<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(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: 1-6082
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
GREINER ENGINEERING, INC.
909 E. Las Colinas Blvd.
Suite 1900
Irving, TX 75039
<PAGE> 2
FORM 11-K
ITEM 1. CHANGES IN THE PLAN
During 1994, there were no amendments to The Performance Plan and Employee
Stock Ownership Plan of Greiner Engineering, Inc. (the "Plan").
ITEM 2. CHANGES IN INVESTMENT POLICY
During 1994, there were no changes in investment policy.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Greiner Engineering, Inc. (the "Company") contributes to the Plan the
compensation reductions of each participant on a monthly basis. Additional
amounts may also be contributed to the Plan by the Company. These amounts are
a part of an incentive program pool and are computed on a sliding scale based
on Company profits.
Employer contributions payable to the Plan net of Plan expenses for 1993, 1992,
1991, and 1990 were $1,570,000, $1,449,000, $0, and $1,137,000 respectively.
In 1994, employer contributions of $1,181,000 were made to the Plan; such
amount is not net of Plan expenses since the expenses were paid directly by the
Plan beginning in 1994.
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1994, there were 1,413 Plan participants.
1
<PAGE> 3
ITEM 5. ADMINISTRATION OF THE PLAN
a. Administration of the Plan is the responsibility of an Administrative
Committee appointed by the Company's Board of Directors. Members of the
Committee (also the Trustees) serving during 1994, were:
<TABLE>
<CAPTION>
Name Address Relationship to Company
---- ------- -----------------------
<S> <C> <C>
Ben G. Christopher 7650 W. Courtney Vice President,
Campbell Causeway Greiner, Inc. Southern,
Tampa, FL 33607-1462 a subsidiary of the Company
Carole A. Chaney 909 E. Las Colinas Blvd. Vice President, Director of
Suite 1900 Human Resources
Irving, TX 75039
Arnold M. Davidson 909 E. Las Colinas Blvd. Treasurer
Suite 1900
Irving, TX 75039
Thomas D. Jenkins 2219 York Road Vice President,
Suite 200 Greiner, Inc. and Greiner,
Timonium , MD 21093-3111 Inc. Great Lakes, subsidiaries
of the Company
Chad L. Mitchell 5890 Stoneridge Drive Vice President,
Pleasanton, CA 94588-2702 Greiner, Inc. Pacific,
a subsidiary of the Company
Katherine L. Gardner 7650 W. Courtney Vice President,
Campbell Causeway Greiner, Inc. Pacific,
Tampa, FL 33607-1462 a subsidiary of the Company
Robert J. Vensas 3950 Sparks Dr., S.E. Vice President,
Grand Rapids, MI 49546 Greiner, Inc. Great Lakes,
a subsidiary of the Company
</TABLE>
b. During 1994, the Board of Directors accepted the resignation of Ben G.
Christopher as Trustee in conjunction with his retirement.
c. The Trustees have not received compensation from the Plan.
2
<PAGE> 4
ITEM 6. CUSTODIANS OF INVESTMENTS
a. The following are the present Custodians of the Plan's assets:
NationsBank
16th Floor, NCNB Plaza
P. O. Box 832222
Dallas, TX 75283-2222
Massachusetts Mutual Life Insurance Company
Springfield, MA 01111
b. The Custodians received compensation totaling $30,805 from the Plan during
the year ended December 31, 1994. All fees associated with the Plan were
paid by the Plan. All fees have previously been paid by the Company out
of the incentive pool.
c. The assets of the Plan held by the Custodians are covered by the bonds and
insurance carried by each of the custodians.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Contributions to the Plan began in July 1984, and individual statements have
been furnished to each participant at least quarterly since that date.
ITEM 8. INVESTMENT OF FUNDS
a. During 1994, 1993, and 1992, the Plan paid brokerage commissions of
$14,518, $10,823, and $5,932 respectively, for purchases and/or sales of
the Company's Common Stock.
b. During the Plan's fiscal year ended December 31, 1994, the Trustees
employed the investment analyst listed below:
The Principal/Eppler, Guerin & Turner, Inc.
The Fountain Place
1445 Ross Avenue
Suite 2300
Dallas, TX 75202-2786
c. The Plan's investment options have been reviewed quarterly beginning with
the second quarter, 1990.
