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, 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 1-5471
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
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
As of December 31, 1994 and 1993, and
for the Year Ended December 31, 1994
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TABLE OF CONTENTS
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available For Benefits, with Fund Information,
as of December 31, 1994 and 1993
Statement of Changes In Net Assets Available For Benefits, with Fund
Information, for the Year Ended December 31, 1994
Notes to Financial Statements
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes as of
December 31, 1994
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994
All other schedules are omitted because they are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrator 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, 1994 and 1993, and the related statement
of changes in net assets available for benefits for the year ended
December 31, 1994. 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, 1994 and 1993, and the
changes in net assets available for benefits for the year ended
December 31, 1994, 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 L.L.P.
Houston, Texas
June 23, 1995
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statements of Net Assets Available For Benefits, with Fund Information
<TABLE>
<CAPTION>
Supplemental Fund Information
------------------------------------------------------------------------------------------
Retirement
Money Managed Intermediate Equity Blue Chip Asset GMI
Market Income Bond Income Magellan Growth Manager Stock Total
---------- ------- ------------ ------ -------- --------- ------- ----- -----
December 31, 1994:
Assets:
Investments, at
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
fair market value $1,675,130 $2,025,072 $17,989 $2,209,673 $5,656,742 $428,988 $43,310 $812,766 $12,869,670
---------- ---------- ------- ---------- ---------- -------- ------- -------- -----------
Liabilities:
Distributions
payable 23,263 34,802 387 29,621 84,497 9,317 777 9,211 191,875
---------- --------- ------- --------- ---------- ------- ------- -------- -----------
Net Assets Available
for Benefits $1,651,867 $1,990,270 $17,602 $2,180,052 $5,572,245 $419,671 $42,533 $803,555 $12,677,795
========== ========== ======= ========== ========== ======== ======= ======== ===========
Supplemental Fund Information
-------------------------------------------------------------------------------------------
Retirement
Money Managed Equity GMI
Market Income Income Magellan Stock Total
---------- ------- ------ -------- ----- -----
December 31, 1993:
Assets:
Investments, at
fair market value $1,705,235 $1,510,349 $1,955,312 $5,347,086 $565,440 $11,083,422
Transfers receivable
(payable) (292,488) 23,680 42,447 90,516 135,845 -
---------- ---------- --------- --------- -------- -----------
Net Assets Available
for Benefits $1,412,747 $1,534,029 $1,997,759 $5,437,602 $701,285 $11,083,422
========== ========== ========== ========== ======== ===========
The accompanying notes are an
integral part of the financial statements.
</TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Changes In Net Assets Available For Benefits, with Fund
Information
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Supplemental Fund Information
-------------------------------------------------------------------------------------------
Retirement
Money Managed Intermediate Equity Blue Chip Asset GMI
Market Income Bond Income Magellan Growth Manager Stock Total
Additions:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employer contributions $ 61,026 $ 72,560 $ 2,097 $ 105,940 $ 248,546 $ 8,315 $ 1,472 $ 36,867 $ 536,823
Employee contributions 163,016 228,798 5,946 318,292 764,153 29,111 4,747 111,710 1,625,773
Transfers in 130,745 341,209 9,800 66,872 123,930 387,520 37,758 92,048 1,189,882
Interest income 61,367 - - - - - - 114 61,481
Dividend income - 93,698 381 211,861 226,285 6,929 1,015 - 540,169
-------- -------- -------- ---------- ---------- -------- ------- -------- ----------
Total additions 416,154 736,265 18,224 702,965 1,362,914 431,875 44,992 240,739 3,954,128
-------- -------- -------- ---------- ---------- -------- ------- -------- ----------
Deductions:
Distributions 69,193 113,266 387 69,336 217,055 9,317 777 28,389 507,720
Transfers out 107,841 166,758 - 242,314 671,013 1,500 - 456 1,189,882
Net depreciation - - 235 209,022 340,203 1,387 1,682 109,624 662,153
-------- -------- -------- ---------- ---------- -------- ------- -------- ----------
Total deductions 177,034 280,024 622 520,672 1,228,271 12,204 2,459 138,469 2,359,755
-------- -------- -------- ---------- ---------- -------- ------- -------- ----------
Net additions 239,120 456,241 17,602 182,293 134,643 419,671 42,533 102,270 1,594,373
Net assets available
for benefits, beginning
of period 1,412,747 1,534,029 - 1,997,759 5,437,602 - - 701,285 11,083,422
---------- ---------- -------- ---------- ---------- -------- ------- -------- -----------
Net Assets Available for
Benefits, End of Period $1,651,867 $1,990,270 $ 17,602 $2,180,052 $5,572,245 $419,671 $42,533 $803,555 $12,677,795
========== ========== ======== ========== ========== ======== ======= ======== ===========
The accompanying notes are an
integral part of the financial statements.
