DECEMBER 31, 1992, 1993 AND 1994
<CAPTION>
Twentieth Twentieth
Carryforward Participant Century Century Vanguard
Total Loan Ultra Select Fixed
(From Page 7) Account Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Plan equity, December 31,
1993 (From Page 8) 6,581,984 262,951 - - - 6,844,935
1994
Contributions (Note 4) 2,377,064 - 44,921 35,848 25,655 2,483,488
Investment income:
Dividends 35,356 - - - - 35,356
Interest 493,472 17,950 3,209 2,665 45,792 563,088
Net appreciation (depre-
ciation) in the fair
value of investments 1,151,564 - (79,579) (72,737) (95,267) 903,981
Withdrawals and dis-
tributions (Note 5) (2784,940) - (155,351) (219,756) (38,751) (1,198,798)
Administrative Expenses (37,561) (1,675) (1,453) (1,366) (1,086) (43,141)
Interfund Activity:
Interfund transfers (82,571) 5,446 33,803 6,067 37,255 -
Interfund loans (193,697) 207,539 (3,984) 2,447 (12,305) -
Rollover of ATG Funds to
Allen Funds (Note 1) 2,579,110 - (957,537) (902,859) (718,714) -
Rollover from ATG Savings
and Incentive Plan
(Note 1) 4,503,002 574,192 1,115,971 1,149,691 757,421 8,100,277
Plan Equity,
December 31, 1994 $16,622,783 $1,066,403 $ - $ - $ - $17,689,186
The Notes are an integral part of these statements.
</TABLE>
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. OPERATIONS
The Allen Group Inc. Employee Before-Tax Savings Plan (the
"Plan") is designed to offer employees of The Allen Group Inc. (the
"Company"), who choose to participate, a form of savings that
allows for a deferral of current income taxes while saving for
retirement. The Plan is administered by The Allen Group Inc.
Employee Before-Tax Savings Plan Committee (the "Committee") which
is comprised of management personnel and officers of the Company.
Effective January 1, 1994, the Company merged the Allen
Telecom Group, Inc. ("ATG") Savings and Incentive Plan (formerly
the Alliance Telecommunications Corporation Savings and Incentive
Plan) (the "ATG Plan") into the Plan. As a result of the merger,
all assets and liabilities of the ATG Plan were transferred to the
Plan as of the effective date, and the Plan was amended such that
all ATG Plan participants became participants of the Plan.
Subsequent to the initial transfer, the former ATG Plan
participants were directed to reallocate contributions into The
Allen Group Inc. Before-Tax Savings Plan investment funds as the
former ATG Plan investment funds were planned to be discontinued.
During the reallocation process, however, it was determined that
significant penalties would be incurred if the Hartford Fixed-
Income Fund were fully liquidated. As a result, the Company
decided to maintain the Hartford Fixed-Income Fund as an investment
option for all Plan participants. In addition, all ATG Plan
participant loan account balances are included in the Allen
Participant Loan Account as of December 31, 1994.
2. SUMMARY OF ACCOUNTING POLICIES
Participants' contributions to the Plan are invested by the
Trustee (Harris Trust and Savings Bank) in the Investment Funds
(described in Note 4), 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
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 Hartford
Fixed-Income Fund consists of a deposit administration contract
with the ITT Hartford Life Insurance Company ("Hartford") which
maintains the contributions in a pooled account. The investment is
included in the accompanying financial statements at December 31,
1994 at the contract value reported to the Plan by Hartford.
Contract value represents contributions made under the contract,
plus interest at the contract rate, less funds used to purchase
withdrawal annuities and pay administrative expenses. Funds under
the contract that have been allocated and applied to purchase
annuities (that is, Hartford is obligated to pay the related
benefits and not the Plan) are excluded from the Plan's assets.
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 1993 to conform with
professional guidance issued by the American Institute of Certified
Public Accountants and, as a result, the Plan no longer accounts
for amounts owed to withdrawing but unpaid former participants and
participant loans in process as liabilities. The financial
statements for the year ended December 31, 1993 include the
cumulative change in accounting principle in the statement of
income and changes in plan equity. 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.
During 1994, the Plan was amended such that all administrative
expenses are now paid by the Plan from Forfeiture Funds, to the
extent that Forfeiture Funds are available. Prior to this
amendment, all expenses of administering the Plan, including the
Trustee's fees were paid by the Company. Administrative expenses
are not paid by participants, except that there is a fixed charge
of $50 for second and third loans outstanding which is borne by
those individuals who chose to have more than one loan outstanding.
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.