The Plan incurred fees of $16,134 to the investment analysts. All fees
associated with analysts' services were paid by the Plan for 1994. Fees
associated with analysts' services in prior years were paid by the Company out
of the incentive pool.
3
<PAGE> 5
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements: The Financial Statements listed in the accompanying
index on page 6 are filed as part of the annual report.
b. Exhibits: The following are filed as exhibits:
<TABLE>
<CAPTION>
Incorporated by
Description reference to
----------- ----------------
<S> <C>
The Performance Plan and Exhibit 4.1
Employee Stock Ownership Plan Form S-8
of Greiner Engineering, Inc. Registration Statement
(filed December 24, 1987)
The Performance Trust and Exhibit 4.1
Employee Stock Ownership Plan Form S-8
of Greiner Engineering, Inc. Registration Statement
(filed December 24, 1987)
List of subsidiaries of the Exhibit 22
Company whose employees Form 10-K report for
are eligible to participate the year ended
in the Plan December 31, 1994
</TABLE>
4
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed by the
undersigned, thereunto duly authorized.
THE PERFORMANCE PLAN
AND EMPLOYEE STOCK
OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
By: Administrative Committee of
The Performance Plan
and Employee Stock
Ownership Plan of
Greiner Engineering, Inc.
Date: June 6, 1995 By: ARNOLD M. DAVIDSON
Arnold M. Davidson, Trustee
5
<PAGE> 7
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Financial Statements:
Statements of Net Assets Available for
Plan Benefits, December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 8
Statements of Changes in Net Assets Available
for Plan Benefits, Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . 21
Item 27d - Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
All other schedules required by 29CFR2520.103-10 of the Department of Labor
Rules and Regulations for reporting and disclosure under ERISA have been
omitted because they are not applicable, not required, or the information
required to be set forth therein is included in the financial statements or the
accompanying notes.
6
<PAGE> 8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
The Performance Plan and Employee Stock Ownership Plan
of Greiner Engineering, Inc.
In our opinion, the financial statements and schedules listed in the
accompanying index present fairly, in all material respects, the net assets
available for benefits of The Performance Plan and Employee Stock Ownership of
Greiner Engineering, Inc. as of December 31, 1994 and 1993, and the changes in
its net assets available for benefits for the three years ended December 31,
1994, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Price Waterhouse LLP
Dallas, Texas
April 28, 1995
7
<PAGE> 9
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
----------------- -----------------
<S> <C> <C>
ASSETS:
Investments (Note 3) $ 43,320,398 $ 42,226,249
Contributions receivable from Greiner
Engineering, Inc. (including reductions
from participants' compensation of
$263,074 and $328,392 in 1994 and
1993, respectively) 1,444,074 1,898,391
Cash and short-term investments 1,573,744 687,866
Interest and other receivables 25,346 41,628
---------------- --------------
46,363,562 44,854,134
---------------- --------------
LIABILITIES:
Note payable to Greiner Engineering, Inc.
for purchase of Company stock - 500,000
Accrued interest payable - 16,992
Accrued expenses 25,859 (110)
---------------- -------------
25,859 516,882
---------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 46,337,703 $ 44,337,252
================ ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE> 10
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Purchase of Company stock $ - $ 500,000 $ -
Contributions by:
Greiner Engineering, Inc. 1,181,000 1,570,000 1,449,000
Participants 3,770,332 3,584,335 3,142,215
Investment income:
Dividends 1,509,210 756,751 558,543
Interest income 1,445,742 1,443,370 1,546,366
Realized and unrealized
gains (losses) (4,080,215) (1,898,083) 2,115,641
----------------- ----------- ---------------
3,826,069 5,956,373 8,811,765
----------------- ----------- ----------------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to participants 1,652,826 1,298,254 2,601,283
Additions to note payable to Greiner
Engineering, Inc. for purchase of
Company stock (Note 4) - 500,000 -
Interest expense 2,917 20,160 44,985
Plan expenses 169,875 18,098 11,532
----------------- ----------- ---------------
1,825,618 1,836,512 2,657,800
----------------- ----------- ---------------
NET INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 2,000,451 4,119,861 6,153,965
----------------- ----------- ---------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 44,337,252 40,217,391 34,063,426
----------------- ----------- ---------------
End of year $ 46,337,703 $44,337,252 $ 40,217,391
================= =========== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE> 11
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF PLAN:
The following description of The Performance Plan and Employee Stock Ownership
Plan of Greiner Engineering, Inc. (the "Plan") provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan, established in 1984, is a non-discriminatory profit sharing plan for
all full-time employees of the Company who have completed six months of
service, are age 21 or older and elect to participate. Also included in the
Plan are participants of predecessor plans whose assets were transferred into
the Plan in 1984. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). It has been amended to
incorporate legislative changes required by the various tax acts enacted since
1984.