</TABLE>
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 six funds which are open-
end, diversified management investment companies managed by
Fidelity Management & Research Company ("FMRC"), shares in a
commingled pool managed by Fidelity Management Trust Company
("FMTC") and shares of Global Marine Inc. ("GMI") common stock,
$.10 par value per share ("GMI Common Stock"). Shares in the
funds managed by FMRC and FMTC 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. Purchases and sales of
shares are recorded at their per share net asset 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 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 of service 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 informational 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 in any whole percent a
portion of his or her compensation for each pay period, from one
percent up to six percent, as a pre-tax basic contribution. In
addition, each participant may elect to defer in any whole
percent a portion of his or her compensation for each pay period,
from six percent up to a maximum of fifteen percent, as a pre-tax
excess contribution. The employer matches pre-tax basic
contributions in an amount equal to 100 percent of the first one
percent of compensation contributed, 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 pre-tax excess
contributions. Each participant's annual contribution shall not exceed the
maximum amount allowed for deferral for U.S. federal income tax purposes,
which, for 1994, was $9,240. 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 1994, was $150,000. Each participant's employee and
employer accounts are fully vested and nonforfeitable at all times, except as
noted below.
The amount that can be deferred by any participant who is designated as a
highly compensated employee ("HCE") under IRS guidelines may be limited to an
amount which is less than the maximum annual deferral amount prescribed by the
IRS. Whether or not such limitations are imposed in a given year will depend
on whether the Plan passes certain tests with respect to the deferral rates of
HCEs in comparison with non-HCEs. Failure to pass these tests may result in
the refunding of a portion of each HCE's employee contribution for the year and
the inclusion of such amount in his or her taxable income for the year. The
matching employer contribution on such excess participant contribution, if
applicable, 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.
In March of 1995, $191,875 of excess employee contributions applicable to
HCEs for 1994 were refunded to employees. There were no excess employer
contributions during 1994 or 1993.
Administrative Expenses
Fidelity Management Trust Company became the Plan trustee and recordkeeper as
of April 1, 1994. Prior to that time, Chemical Bank was the trustee and
William M. Mercer, Incorporated was the recordkeeper. Trustee or
recordkeeping fees charged by FMTC, Chemical Bank or 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 employee and employer contributions
invested in one or more of the following investment options:
Fidelity Retirement Money Market Portfolio - 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.
The fund invests in high-quality, U.S. dollar-denominated money
market instruments of U.S. and foreign issuers, short-term
corporate obligations, U.S. government obligations and
certificates of deposit. In 1994, this fund replaced the Cash
Reserves Fund, which invested in the same types of securities.
Fidelity Managed Income Portfolio - A commingled pool of short-
and long-term investment contracts issued by insurance companies,
banks or other approved financial institutions managed with the
objective of preservation of capital and a competitive level of
income over time. The average portfolio maturity generally
ranges from two to three years.
