REGISTRATION NO. 33-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
GUARDSMAN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-0593900
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3033 Orchard Vista Drive, S.E., Suite 200,
P.O. Box 1521, Grand Rapids, Michigan 49501
(Address of principal executive offices)
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(k) PROFIT SHARING PLAN
(Full Title of the Plan)
Henry H. Graham, Jr. WITH Stephen C. Waterbury
Vice President of Finance and Warner Norcross & Judd LLP
Chief Financial Officer COPY 900 Old Kent Building
Guardsman Products, Inc. 111 Lyon Street, N.W.
3033 Orchard Vista Drive, SE, TO: Grand Rapids, Michigan 49503-2489
Suite 200
P.O. Box 1521
Grand Rapids, Michigan 49501
(Name and address of agent for service)
(616) 957-2600
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share <FN3> Price <FN3> Fee
<S> <C> <C> <C> <C>
Common 75,000<FN1> $13.75<FN2> $1,031,250<FN2> $355.60
Stock, $1
Par Value,
together
with re-
lated Pre-
ferred Stock
Purchase
Rights
<FN>
<FN1> Plus such indeterminate number of additional shares as may be
required to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a subdivision of
such shares, the payment of a stock dividend or certain other capital
adjustments.
<FN2> Estimated solely for the purpose of calculating the registration
fee.
<FN3> On August 3, 1995, the average of the high and low prices of the
Company's Common Stock on the New York Stock Exchange was $13.75 per share.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
==========================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this registration statement.
(a) Guardsman Products, Inc.'s ("Guardsman" or the "Registrant")
latest annual report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual reports referred to in (a) above.
(c) The description of the Registrant's common stock, $1 par value,
which is contained in the Registrant's registration statement filed under
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant and Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of the post-effective amendment which indicates
that all securities offered have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has the power to indemnify its directors,
officers, employees and agents against liability for certain acts pursuant
to Section 145 of the Delaware General Corporation Law. Pursuant to its
Certificate of Incorporation and Bylaws, the Registrant may indemnify a
director, officer, employee or agent described in Section 145 of the
Delaware General Corporation Law for liabilities reasonably incurred
resulting from any pending, threatened or completed action or proceeding
arising out of such person's position with the Registrant. The Registrant
has insured or indemnified its directors and officers against certain
liabilities that may arise under the Securities Act.
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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EX-4(a) The Registrant's Restated Certificate of Incorporation,
filed as an exhibit to the Registrant's Form 8-K
Current Report filed on December 20, 1988, is
incorporated by reference in the registration statement
EX-4(b) The Registrant's Bylaws, filed as an exhibit to the
Registrant's Form 10-Q filed on August 10, 1994 are
incorporated by reference in the registration statement
EX-5(a) Legal Opinion
EX-5(b) Undertaking to Submit Plan to IRS
EX-23(a) Consent of Independent Public Accountants
EX-23(b) Consent of Prior Independent Auditors
EX-23(c) Consent of Independent Public Accountants
EX-23(d) Consent of Independent Public Accountants
EX-23(e) Consent of Counsel (included in Exhibit 5(a) is
incorporated herein by reference)
EX-24 Powers of Attorney, filed as an exhibit to the
Registrant's Form 10-K filed on March 30, 1995, are
incorporated by reference in the registration statement
EX-99(a) 1994 Plan Annual Report
EX-99(b) Independent Auditors' Report
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
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(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the regis-
tration statement or any material change in such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the reg-
istration statement shall be deemed to be a new registration statement relat-
ing to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the registrant shall, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan.
GUARDSMAN PRODUCTS, INC.
(Registrant)
Date: August 9, 1995 By /s/ Henry H. Graham, Jr.
Henry H. Graham, Jr.