Contributions
Eligible employees may elect to make contributions to the Plan by means of
compensation reductions of up to 11% of their compensation. Employees may
allocate their contributions to investment options in 1% increments. The
Company may also contribute such additional amounts as the Board of Directors,
at its discretion, may approve. The aggregate of employee and Company
contributions cannot exceed the lesser of $30,000 or 25% of compensation paid
or accrued during the tax year for each participant. The Company's
discretionary contributions for each plan year will be made during the first
quarter of the year following the plan year. These contributions are
determined by a profit sharing formula which is based on a sliding scale of
Company profits before computation of taxes and contributions to incentive
plans.
The Plan allows participants to contribute funds which were previously a part
of another plan. Such "rollovers" are included on the Statement of Changes in
Net Assets as a part of contributions by participants and aggregated $42,302,
$138,030, and $136,890 for the years ended December 31, 1994, 1993, and 1992,
respectively.
Participants' Accounts
Participants' accounts are credited with the participants' contributions and an
allocation of (a) the Company's contribution, (b) Plan earnings, and (c)
forfeitures of terminated participants' nonvested accounts.
Vesting of Contributions to the Plan
Participants' contributions to the Plan are 100% vested at all times. Employer
contributions to the Plan are vested in accordance with a Plan document
schedule based on the participant's length of service with the Company. The
schedule provides for full vesting after seven (7) years of service.
In the event of a participant's termination of employment, retirement, death,
or total and permanent disability, the participant and/or beneficiary can elect
to receive payment of his vested account based upon its value as of the
valuation date coincident with or immediately preceding such distributable
event or as of a valuation date following such distributable event.
10
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS CONTINUED
Investment Options
Eligible participants have five investment options including Common Stock of
the Company, a Fixed Income option, a Diversified Equity option consisting of
various mutual funds, a Balanced option, and a Short Term Treasury Fund.
Contributions to the Fixed Income option are invested in government fixed
income securities and a pool of variable rate group annuity contracts. In
addition, the Fixed Income option also includes a group annuity contract at a
specified guaranteed rate issued by John Hancock Mutual Life Insurance Company
The Diversified Equity Option includes AIM Weingarten, Vanguard Windsor,
Twentieth Century Ultra, and FPA Capital. Contributions in the Balanced option
are invested 60% in the Diversified Equity option and 40% to the Fixed Income
option.
The assets from a predecessor plan remain with Massachusetts Mutual Life
Insurance Company as custodian. These assets are invested in a guaranteed
investment contract and an equity fund which maintains a diversified stock
portfolio. No further contributions can be made to these investment options.
Payment of Benefits
In the event of a participant's termination of employment, retirement,
disability, or death, the participant or beneficiary may elect to receive an
amount equal to the vested value of their account in either a lump-sum or
periodic payments of substantially equal installments at least annually. The
payment will be based on a date coincident with or immediately preceding such
distributable event or as of a valuation date following such event.
The Plan allows hardship withdrawals for the following reasons:
1. purchase of the participant's principal residence;
2. unreimbursed medical expenses;
3. payment of next twelve months' tuition and related expenses
at a post-secondary school for the
participant, his/her spouse, children, or dependents; or
4. payment needed to prevent the participant's eviction from or
foreclosure on his principal residence.
Certain restrictions are placed on participants taking a withdrawal from the
Plan. These restrictions include:
1. the amount withdrawn may not exceed the amount necessary to
relieve the participant's hardship;
2. the participant must first withdraw all rollover and after-tax
funds held within the Plan;
3. the participant will be restricted from making any
contributions to the Plan for a 12-month period following the
hardship withdrawal; and
4. after resuming contributions to the Plan, the participant
will be limited in the amount of contribution which can be
made to the Plan based on IRS regulations.
Distributions or withdrawals which had been approved but remained unpaid as of
December 31, 1994 aggregated $50,061.