Fidelity Intermediate Bond Fund - A fixed-income security fund
managed with the objective of seeking a high level of current
income by investing in investment-grade corporate debt
obligations, obligations issued or guaranteed by the U.S.
government or any of its agencies and obligations of U.S. banks,
including certificates of deposit and bankers acceptances. The
average portfolio maturity ranges from three to ten years. The
values of the securities in this fund will vary with interest
rates, and the yield will fluctuate with market conditions.
Fidelity Equity-Income Fund - An income-oriented stock fund
managed with the objective of achieving yields exceeding the
composite yield on securities comprising the Standard and Poor's
500 stock index, with the potential for capital growth.
Investments consist primarily of common and preferred stocks, and
debt obligations convertible into common stocks.
Fidelity Magellan Fund - An aggressive stock fund managed with
the objective of seeking long-term capital appreciation by
investing primarily in common stocks and securities convertible
into common stocks of both well-known and lesser-known domestic,
foreign and multinational companies.
Fidelity Blue Chip Growth Fund - A common stock fund managed
with the objective of seeking growth of capital over the long
term by investing in a diversified portfolio of common stocks of
well-known and established companies. Most of the fund
investments are in companies included in the Standard and Poor's
Composite Stock Price Index of 500 common stocks or in the Dow
Jones Industrial Average.
Fidelity Asset Manager Fund - A fund managed with the objective
of seeking a high total return with reduced risk over the long
term. The fund invests in a mix of domestic and foreign
equities, bonds and short-term debt instruments. The mix is
gradually adjusted to respond to changing market conditions. The
fund's managers define a neutral mix as 20% of assets in short-
term debt instruments, 40% in intermediate to long-term bonds,
and 40% in equity securities. The actual range for each category
is zero to 70% in short-term debt instruments, 20% to 60% in
intermediate to long-term bonds, and 10% to 60% in equities.
Global Marine Inc. Stock Fund - An unmanaged fund composed of GMI
Common Stock.
Account Valuation and Payment of Benefits
Participant account balances are valued as of the close of each
business day. The account of a withdrawing participant is valued
as of the close of the business day preceding the day of the
distribution. 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.
3. Investments
Additional information with respect to each of the investment
options of the Plan follows:
<TABLE>
<CAPTION>
As of December 31, 1994:
- ------------------------
Net Asset Value or Number of Current Historical Number of
Investment Option Price per Share Shares Value Cost Participants
- ----------------- ------------------ --------- -------- ---------- ------------
Fidelity Retirement Money Market
<S> <C> <C> <C> <C> <C>
Portfolio $1.00 1,675,130 $ 1,675,130 $ 1,675,130 223
Fidelity Managed Income Portfolio $1.00 2,025,072 2,025,072 2,025,072 251
Fidelity Intermediate Bond Fund $9.83 1,830 17,989 18,224 17
Fidelity Equity-Income Fund $30.70 71,976 2,209,673 2,093,018 280
Fidelity Magellan Fund $66.80 84,682 5,656,742 5,515,642 427
Fidelity Blue Chip Growth Fund $25.95 16,531 428,988 430,378 58
Fidelity Asset Manager Fund $13.83 3,132 43,310 44,992 19
GMI Stock Fund $3.63 224,211 812,766 809,099 124
----------- ----------
$12,869,670 $12,611,555
=========== ===========
As of December 31, 1993:
- ------------------------
Net Asset Value or Number of Current Historical
Investment Option Price per Share Shares Value Cost
- ----------------- ------------------ ---------- ------- -----------
Fidelity Retirement
Market Portfolio $1.00 1,705,235 $ 1,705,235 $ 1,705,235
Fidelity Managed
Income Portfolio $1.00 1,510,349 1,510,349 1,510,349
Fidelity Equity-Income Fund $33.84 57,781 1,955,312 1,566,818
Fidelity Magellan Fund $70.85 75,471 5,347,086 4,723,540
GMI Stock Fund $4.13 135,984 565,440 448,618
----------- ----------
$11,083,422 $9,954,560
=========== ==========
</TABLE>
4. Amendments
A second Plan amendment, dated April 21, 1994, effected many
changes in connection with the change in the Plan trustee
including, among other things, the implementation of a daily
valuation 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.