Vice President of Finance, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: August 9, 1995
/s/ Paul K. Gaston /s/ Charles E. Bennett
Paul K. Gaston* Charles E. Bennett
Chairman President, Chief Executive Officer
and Director
/s/ Henry H. Graham, Jr. /s/ J. Russell Fowler
Henry H. Graham, Jr. J. Russell Fowler*
Vice President of Finance, Director
Chief Financial
Officer and Treasurer
/s/ K. Kevin Hepp /s/ George R. Kempton
K. Kevin Hepp* George R. Kempton*
Director Director
/s/ Winthrop C. Neilson /s/ Robert D. Tuttle
Winthrop C. Neilson* Robert D. Tuttle*
Director Director
/s/ James L. Sadler /s/ Robert W. Schult
James L. Sadler* Robert W. Schult*
Director Director
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*By /s/ Henry H. Graham, Jr.
Henry H. Graham, Jr.
(Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan.
Moline Paint Manufacturing Co.
Employees 401(k) Profit Sharing Plan
(Plan)
By /s/ Charles E. Bennett
Charles E. Bennett
Plan Trustee
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EXHIBIT INDEX
Page Number
EX-4(a) The Registrant's Restated Certificate of
Incorporation, filed as an exhibit to the Registrant's
Form 8-K Current Report filed on December 20, 1988, is
incorporated by reference in the registration statement. *
EX-4(b) The Registrant's By-Laws, filed as an exhibit to the
Registrant's Form 10-Q filed on August 10, 1994, are
incorporated by reference in the registration statement. *
EX-5(a) Legal Opinion 9
EX-5(b) Undertaking to Submit Plan to IRS 10
EX-23(a) Consent of Independent Public Accountants 11
EX-23(b) Consent of Prior Independent Auditors 12
EX-23(c) Consent of Independent Public Accountants 13
EX-23(d) Consent of Independent Public Accountants 14
EX-23(e) Consent of Counsel (included in Exhibit 5(a) is incorporated
herein by reference) *
EX-24 Powers of Attorney, filed as an exhibit to the Registrant's
Form 10-K filed on March 30, 1995, are incorporated by
reference in the registration statement *
EX-99(a) 1994 Plan Annual Report 15
EX-99(b) Independent Auditors' Report 29
*Incorporated by Reference
-8-
EXHIBIT 5(a) AND EXHIBIT 23(e)
August 9, 1995
Guardsman Products, Inc.
3033 Orchard Vista Drive, S.E.
Suite 200
P.O. Box 1521
Grand Rapids, Michigan 49501-1521
Ladies and Gentlemen:
As general counsel for Guardsman Products, Inc., a Delaware
corporation (hereinafter called the "Company"), we have examined
and are familiar with the Company's Certificate of Incorporation,
Bylaws, and other corporate records and documents and have made
such further examination as we have deemed necessary or advisable
in order to enable us to render this opinion. Based upon the
foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Company has an authorized capitalization of 30,000,000
shares of Common Stock, par value $1 per share, and 1,000,000
shares of Preferred Stock, par value $1 per share.
3. The 75,000 shares being registered on Form S-8 under the
Securities Act of 1933 are authorized shares of Common Stock and
such shares, when issued pursuant to the Moline Paint
Manufacturing Co. Employees 401(k) Profit Sharing Plan will be
legally issued and outstanding, fully paid and nonassessable.
We hereby consent to the reference to us under the caption "Legal
Opinion" contained in the Registration Statement and to the filing of this
opinion and consent as an exhibit to the Registration Statement on Form S-8
covering the Common Stock to be issued pursuant to this Registration Statement.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /s/ Stephen C. Waterbury
Stephen C. Waterbury
A Partner
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EXHIBIT 5(b)
UNDERTAKING TO SUBMIT PLAN TO IRS
The above-signed registrant has submitted the Plan and
any amendment thereto to the Internal Revenue Service ("IRS") and
will make all changes required by the IRS in order to qualify the
Plan.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 26, 1995, included in Guardsman Products,
Inc.'s Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan,
August 8, 1995
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EXHIBIT 23-B--CONSENT OF PRIOR INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Moline Paint Manufacturing Co. Employees 401(k)
Profit Sharing Plan of Guardsman Products, Inc. of our report dated January
27, 1993, with respect to the consolidated financial statements of Guardsman
Products, Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
August 8, 1995
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EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated June 30, 1995 on the Moline Paint Manufacturing Co. Employees
401(k) Profit Sharing Plan for the year ended December 31, 1994 (and to all
references to our Firm) included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan,
August 8, 1995
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EXHIBIT 23(d)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 1, 1995 on the Moline Paint Manufacturing Co. Employees 401(k)
Profit Sharing Plan financial statements for the year ended December 31, 1993
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Carpentier, Mitchell, Goddard & Company
CARPENTIER, MITCHELL, GODDARD & COMPANY
Moline, Illinois
August 8, 1995
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EXHIBIT 99(a)
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
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Report of Independent Public Accountants
To the Plan Administrator of the Moline Paint Manufacturing Co.