Expenses of Administering the Plan
In 1994, the Plan paid all expenses incurred in its administration. In prior
years the Company has paid all expenses incurred in the administration of the
Plan.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared in accordance with generally
accepted accounting principles. Since the assets are stated at market value,
unrealized appreciation and depreciation of the assets are reflected in the
asset balances. Gains or losses on investments are realized at the time of
sale.
11
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS CONTINUED
Federal Income Taxes
Management believes that the Plan is qualified under Section 401(a) of the
Internal Revenue Code and therefore the trust is exempt from taxation under
Section 501(a). The Internal Revenue Service granted a favorable letter of
determination to the Plan in May, 1988. Generally, contributions to a
qualified plan are deductible by the Company when made, earnings of the trust
are tax exempt, and participants are not taxed on their benefits until
withdrawn from the Plan.
Management is unaware of any variations in the operations of the Plan from the
terms of the Plan document as amended. The Plan has complied with the fidelity
bonding requirements of ERISA.
Valuation of Securities
Valuation of securities is based on the last recorded sales price at year end,
as reported by the principal security exchange on which the security is traded.
Investments in the guaranteed investment contracts are recorded at cost which
is assumed to equal market. Securities transactions are recorded on a
trade-date basis.
Recognition of Dividend Income
Interest is recognized on an accrual basis and dividends are recognized on
their record date.
Reportable Transactions
For the Plan year 1994, the reportable transactions as defined in Item 27d and
Part V of Form 5500 are listed in the Supplemental Schedules, page 22.
NOTE 3. INVESTMENTS:
Investments are maintained by NationsBank as custodian, except for assets from
a predecessor plan which are held by Massachusetts Mutual Life Insurance
Company as custodian.
12
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS CONTINUED
Investments at December 31, 1994, and the quoted market values and related
costs were as follows:
<TABLE>
<CAPTION>
Number of Market
Fund description units/shares value Cost
----------------- ------------ ------- ----
<S> <C> <C> <C>
Company common stock 322,033 $ 3,381,347 $ 3,960,255
Fixed Income Option
Guaranteed investment contracts - 2,930,866 2,930,866
Actively Managed (Brown Brothers) - 2,704,240 2,777,249
US Treasury Bond - 2,193,334 2,192,533
Intermediate Stable Capital Fund 14,243 2,555,030 2,512,032
Eaton Vance Short Term Treasury Fund 1,610 92,604 91,145
Diversified Equity Option
Vanguard Windsor Fund 318,597 4,011,137 4,236,552
AIM Weingarten 268,288 4,080,654 4,421,347
Twentieth Century Ultra 203,393 4,057,683 3,457,652
FPA Capital 202,441 4,172,319 3,559,424
Predecessor plan:
Guaranteed investment contract - 6,323,992 6,323,992
Equity fund 468 1,016,183 264,005
Company common stock held by the
Employee Stock Ownership Plan 552,477 5,801,009 6,074,012
----------- -----------
Totals $43,320,398 $42,801,064
=========== ===========
</TABLE>
Investments at December 31, 1993, and the quoted market values and related
costs were as follows:
<TABLE>
<CAPTION>
Number of Market
Fund description units/shares value Cost
----------------- ------------ ------ ----
<S> <C> <C> <C>
Company common stock 292,455 $ 4,021,256 $ 3,549,574
Fixed Income Option
Guaranteed investment contracts - 6,885,734 6,885,734
Actively Managed (Brown Brothers) - 4,300,799 4,300,406
Diversified Equity Option
Vanguard Windsor Fund 222,558 3,335,158 3,155,101
AIM Weingarten 190,237 3,262,566 3,162,942
Twentieth Century Ultra 160,049 3,423,441 2,565,733
FPA Capital 167,545 3,360,945 2,849,907
Predecessor plan:
Guaranteed investment contract - 5,743,007 5,743,007
Equity fund 525 1,095,563 265,645
Company common stock held by the
Employee Stock Ownership Plan 494,384 6,797,780 5,136,529
------------ ------------
Totals $ 42,226,249 $ 37,614,578
============ ============
</TABLE>
13
<PAGE> 15
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Company Fixed Diversified
common Income Equity Balanced
Total Plan stock Option Fund Option
---------- --------- ------ ---- ------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments $43,320,398 $ 3,381,347 $10,383,470 $16,321,793 $ -
Contributions receivable
from Greiner Engineering,
Inc. (including reduction
from participants' com-
pensation of $263,074) 1,444,074 38,067 37,119 131,882 53,036
Cash and short-term investments 1,573,744 65,233 1,468,951 0 0
Interest and other receivables 25,346 2,476 23,911 (1,489) 165
Due from (to) other funds for