A third Plan amendment, dated May 23, 1995, was adopted to update
certain ministerial matters which were necessitated by the change
in the Plan trustee. In addition, certain matters related to
recent IRS rulings were addressed.
5. Tax Status
The Plan is designed to constitute a qualified plan under section
401(a) of the Internal Revenue Code and is not subject to federal
income taxes. The IRS issued its latest determination letter
dated March 23, 1994, conditioned upon the Plan's adoption of the
then-proposed second Plan amendment. In the letter, the IRS
stated that the Plan, after giving effect to the second
amendment, was in compliance with the applicable requirements of
the Internal Revenue Code. The third Plan amendment dated May
23, 1995 did not present a tax qualification issue.
SUPPLEMENTAL SCHEDULES
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27a - Schedule of Assets Held For Investment Purposes
as of December 31, 1994
<TABLE>
<CAPTION>
Number
of Current
Identity of Issue Description Shares Cost (1) Value
----------------- ----------- ------ ---- -------
Fidelity Retirement Money Market
<S> <C> <C> <C> <C>
Portfolio Money market fund 1,675,130 $ 1,675,130 $ 1,675,130
Fidelity Managed Income Commingled pool of
Portfolio investment contracts,
issued by banks and
insurance companies 2,025,072 2,025,072 2,025,072
Fidelity Intermediate Bond Fund Bond fund 1,830 18,224 17,989
Fidelity Equity-Income Stock and bond fund 71,976 2,093,018 2,209,673
Fund
Fidelity Magellan Fund Common stock fund 84,682 5,515,642 5,656,742
Fidelity Blue Chip Growth Fund Common stock fund 16,531 430,378 428,988
Fidelity Asset Manager Fund Stock, bond, and short-
term instrument fund 3,132 44,992 43,310
GMI Stock Fund Shares of GMI common stock 224,211 809,099 812,766
----------- -----------
$12,611,555 $12,869,670
=========== ===========
- ---------------
(1) Cost is determined based on historical cost. Gain or loss on sale transactions is computed based on
average cost.
</TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Purchase Selling Cost of Current Net Gain
Identity of Party Description of Asset Price Price Asset Value (1) or (Loss)
- ----------------- -------------------- -------- ------- ------- ------- ---------
Series of Transactions:
Fidelity Purchases of Retirement Money
Market Portfolio, at various times
<S> <C> <C> <C> <C> <C>
during the year $416,154 N/A N/A $416,154 N/A
Fidelity Sales of Retirement Money Market
Portfolio, at various times during
the year N/A $446,260 $446,260 $446,260 -
Fidelity Purchases of Equity-Income
Fund, at various times during
the year $745,412 N/A N/A $745,412 N/A
Fidelity Sales of Equity-Income
Fund, at various times during
the year N/A $282,028 $219,212 $282,028 $62,816
Fidelity Purchases of Magellan Fund,
at various times during the year $1,453,430 N/A N/A $1,453,430 N/A
Fidelity Sales of Magellan Fund,
at various times during the year N/A $803,570 $661,328 $803,570 $142,242
Fidelity Purchases of Managed Income
Portfolio, at various times
during the year $759,945 N/A N/A $759,945 N/A
Fidelity Sales of Managed Income Portfolio,
at various times during the year N/A $245,223 $245,223 $245,223 -
</TABLE>
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.
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 28, 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 ACCOUNTANTS
We consent to the incorporation by reference of our report dated
June 23, 1995 on our audits of the financial statements and supplemental
schedules for the Global Marine Savings Incentive Plan (the "Plan"), as
of December 31, 1994 and 1993, and for the year ended December 31, 1994,
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 L.L.P
Houston, Texas
June 28, 1995
