SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-5471
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
GLOBAL MARINE SAVINGS INCENTIVE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GLOBAL MARINE INC.
777 N. Eldridge Road
Houston, Texas 77079
(713) 596-5100<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
As of December 31, 1993 and 1992, and
for the Year Ended December 31, 1993
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TABLE OF CONTENTS
Page
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available For Benefits, with Fund Information,
as of December 31, 1993 and 1992 3
Statement of Changes In Net Assets Available For Benefits, with Fund
Information, for the Year Ended December 31, 1993 4
Notes to Financial Statements 5
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes as of
December 31, 1993 10
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1993 11
All other schedules are omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of the
Global Marine Savings Incentive Plan:
We have audited the accompanying statement of net assets available
for benefits of the Global Marine Savings Incentive Plan (the
"Plan") as of December 31, 1993 and 1992, and the related statement
of changes in net assets available for benefits for the year ended
December 31, 1993. These financial statements are the
responsibility of the management of Global Marine Corporate
Services Inc. (the Plan sponsor). Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1993 and 1992, and the
changes in net assets available for benefits for the year ended
December 31, 1993, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic Plan financial statements taken as a whole. The supplemental
schedules identified in the table of contents on page 1 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund
Information in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Coopers & Lybrand
Houston, Texas
June 17, 1994
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statements of Net Assets Available For Benefits, with Fund Information
<CAPTION>
Fund Information
----------------------------------------------------------------------------------
Cash Equity Managed GMI
December 31, 1993: Reserves Income Magellan Income Stock Total
Assets:
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair market value $1,705,235 $1,955,312 $5,347,086 $1,510,349 $565,440 $11,083,422
Transfers receivable (payable) (292,488) 42,447 90,516 23,680 135,845 -
Net Assets Available
for Benefits $1,412,747 $1,997,759 $5,437,602 $1,534,029 $701,285 $11,083,422
Fund Information
--------------------------------------------------------------------------------
Cash Equity GMI
December 31, 1992: Reserves GIC Income Magellan GIC II Stock Total
Assets:
Investments, at
fair market value $1,612,559 $1,449,115 $3,488,701 $1,448,816 $165,097 $ 8,164,288
Investments, at
contract value - $141,153 - - - - 141,153
Transfers receivable (payable) (157,945) (165) 58,684 279,416 (157,298) (22,692) -
Total assets 1,454,614 140,988 1,507,799 3,768,117 1,291,518 142,405 8,305,441
Liabilities:
Administrative fees payable - 145 - - - - 145
Net Assets Available
for Benefits $1,454,614 $140,843 $1,507,799 $3,768,117 $1,291,518 $142,405 $ 8,305,296
The accompanying notes are an
integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Changes In Net Assets Available For Benefits, with Fund Information
for the Year Ended December 31, 1993
Fund Information
-----------------------------------------------------------------------------------
Cash Equity Managed GMI
Reserves GIC Income Magellan Income Stock Total
Additions:
<S> <C> <C> <C> <C> <C> <C> <C>
Employer contributions $ 73,365 $ 91,468 $ 210,776 $ 66,240 $ 19,310 $ 461,159
Employee contributions 201,076 275,511 631,053 187,582 65,383 1,360,605
Transfers in 230,426 44,008 142,038 172,632 333,586 922,690
Interest income 42,989 $ 3,526 - - - 214 46,729
Dividend income - - 71,039 488,405 81,664 - 641,108
Net appreciation - - 266,265 486,950 - 153,748 906,963
Total additions 547,856 3,526 748,291 1,959,222 508,118 572,241 4,339,254
Deductions:
Distributions 125,254 11,816 78,212 177,006 232,789 13,361 638,438
Transfers out 464,469 132,553 180,119 112,731 32,818 - 922,690
Total deductions 589,723 144,369 258,331 289,737 265,607 13,361 1,561,128
Net additions (deductions) (41,867) (140,843) 489,960 1,669,485 242,511 558,880 2,778,126
Net assets available for
benefits, beginning
of period 1,454,614 140,843 1,507,799 3,768,117 1,291,518 142,405 8,305,296
Net Assets Available for
Benefits, End of Period $1,412,747 $ - $1,997,759 $5,437,602 $1,534,029 $ 701,285 $11,083,422
The accompanying notes are an
integral part of the financial statements.
</TABLE>
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Notes to Financial Statements
December 31, 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Global Marine Savings Incentive
Plan (the "Plan") are prepared on an accrual basis in accordance
with generally accepted accounting principles.
Net assets are comprised of shares in four funds which are open-
end, diversified management investment companies managed by
Fidelity Management & Research Company ("Fidelity") and shares of
Global Marine Inc. ("GMI") common stock, $.10 par value per share
("GMI Common Stock"). Shares in the Fidelity funds are valued
based on the reported closing net asset value per share. The
shares of GMI Common Stock are valued based on the fair market
value as determined by the quoted closing price per share. The
funds are credited with the actual earnings on the underlying
investments and charged for administrative expenses by Fidelity.