transfer - - 21,430 32,145 (53,575)
----------- ----------- ----------- ----------- -----------
46,363,562 3,487,123 11,934,881 16,484,331 (374)
----------- ----------- ----------- ----------- -----------
LIABILITIES:
Note payable to Greiner
Engineering, Inc. for
purchase of Company stock - - - - -
Accrued interest payable - - - - -
Accrued expenses 25,859 27,400 750 (901) (374)
----------- ----------- ----------- ----------- -----------
25,859 27,400 750 (901) (374)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $46,337,703 $ 3,459,723 $11,934,131 $16,485,232 $ 0
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Predecessor Plan
-------------------------
Guaranteed Money
Investment Equity Market
Contract Fund ESOP Option
---------- ------- ---- ------
<S> <C> <C> <C> <C>
ASSETS:
Investments $ 6,323,992 $ 1,016,183 $ 5,801,009 $ 92,604
Contributions receivable
from Greiner Engineering,
Inc. (including reduction
from participants' com-
pensation of $263,074) - - 1,181,000 2,970
Cash and short-term investments - - 39,560 -
Interest and other receivables 1 - 269 13
Due from (to) other funds for
transfer - - - -
----------- ----------- ----------- -----------
6,323,993 1,016,183 7,021,838 95,587
----------- ----------- ----------- -----------
LIABILITIES:
Note payable to Greiner
Engineering, Inc. for
purchase of Company stock - - - -
Accrued interest payable - - - -
Accrued expenses (431) (73) (506) (6)
----------- ----------- ----------- -----------
(431) (73) (506) (6)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 6,324,424 $ 1,016,256 $ 7,022,344 $ 95,593
=========== =========== =========== ===========
</TABLE>
14
<PAGE> 16
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTION
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Company Fixed Diversified
Common Income Equity Balanced
Total Plan Stock Option Option Option
---------- ------------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments $42,226,249 $ 4,021,256 $11,186,533 $13,382,110 $ -
Contributions receivable
from Greiner Engineering,
Inc. (including reduction
from participants' com-
pensation of $328,392) 1,898,391 53,247 53,637 153,020 68,487
Cash and short-term investments 687,866 18 667,766 4 -
Interest and other receivables 41,628 72 41,129 122 -
Due from (to) other funds for
transfer - - 27,395 41,092 (68,487)
----------- ----------- ----------- ----------- -----------
44,854,134 4,074,593 11,976,460 13,576,348 -
----------- ----------- ----------- ----------- -----------
LIABILITIES:
Note payable to Greiner
Engineering, Inc. for
purchase of Company stock 500,000 - - - -
Accrued interest payable 16,992 - - - -
Accrued expenses (110) (3) (87) (6) -
----------- ----------- ----------- ----------- -----------
516,882 (3) (87) (6) -
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $44,337,252 $ 4,074,596 $11,976,547 $13,576,354 $ -
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Predecessor Plan
-----------------------------
Guaranteed
Investment Equity
Contract Fund ESOP
-------------- ------- ----
<S> <C> <C> <C>
ASSETS:
Investments $ 5,743,007 $ 1,095,563 $ 6,797,780
Contributions receivable
from Greiner Engineering,
Inc. (including reduction
from participants' com-
pensation of $328,392) - - 1,570,000
Cash and short-term investments - - 20,078
Interest and other receivables - - 305
Due from (to) other funds for
transfer - - -
----------- ----------- -----------
5,743,007 1,095,563 8,388,163
----------- ----------- -----------
LIABILITIES:
Note payable to Greiner
Engineering, Inc. for
purchase of Company stock - - 500,000
Accrued interest payable - - 16,992
Accrued expenses - - (14)
----------- ----------- -----------
- - 516,978
----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 5,743,007 $ 1,095,563 $ 7,871,185
=========== =========== ===========
</TABLE>
15
<PAGE> 17
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Company Fixed Diversified
Common Income Equity Balanced
Total Plan Stock Option Fund Option
---------- ----------- ------ ------------ ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Purchase of Company stock $ - $ - $ - $ - $ -
Contributions by:
Greiner Engineering, Inc. 1,181,000 - - - -
Participants 3,770,332 548,343 572,125 1,886,218 746,373
Transfers between funds - (8,420) (634,703) 1,041,463 (417,450)
Dividends 1,509,210 84,866 127 1,243,017 -
Interest income 1,445,742 3,083 756,411 5,770 167
Realized and unrealized
gains (losses) (4,080,215) (1,043,510) (215,770) (914,677) -
----------- ----------- ----------- ----------- -----------
3,826,069 (415,638) 478,190 3,261,791 329,090
----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to
participants 1,652,826 185,914 466,546 315,264 312,869
Addition to note payable to
Greiner Engineering, Inc.