Employees 401(k) Profit Sharing Plan:
We have audited the accompanying statement of net assets available
for benefits of the Moline Paint Manufacturing Co. Employees 401(k)
Profit Sharing Plan as of December 31, 1994, and the related statement
of changes in net assets available for benefits for the year then ended.
These financial statements and the supplemental schedules referred to
below are the responsibility of the Plan's management. Our respon-
sibility is to express an opinion on these financial statements and
supplemental schedules based on our audit. The financial statements of
the Moline Paint Manufacturing Co. Employees 401(k) Profit Sharing Plan
as of December 31, 1993, were audited by other auditors whose report
dated June 1, 1995, expressed an unqualified opinion on those statements.
We conducted our audit 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 sig-
nificant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 1994 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 the changes in net assets available
for benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as whole. The supplemental schedules of assets
held for investment purposes and reportable transactions 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 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 for each fund.
The 1994 supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audit 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.
Grand Rapids, Michigan, /s/ Arthur Andersen LLP
June 30, 1995
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MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages
Statement of Net Assets Available for Benefits as of
December 31, 1994 18
Statement of Net Assets Available for Benefits as of
December 31, 1993 19
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994 20
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1993 21
Notes to Financial Statements 22-26
Schedule of Assets Held for Investment Purposes
as of December 31, 1994 27
Schedule of Reportable Transactions for the Year
Ended December 31, 1994 28
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<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994
<CAPTION>
Large
Capital- Large Small
ization Capital- Capital-
Government Intermediate Value International ization ization Guardsman
Money Fixed Income Equity Equity Growth Growth Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at
fair value:
Reserve Deposit
Account $ 581 $ 2,565 $ 11,763 $ 8,001 $ 3,167 $ 789 $ - $ 26,866
Government Money
Investments 22,080 - - - - - - 22,080
Intermediate Fixed
Income Investments - 246,867 - - - - - 246,867
Large Capitalization
Value Equity
Investments - - 601,160 - - - - 601,160
International Equity
Investments - - - 452,067 - - - 452,067
Large Capitalization
Growth Investments - - - - 138,936 - - 138,936
Small Capitalization
Growth Investments - - - - - 9,090 - 9,090
Total investments 22,661 249,432 612,923 460,068 142,103 9,879 - 1,497,066
Amounts due from Company
for matching
contribution 1,014 4,428 21,241 14,713 6,463 1,892 2,546 52,297
Net assets available
for benefits $23,675 $253,860 $634,164 $474,781 $148,566 $11,771 $2,546 $1,549,363
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
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<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
Large
Government Intermediate Capitalization International Large
Money Fixed Income Value Equity Equity Capitalization
Fund Fund Fund Fund Growth Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Reserve Deposit Account $ 524 $ 3,247 $ 12,155 $ 6,403 $ 2,444 $ 24,773
Government Money Investments 17,161 - - - - 17,161
Intermediate Fixed Income
Investments - 424,691 - - - 424,691
Large Capitalization Value
Equity Investments - - 963,790 - - 963,790
International Equity Investments - - - 581,079 - 581,079
Large Capitalization
Growth Investments - - - - 80,288 80,288
Total investments 17,685 427,938 975,945 587,482 82,732 2,091,782
Amounts due from Company for
matching contribution 666 6,184 27,226 15,106 3,544 52,726
Net assets available
for benefits $18,351 $434,122 $1,003,171 $602,588 $86,276 $2,144,508
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