3. INVESTMENTS
The cost, market value and net asset value per unit/share at
December 31, 1994 and 1993 for the respective Investment Funds (see
Note 4) were as follows:
<TABLE>
<CAPTION>
December 31, 1994
Net Asset
Market Value Per
Cost Value Unit/Share
<S> <C> <C> <C>
Fidelity Managed Income
Portfolio (2,102,640 units) $ 2,102,640 $ 2,102,640 $1.00
Fidelity Equity-Income
Fund, Inc. (66,366 units) 2,019,132 2,037,464 $30.70
Fidelity Retirement Growth Fund
(113,982 units) 2,024,951 1,851,069 $16.24
Allen Common Stock Fund
(227,266 shares) 2,600,864 5,425,976 $23.88
Hartford Fixed-Income Fund 4,226,733 4,226,733 -
$12,974,320 $15,643,882
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
Market Value Per
Cost Value Unit/Share
<S> <C> <C> <C>
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
</TABLE>
4. CONTRIBUTIONS
Participation in the Plan is voluntary, and all employees
(full-time and part-time, salaried, hourly and union employees,
only if pursuant to 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. In addition, as discussed in Note 1,
any employee who was a participant of the ATG Plan on December 31,
1993 became a participant of the Plan as of January 1, 1994.
Effective May 1, 1994, the Plan was amended to extend the
eligibility participation period from six months to twelve months
for employees of the Company's MARTA Technologies Division
("MARTA"). The Plan was amended as of January 1, 1994 so that
effective March 1, 1994 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
17% of his or her compensation for such month. Prior to this date
the maximum allowable contribution percentage was 12% on a before-
tax basis. The Plan was also amended to entitle participants to
make after-tax contributions of not less than 1% nor more than 12%
of his or her compensation. In any event, a participants'
contributions may not, in the aggregate, exceed 18% of his or her
compensation. 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. In addition, a participants' individual
allowable contributions may be limited by various other government
regulations. Contributions by participants may be made only
through periodic payroll deductions.
In addition to the above, the Plan was amended to provide the
Company's Comsearch Division ("Comsearch") (differentiated as a
separate line of business) an annual contribution to each
participant who is employed on the last day of the Plan year an
amount equal to 3% of the participant's Plan year compensation.
This benefit is in lieu of Comsearch participating in an employer
sponsored defined benefit plan.
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%,
of 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
investment. Company contributions to the Allen Common Stock Fund
relating to the Company match included in the statements of income
and changes in plan equity were $312,262, $185,711 and $223,593 for
the years ended December 31, 1994, 1993 and 1992, respectively. In
addition, the profit-sharing contribution, noted above, included in
the statement of income and changes in plan equity for the year
ended December 31, 1994 was $224,233.
Participants' contributions to the Plan are invested by the
Trustee, as directed by the participant, in one investment fund or
divided among two or more funds, with such funds (the "Investment
Funds") comprised of the following:
<TABLE>
<CAPTION> Number of
Participants
as of
December 31,
1994 1993
<S> <C> <C>
(i) Fidelity Managed Income Portfolio: is
intended to be a more conservative
Investment Fund; invests in a portfolio
of investment contracts issued by
insurance companies, banks, or other
financial institutions; 693 254
(ii) Fidelity Equity-Income Fund: seeks
reasonable income by investing primarily
in income-producing equity securities; 595 273
(iii) Fidelity Retirement Growth Fund: seeks
capital appreciation by investing primarily
in the common stock of companies operating
in the United States and/or abroad, although
bonds and preferred stock may also be
purchased by the Fund; 541 214
(iv) Allen Common Stock Fund: consists solely
of shares of common stock (par value $1.00
per share) of the Company; and, 1,115 460
(v) Hartford Fixed-Income Fund: intended to
provide a predictable rate of return;
Hartford guarantees contributions against
financial loss. 434 -
</TABLE>
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 participants.
A participant may change Investment Funds as to any future
participant contributions 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. A participant may
transfer all or part of the value of his existing Participant
Contribution Account (Note 5) between Investment Funds by
submitting a prescribed form to the Committee during the months of
February, May, August and 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. However, the Hartford and Fidelity Managed Income
Funds have certain restrictions on direct transfers between the
Funds. The brokerage fees, if any, of such sales and investments
will be paid by the individual participant making the transfer.
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 (with the exception of the
profit-sharing contribution noted previously) 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 generally accrued until the
contributions are allocated to the respective Investment Funds.