for purchase of Company stock - - - - -
Interest expense 2,917 - - - -
Plan expenses 169,875 13,321 54,060 37,649 16,221
----------- ----------- ----------- ----------- -----------
1,825,618 199,235 520,606 352,913 329,090
----------- ----------- ----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 2,000,451 (614,873) (42,416) 2,908,878 0
-
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 44,337,252 4,074,596 11,976,547 13,576,354 0
----------- ----------- ----------- ----------- -----------
End of year $46,337,703 $ 3,459,723 $11,934,131 $16,485,232 $ 0
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Predecessor Plan
-------------------------
Guaranteed Money
Investment Equity Market
Contract Fund ESOP Option
------------ ------ ---- ------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Purchase of Company stock $ - $ - $ - $ -
Contributions by:
Greiner Engineering, Inc. - - 1,181,000 -
Participants - - - 17,273
Transfers between funds 103,229 (106,983) (53,933) 76,797
Dividends - 30,581 150,575 44
Interest income 672,581 3 7,590 137
Realized and unrealized
gains (losses) - 9,633 (1,917,350) 1,459
----------- ----------- ----------- -----------
775,810 (66,766) (632,118) 95,710
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to
participants 175,160 6,782 190,291 0
Addition to note payable to
Greiner Engineering, Inc.
for purchase of Company stock - - - -
Interest expense - - 2,917 -
Plan expenses 19,233 5,759 23,515 117
----------- ----------- ----------- -----------
194,393 12,541 216,723 117
----------- ----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 581,417 (79,307) (848,841) 95,593
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 5,743,007 1,095,563 7,871,185 0
----------- ----------- ----------- -----------
End of year $ 6,324,424 $ 1,016,256 $ 7,022,344 $ 95,593
=========== =========== =========== ===========
</TABLE>
16
<PAGE> 18
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTION
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Company Fixed Diversified
Common Income Equity Balanced
Total Plan Stock Option Fund Option
---------- ----------- ------ ------------ ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Purchase of Company stock and cash $ 500,000 $ - $ - $ - $ -
Contributions by:
Greiner Engineering, Inc. 1,570,000 - - - -
Participants 3,584,335 583,701 661,361 1,616,851 722,422
Transfers between funds - (71,375) 154,095 669,774 (621,530)
Dividends 756,751 64,295 - 549,181 760
Interest income 1,443,370 1,113 824,259 2,700 (442)
Realized and unrealized
gains (losses) (1,898,083) (1,088,692) 21,433 1,008,236 -
----------- ----------- ----------- ----------- -----------
5,956,373 (510,958) 1,661,148 3,846,742 101,210
----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to participants 1,298,254 175,274 521,517 190,887 101,210
Addition to note payable to
Greiner Engineering, Inc.
for purchase of Company stock 500,000 - - - -
Interest expense 20,160 - - - -
Other 18,098 (22) 15,635 (36) -
----------- ----------- ----------- ----------- -----------
1,836,512 175,252 537,152 190,851 101,210
----------- ----------- ----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 4,119,861 (686,210) 1,123,996 3,655,891 -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 40,217,391 4,760,806 10,852,551 9,920,463 -
----------- ----------- ----------- ----------- -----------
End of year $44,337,252 $ 4,074,596 $11,976,547 $13,576,354 $ -
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Predecessor Plan
--------------------------
Guaranteed
Investment Equity
Contract Fund ESOP
------------ ------ ----
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Purchase of Company stock and cash $ - $ - $ 500,000
Contributions by:
Greiner Engineering, Inc. - - 1,570,000
Participants - - -
Transfers between funds 180 - (131,144)
Dividends - 28,474 114,041
Interest income 612,045 - 3,695
Realized and unrealized
gains (losses) - 67,404 (1,906,464)
----------- ----------- -----------
612,225 95,878 150,128
----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to participants 153,457 4,000 151,909
Addition to note payable to
Greiner Engineering, Inc.