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<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Large
Capital- Large Small
ization Capital- Capital-
Government Intermediate Value International ization ization Guardsman
Money Fixed Income Equity Equity Growth Growth Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Investments income:
Net appreciation
(depreciation)
in fair value of
investments $ - $(27,319) $(59,522) $ 50,320 $ (954) $ 454 $ - $ (37,021)
Interest and dividends 549 22,339 34,853 24,181 237 41 - 82,200
Total investment
income 549 (4,980) (24,669) 74,501 (717) 495 - 45,179
Contributions:
Employee 4,775 39,079 184,901 108,905 31,671 2,351 - 371,682
Employer 1,014 4,428 21,241 14,713 6,463 1,892 2,546 52,297
Total contributions 5,789 43,507 206,142 123,618 38,134 4,243 2,546 423,979
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid
to participants (355) (171,618) (500,379) (391,330) (621) - - (1,064,303)
INTERFUND TRANSFERS (659) (47,171) (50,101) 65,404 25,494 7,033 - -
Net increase
(decrease) 5,324 (180,262) (369,007) (127,807) 62,290 11,771 2,546 (595,145)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 18,351 434,122 1,003,171 602,588 86,276 - - 2,144,508
End of Year $23,675 $253,860 $634,164 $474,781 $148,566 $11,771 $2,546 $1,549,363
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
-20-
<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Large
Capital- Large
ization Capital-
Government Intermediate Value International ization Non-
Money Fixed Income Equity Equity Growth Participant
Fund Fund Fund Fund Fund Directed Total
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Investments income:
Net appreciation
(depreciation)
in fair value of
investments $ - $ (690) $ 50,523 $ 94,453 $ 726 $ - $ 145,012
Interest and
dividends 233 16,193 (3,764) (2,361) (242) 226 10,285
Total investment
income 233 15,503 46,759 92,092 484 226 155,297
Contributions:
Employee 6,760 45,718 166,036 88,019 13,164 - 319,697
Employer 666 6,184 27,226 15,106 3,544 - 52,726
Total
contributions 7,426 51,902 193,262 103,125 16,708 - 372,423
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid to
participants (1,461) (815) (2,212) (770) - - (5,258)
INTERFUND TRANSFERS 12,153 367,532 765,362 408,141 69,084 (1,622,272) -
Net increase
(decrease) 18,351 434,122 1,003,171 602,588 86,276 (1,622,046) 522,462
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year - - - - - 1,622,046 1,622,046
End of year $18,351 $434,122 $1,003,171 $602,588 $86,276 $ - $2,144,508
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
-21-
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Moline Paint
Manufacturing Co. Employees 401(k) PROFIT SHARING Plan (the "Plan")
are presented on the accrual basis of accounting.
Investments
Investments are stated at fair value based on market quotes or
current unit value of mutual fund investments as reported by
Smith Barney Corporate Trust Company, the Plan's trustee. Net
appreciation (depreciation) in the fair value of investments included
in the Statements of Changes in Net Assets Available for Benefits
is comprised of unrealized gains or losses resulting from changes in
market prices and realized gains and losses on sales of investments.
(2) DESCRIPTION OF PLAN
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement, as
amended, for a more complete description of the Plan's provisions.
Effective January 1, 1993, the Plan was amended by converting
from a defined contribution PROFIT SHARING plan, which was
non-participant directed, to a participant directed salary-reduction
plan with an employer-matching contribution under the provisions of
Section 401(k) and the regulations thereunder of the Internal Revenue
Code. The Plan is subject to the applicable provision of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Participation
The Plan is a defined contribution plan covering substantially all
full-time employees of Moline Paint Manufacturing Co., a wholly owned
subsidiary of Guardsman Products, Inc. (the "Company"), who have
completed one year of service, as defined by the Plan.
-22-
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) DESCRIPTION OF PLAN, continued
Contributions
Employees who participate in the Plan elect to make voluntary
pre-tax contributions between 2% and 15% of their annual compensation.