Participants' before-tax contributions to the Allen Common
Stock Fund and Company matching contributions are used by the
Trustee to purchase treasury shares provided by the Company at a
price which is 15% below prevailing market price at the time of
purchase. During 1994, 1993 and 1992, the Trustee purchased from
the Company 54,504, 108,880 and 56,452 shares, respectively of
common stock for the accounts of participants in the Plan. In
addition, at December 31, 1994, the Company had authorized and made
available for purchase by the Plan 120,916 shares of its common
stock held in treasury shares at 15% below prevailing market
prices. The Trustee purchases shares of the Company's common stock
for transactions other than purchases for before-tax contributions
and Company matching contributions in open market transactions. In
addition, the Trustee purchases shares or other units of the other
Investment Funds (as directed by the participants) on a national
securities exchange at market prices current at the time of
purchase or in such other manner as the Trustee, in the sole
discretion, may determine. 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.
5. VESTING AND WITHDRAWALS
Pursuant to the Plan, investments acquired with the
participant's contributions are segregated in the participant
contribution account, and investments acquired with the Company's
contributions are segregated in the employer contribution account.
Cash dividends, interest and investment earnings paid on the
investments in each of the participant's accounts are automatically
reinvested in the respective Investment Funds to which they relate.
Each participant's interest in his or her Participant and the
Company match portion of the employer contribution accounts is
always fully vested. The aforementioned profit-sharing
contributions vest in equal amounts over the period of three to
seven years of credited service. Except for permitted withdrawals
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 before-tax participant
contribution account and his or her Employer Contribution Account
only in cases of financial hardship or after attaining age 59-1/2.
After-tax contributions may be withdrawn from the Plan once a year
in an amount no less than $250. In cases of financial hardship
where a participant requires funds to meet an immediate, heavy
financial need and has no other resources reason-ably available to
meet that need, he or she may request the Committee to authorize a
withdrawal by him or her from his or her Participant and employer
contribution accounts. The Committee relies on Internal Revenue
Service ("IRS") guidelines to determine if financial hardship
exists and to determine the amount, if any, of the withdrawal to be
made by the participant. In addition, after attaining 59-1/2, a
participant may withdraw all or a portion of his or her participant
and employer contribution accounts for any reason without penalty.
No more than one withdrawal may be made in a six-month period.
All withdrawals must be for the number of shares in the Allen
Common Stock Fund or units in the other Investment Funds equal in
value as of the applicable valuation date. If the shares and units
in the participant's accounts have a lower value prior to the
actual distribution then the withdrawal will equal the lower value.
Any amounts not vested and not eligible for withdrawal at
termination of a participant's employment are available to the Plan
to pay administrative costs and reduce Company contributions.
Shares or units withdrawn and distributed in 1994, 1993 and
1992 by participants from the respective Investments Funds were as
follows (former ATG Plan funds include shares transferred to the
Allen Plan funds):
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Fidelity Managed Income Portfolio 314,915 627,759 280,357
Fidelity Equity-Income Fund 5,682 42,808 9,107
Fidelity Retirement Growth Fund 6,983 124,672 10,584
Allen Common Stock Fund 25,396 80,303 44,458
Hartford Fixed-Income Fund ($) 599,495 - -
Twentieth Century Select Fund 29,646 - -
Twentieth Century Ultra Fund 53,731 - -
Vanguard Fixed Fund 101,714 - -
</TABLE>
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows at December 31, 1994 and
1993:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Fidelity Managed Income Portfolio $ 57,922 $ 28,735
Fidelity Equity-Income Fund 40,155 27,205
Fidelity Retirement Growth Fund 11,556 10,460
Allen Common Stock Fund 35,341 87,603
Hartford Fixed-Income Fund 141,393 -
$286,367 $154,003
</TABLE>
6. PARTICIPANT LOAN ACCOUNT
The Plan permits participants to borrow, 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) are credited to the
participant's own account and are reinvested in the Investment
Funds in the same manner as the participant's contributions are
invested. A participant may have up to three loans outstanding at
any one time.
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
canceled and the outstanding balance will be treated as a
distribution or withdrawal from the Plan depending upon the
participant's tax circumstances. 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, of the sale of a
sufficient number of units or shares in the participant's
Investment Fund account.
7. FEDERAL INCOME TAXES
The Company filed an application with the Internal Revenue
Service (IRS) on December 21, 1994 for determination on the
qualification of the Plan including all amendments through the
application date.
Prior to 1994, the Company had received a determination from
the IRS that the Plan was a qualified plan under Section 401(a) and
401(k) of the Internal Revenue Code. Accordingly, the Plan has not
been subject to federal income taxes, and employer and participant
contributions and earnings of the Plan have not been subject to
U.S. income taxes until distributed to the participants. Early
withdrawals or distributions may subject the participant to certain
tax penalties.
8. SALE OF DIVISION
Effective June 10, 1993, the Company 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 liabilities relating to employees of the above
mentioned entities were transferred to the purchaser in 1993. This
transfer of funds has been included in the statement of income and
changes in plan equity for 1993 as "withdrawals and distributions"
and amounted to approximately $3,136,000.