for purchase of Company stock - - 500,000
Interest expense - - 20,160
Other - 2,573 (52)
----------- ----------- -----------
153,457 6,573 672,017
----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 458,768 89,305 (521,889)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 5,284,239 1,006,258 8,393,074
----------- ----------- -----------
End of year $ 5,743,007 $ 1,095,563 $ 7,871,185
=========== =========== ===========
</TABLE>
17
<PAGE> 19
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTION
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Company Fixed Diversified
Common Income Bond Equity
Total Plan Stock Option Option Fund
---------- ----------- ------ ------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by:
Greiner Engineering, Inc. $ 1,449,000 $ - $ - $ - $ -
Participants 3,142,215 713,860 1,034,902 112,058 845,896
Transfers between funds - (168,446) (1,768,167) (648,659) 4,960,983
Dividends 558,543 60,863 - 27,709 180,933
Interest income 1,546,366 2,649 912,292 1,050 6,461
Realized and unrealized
gains (losses) 2,115,641 433,483 (6,274) 9,902 964,555
----------- ----------- ----------- ----------- -----------
8,811,765 1,042,409 172,753 (497,940) 6,958,828
----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to participants 2,601,283 214,633 1,105,165 20,182 129,674
Interest expense 44,985 - - - -
Other 11,532 200 10,082 81 446
----------- ----------- ----------- ----------- -----------
2,657,800 214,833 1,115,247 20,263 130,120
----------- ----------- ----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 6,153,965 827,576 (942,494) (518,203) 6,828,708
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 34,063,426 3,933,230 11,795,045 518,203 3,091,755
----------- ----------- ----------- ----------- -----------
End of year $40,217,391 $ 4,760,806 $10,852,551 $ - $ 9,920,463
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Predecessor Plan
--------------------------
Guaranteed
Balanced Investment Equity
Option Contract Fund ESOP
---------- ------------ ------ ----
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by:
Greiner Engineering, Inc. $ - $ - $ - $ 1,449,000
Participants 435,499 - - -
Transfers between funds (2,337,529) - - (38,182)
Dividends 155,483 - 28,838 104,717
Interest income 3,634 613,437 2 6,841
Realized and unrealized
gains (losses) 38,441 - 67,297 608,237
----------- ----------- ----------- -----------
(1,704,472) 613,437 96,137 2,130,613
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions paid to participants 93,863 853,968 1,237 182,561
Interest expense - - - 44,985
Other 277 4 - 442
----------- ----------- ----------- -----------
94,140 853,972 1,237 227,988
----------- ----------- ----------- -----------
NET INCREASES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS (1,798,612) (240,535) 94,900 1,902,625
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 1,798,612 5,524,774 911,358 6,490,449
----------- ----------- ----------- -----------
End of year $ - $ 5,284,239 $ 1,006,258 $ 8,393,074
=========== =========== =========== ===========
</TABLE>
18
<PAGE> 20
NOTES TO FINANCIAL STATEMENTS CONTINUED
The number of participants under each investment option at December 31, 1994,
is as follows:
<TABLE>
<CAPTION>
Number of
Fund description participants
---------------- ------------
<S> <C>
Employee Stock Ownership Plan 1,413
Company common stock 722
Fixed Income 670
Diversified Equity 984
Balanced 602
Predecessor plan:
Guaranteed investment contract 125
Equity fund 27
Money Market Fund 41
</TABLE>
NOTE 4. NOTE PAYABLE TO GREINER ENGINEERING, INC.:
Effective January 1, 1987, the Company added an Employee Stock Ownership (ESOP)
provision to the Plan. The Board of Directors may authorize a line of credit
to be used for the purchase of the Company's Common Stock. These borrowings
are repayable through an established payment schedule with applicable interest.
In 1993, the Plan had an unpaid loan balance of $500,000 which was paid in full
in February, 1994. During 1994, no additional funds were borrowed.
As of December 31, 1994, the ESOP held 552,477 shares of the Company's Common
Stock with a cost basis of $6,074,012.