Purchases and sales of shares are recorded at their per share value
on the date of the transaction.
The net appreciation or depreciation which is presented in the
statement of changes in net assets available for benefits consists
of the realized gains or losses on shares redeemed or sold during
the year and the net change in unrealized appreciation or
depreciation on shares held at year end.
2. DESCRIPTION OF THE PLAN
General
The Plan sponsor is Global Marine Corporate Services Inc.
("GMCSI"). The Plan, established effective January 1, 1987, is a
defined contribution plan covering all full-time employees of GMCSI
or of a Participating Employer, as defined in the Plan, who are
U.S. citizens or resident aliens, have one year of service, have
completed 1,000 hours during that year, and are age twenty-one or
older. The Plan is subject to the provisions of section 401(a),
401(k) and 501(a) of the Internal Revenue Code of 1986, and of the
Employee Retirement Income Security Act of 1974. The following
brief description of the Plan is provided for general information
purposes only. For more complete information, participants should
refer to the "Savings Incentive Plan" section of the Global Marine
Employee Handbook, to the "Information for Participants" document
and other documents constituting a prospectus under the Securities
Act of 1933, and to the Plan document.
Contributions
Each participant may elect to defer a portion of his or her salary
as a pre-tax basic contribution of at least one percent, and not
more than six percent of his or her compensation for each pay
period. In addition, each participant may elect to defer in any
whole percent a portion of his or her compensation for each pay
period, up to a maximum of nine percent, as a pre-tax excess
contribution. The employer matches contributions in an amount
equal to 100 percent of the first one percent of compensation which
the participant contributes, 50 percent of the second one percent
of compensation contributed and 25 percent of each of the
next four percentage points of compensation contributed. The
employer does not make a matching contribution on excess pre-tax
contributions. Each participant's annual contribution shall not
exceed the maximum amount allowed for deferral for U.S. federal
income tax purposes, which, for 1993, was $8,994. The amount of a
participant's annual compensation which may be taken into account,
for purposes of determining the amount of the employer match or for
any other purpose under the Plan, shall not exceed an amount
prescribed annually by the Internal Revenue Service ("IRS"), which,
for 1993, was $235,840. Each participant's pre-tax contribution
account and employer contribution account are fully vested and
nonforfeitable at all times, except as noted below.
If a participant makes a contribution during any year in an amount
which exceeds the maximum amount allowed under IRS rules pertaining
to highly compensated employees, the matching employer contribution
on such excess participant contribution may be forfeited by the
participant and applied to reduce the employer's matching
contribution for the following year or, if so determined by the
Compensation Committee of the Board of Directors of GMI and
ratified by GMCSI's Board of Directors, such excess employer
contributions may be distributed to the participants to whose
accounts such excess contributions were originally allocated and
included in the participants' taxable earnings for the year, or may
be otherwise allocated in a nondiscriminatory manner.
There were no excess employer contributions during 1993 or 1992.
Administrative Expenses
Fees charged by Chemical Bank, the Plan trustee, and consulting
fees charged by William M. Mercer, Incorporated have been paid by
GMCSI and have not been charged to the Plan. No charge has been
made to the Plan for GMCSI's applicable administrative costs.
Investment Options
Participants may elect to have their own and employer contributions
invested in one or more of the following investment options, with
the exception of the GIC Group Trust, as noted below:
FIDELITY CASH RESERVES - A money market fund managed with the
objective of seeking as high a level of income as is
consistent with the preservation of capital and liquidity.
FIDELITY GIC GROUP TRUST ("GIC") - A guaranteed income fund
managed with the objective of seeking a high rate of income
with minimal risk. Investments consisted of a guaranteed
investment contract, paying a fixed rate of interest and
issued by an insurance company which guaranteed payment of
interest and return of principal. On March 31, 1993, the
investment contract matured and all assets were subsequently
transferred to the Fidelity Managed Income Portfolio.
FIDELITY EQUITY-INCOME FUND - A stock fund managed with the
objective of achieving yields exceeding the composite yield
on securities comprising the Standard and Poor's 500 stock
index. Investments consist primarily of common and preferred
stocks, and debt obligations convertible into common stock.
FIDELITY MAGELLAN FUND - A common stock fund managed with the
objective of seeking capital appreciation by investing
primarily in common stocks and securities convertible into
common stocks.
FIDELITY MANAGED INCOME PORTFOLIO - An income fund managed
with the objective of seeking a high level of current income
as is consistent with the preservation of principal and
liquidity. Investments consist of units in a money market
portfolio which purchases obligations of the U.S. government
and its agencies, and repurchase agreements secured by these
obligations, index investment contracts that provide current
rates and liquidity as their rate and maturity are reset
monthly, and long-term (one- to seven-year) investment
contracts and bank investment contracts issued by insurance
companies and commercial banks which guarantee the payment of
interest and return of principal. This fund was previously
named the GIC Open-end Portfolio ("GIC II"), which changed
its name to the Fidelity Managed Income Portfolio in February
1993.