NOTE 5. FORFEITURES:
The portion of the participant's account that is not vested will be forfeited
at the end of the plan year in which a one year break in service occurs. The
amount of the forfeiture will be allocated to the ESOP Match account of
participants who are still employed by the Company at the end of the plan year
in which the forfeiture occurs. Forfeitures in the amounts of $67,786,
$69,907, and $72,225 were reallocated to Plan participants during 1994, 1993,
and 1992, respectively.
NOTE 6. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of plan termination,
the accounts of all participants will become nonforfeitable and the
Administrative Committee of the Plan shall direct the trustees to distribute
the assets remaining.
19
<PAGE> 21
SUPPLEMENTAL SCHEDULES
20
<PAGE> 22
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of Issuer, Borrower, Current
Lessor, or Similar Party Description of Investment Cost Value
--------------------------------- ------------------------- ---- -------
<S> <C> <C> <C> <C>
COMMON STOCK:
------------
* Greiner Engineering, Inc. Common stock, $.50 par value $ 3,960,255 $ 3,381,347
* Greiner Engineering, Inc. Common stock, $.50 par value held by the
Employee Stock Ownership Plan 6,074,012 5,801,009
MUTUAL FUNDS:
------------
* Intermediate Stable Capital GIC Pool Fund 2,512,032 2,555,030
Fund
Vanguard Windsor Fund Income Fund 4,236,552 4,011,137
AIM Weingarten Growth Fund 4,421,347 4,080,654
Twentieth Century Ultra Aggressive Growth Fund 3,457,652 4,057,683
FPA Capital Aggressive Income Fund 3,559,424 4,172,319
Eaton Vance Short Term Short Term Treasury Fund 91,145 92,604
Treasury Fund
GUARANTEED INVESTMENT CONTRACTS:
-------------------------------
John Hancock Mutual Life
Massachusetts Mutual Life (GAC 5629) 9.01% guaranteed investment 2,930,866 2,930,866
* Insurance Company contract
(GAC 4012) 11.8% guaranteed investment 6,323,992 6,323,992
contract
SEPARATE INVESTMENT ACCOUNTS:
----------------------------
Massachusetts Mutual Life
* Insurance Company: Equity fund (SA 4013) 264,005 1,016,183
U.S. TREASURY:
-------------
U.S. Treasury Bonds 4.375%, 11/15/96, Par $1,811,000 1,775,306 1,707,990
U.S. Treasury Bonds 7.750%, 11/30/99, Par $1,000,000 1,001,943 996,250
U.S. Treasury Bonds No Stated Yield, 1/26/95, Par $2,200,000 2,192,533 2,193,334
----------- -----------
$42,801,064 $43,320,398
=========== ===========
</TABLE>
*Identified person known to be a party in interest to the Plan.
21
<PAGE> 23
THE PERFORMANCE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF
GREINER ENGINEERING, INC.
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
(a) (f)
IDENTITY OF (c) (d) (e) EXPENSES
PARTY (b) PURCHASE SELLING LEASE INCURRED WITH
INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTIONS
------------ -------------------- --------------- --------- ------ ------------
<S> <C> <C> <C>
NationsBank Nations Prime Portfolio $9,856,554.88
NationsBank Nations Prime Portfolio 8,977,756.43
NationsBank Intermediate Stable 2,512,032.09
Capital Fund
NationsBank U.S. Treasury Bills 2,148,874.44
NationsBank John Hancock GAC 5935 2,534,884.18
</TABLE>
<TABLE>
<CAPTION>
(h)
(a) CURRENT (i)
IDENTITY OF (g) VALUE OF NET GAIN
PARTY (b) COST ASSET ON OR
INVOLVED DESCRIPTION OF ASSET OF ASSET TRANSACTION DATE (LOSS)
------------ -------------------- -------- ---------------- ----------
<S> <C> <C> <C> <C>
NationsBank Nations Prime Portfolio $9,856,554.88 $9,856,554.88 0.00
NationsBank Nations Prime Portfolio 8,977,756.43 8,977,756.43 0.00
NationsBank Intermediate Stable 2,512,032.90 2,512,032.09 0.00
Capital Fund
NationsBank U.S. Treasury Bills 2,148,874.44 2,148,874.44 0.00
NationsBank John Hancock GAC 5935 2,534,884.18 2,534,884.18 0.00
</TABLE>
22