GLOBAL MARINE INC. STOCK FUND - An unmanaged fund composed of
GMI Common Stock.
Payment of Benefits
The account of a withdrawing participant is valued at an amount
equal to its value as of the latest quarterly valuation date
preceding actual distribution, plus any contributions made by the
participant or by the employer from the date of the last valuation
to the date of the withdrawal. Participants or beneficiaries will
receive their benefits in a single lump-sum distribution.
Participants are eligible for a distribution following termination
of service, financial hardship, or attainment of age 59-1/2. Hardship
withdrawals are limited to participant contributions and earnings
on those contributions as of December 31, 1988, plus participant
contributions made thereafter.
Earnings
Fund earnings are allocated ratably to each participant who
remained in the fund at quarter-end based upon the participant's
account value at the beginning of the quarter, after first
increasing each account by one-half of current quarter
contributions and decreasing each account by any distributions from
the account during the quarter.
3. TAX STATUS
The Plan is designed to constitute a qualified plan under section
401(a) of the Internal Revenue Code. The Plan obtained its latest
determination letter dated March 23, 1994, in which the IRS stated
that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code.
4. SUBSEQUENT EVENT
Effective April 1, 1994, Fidelity Management Trust Company became
the new Plan trustee replacing Chemical Bank. A Plan amendment dated
April 1, 1994, and the trust agreement with Fidelity effected several changes
including, among other things, the implementation of daily valuations of
participants' account balances, the creation of monthly enrollment periods,
and the addition of provisions permitting increased frequency of certain
transactions with respect to the direction of past and future contributions.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27a - Schedule of Assets Held For Investment Purposes
as of December 31, 1993
<CAPTION>
Number
of Current
Identity of Issue Description Shares Cost (1) Value
<S> <C> <C> <C> <C>
Fidelity Cash Reserves Money market fund 1,705,235 $1,705,235 $1,705,235
Fidelity Equity-Income Stock and bond fund 57,781 1,566,818 1,955,312
Fund
Fidelity Magellan Fund Common stock fund 75,471 4,723,540 5,347,086
Fidelity Managed Income Fund of investment
Portfolio contracts, issued by
banks and insurance
companies 1,510,349 1,510,349 1,510,349
GMI Stock Fund Common stock fund 135,984 448,618 565,440
$9,954,560 $11,083,422
(1) Cost is determined based on historical cost. Gain or loss on sale transactions is
calculated based on average cost.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1993
<CAPTION>
Purchase Selling Cost of Current Net Gain
Identity of Party Description of Asset Price Price Asset Value (1) or(Loss)
SERIES OF TRANSACTIONS:
<S> <C> <C> <C> <C> <C>
Fidelity Purchases of Cash
Reserves, at various times
during the year $ 547,856 N/A N/A $547,856 N/A
Fidelity Sales of Cash Reserves,
at various times during the year N/A $455,180 $455,180 $455,180 -
Fidelity Purchases of Equity-Income
Fund, at various times during
the year $ 498,263 N/A N/A $498,263 N/A
Fidelity Sales of Equity-Income
Fund, at various times during
the year N/A $258,331 $214,237 $258,331 $44,094
Fidelity Purchases of Magellan Fund,
at various times during the year $1,661,172 N/A N/A $1,661,172 N/A
Fidelity Sales of Magellan Fund,
at various times during the year N/A $289,737 $250,479 $289,737 $39,258
Fidelity Purchases of Managed Income
Portfolio, at various times
during the year $ 484,438 N/A N/A $484,438 N/A
Fidelity Sales of Managed Income Portfolio,
at various times during the year N/A $422,904 $422,904 $422,904 -
Chemical Bank Purchases of Commingled Short-term
Investment Fund, at various times
during the year $ 449,041 N/A N/A $449,041 N/A
Chemical Bank Sales of Commingled Short-term
Investment Fund, at various times
during the year N/A $448,055 $448,055 $448,055 -
Normal expenses associated with asset purchases are included in the
asset cost and are not disclosed separately. All other required
information which is not presented here has been omitted for the reason
that such information is not applicable, or can be obtained from
information found elsewhere in the financial statements.
(1) As of transaction date.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan)
have duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Date: June 24, 1994 By /s/Robert E. Sleet, Jr.
Robert E. Sleet, Jr.
Chairman of the Administrative
Committee of the Global
Marine Savings Incentive Plan
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Independent Accountants
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference of our report dated
June 17, 1994 on our audits of the financial statements and supplemental
schedules for the Global Marine Savings Incentive Plan (the "Plan"), as
of December 31, 1993 and 1992, and for the year ended December 31, 1993,
which report is included in this Annual Report on Form 11-K, into the
registration statement on Form S-8 of Global Marine Inc. (Registration
No. 33-40266) pertaining to 1,000,000 shares of Global Marine Inc.
Common Stock, par value $.10 per share, to be offered or sold pursuant
to the Plan.
/s/ Coopers & Lybrand
Houston, Texas
June 24, 1994