Annual participant contributions are limited to the maximum amount
permitted by the Internal Revenue Code. Employer matching contributions
are made in an amount equal to a percentage of the participant's elective
contributions as determined by the Board of Directors at its discretion
for each Plan year.
Investment Options
Participants may direct their account balances, in 5% increments,
in any of the following investment options:
Government Money Fund - Funds are invested in short-term U.S. Government
and U.S. Government Agency securities to provide current income.
Intermediate Fixed Income Fund - Funds are invested in high-quality
fixed income investments which are expected to provide current
income and reasonable stability of principal.
Large Capitalization Value Equity Fund - Funds are invested in
common stocks of companies with a large market capitalization
which are expected to provide capital appreciation and dividend
income.
International Equity Fund - Funds are invested primarily in
equity securities of companies domiciled outside the United
States which are expected to achieve capital appreciation.
Large Capitalization Growth Fund - Funds are invested in common
stocks of companies with a large market capitalization which are
expected to provide growth earnings in excess of the S & P 500 Index.
-23-
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) DESCRIPTION OF PLAN, continued
Small Capitalization Growth Fund - Funds are invested in common
stocks of emerging growth companies with small market capitalization
which are expected to provide capital appreciation.
Guardsman Stock Fund - Effective January 1, 1995, the Plan was
amended to allow participants to direct their investments into a
fund which invests in the common stock of Guardsman Products, Inc.
During 1994, the name of the investment company which manages the
investment funds was changed from the Trust for TRAK Investments to
the Consulting Group Capital Market Funds.
Contributions which have not yet been allocated to the individual
investment options are temporarily held in the Reserve Deposit
Account which is a money market fund maintained by the Plan trustee's
third party trust accounting and custody service organization, the
Boston Company.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations, as defined by the Plan, of (a) the
Company's contribution and (b) Plan earnings by investment fund and
administrative expenses.
Vesting
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Vesting in the Company matching con-
tributions, plus earnings thereon, is based on years of continuous
service, as defined by the Plan. A participant is 100% vested
after seven years of credited service. Forfeitures attributable to
employer matching contributions are applied to reduce future Company
matching contributions.
-24-
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) DESCRIPTION OF PLAN, continued
Distributions to Participants
Distributions to participants generally occur upon a
participant's retirement or termination of employment. However,
participants may defer distribution of their benefits until reaching age
70 1/2. Vested balances of retired or terminated participants will be
distributed in a lump sum payment or in the form of an annuity, as
defined by the Plan.
Administration
The Plan is administered by the Company. Administrative expenses
of approximately $18,000 and $16,000 were paid by the Plan to the trustee
in 1994 and 1993, respectively. These fees have been offset against
interest and dividend income in the accompanying Statements of Changes in
Net Assets Available for Benefits. Although it is not obligated to do
so, certain other administrative expenses were paid by the Company.
(3) PLAN TERMINATION
Although they have not expressed any intent to do so, the Company
has the right under the Plan to discontinue their contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In
the event of Plan termination, participants will become 100 percent
vested in their accounts.
(4) INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated August 4, 1986, that the Plan and related trust
are designed in accordance with applicable sections of the Internal
Revenue Code ("IRC"). The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that the
-25-
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(4) INCOME TAX STATUS, continued
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, they believe that the
Plan is qualified and the related trust is exempt from taxation as of
December 31, 1994.
(5) SALE OF PLAN SPONSOR
Effective August 31, 1994, the Plan sponsor, Moline Paint Manufacturing,
Co., Inc. ("Moline") was acquired by Guardsman Products, Inc. Subsequent
to the sale, the two former shareholders of Moline received lump sum
distributions of their accounts during 1994 totaling approximately
$750,000.
-26-
SCHEDULE I
<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
EIN: 38-3194409
PLAN NUMBER: 001
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<CAPTION>
Identity of Party Involved Description of Investment Cost Fair Value
<S> <C> <C> <C>
The Boston Company Reserve Deposit Account $ 26,866 $ 26,866
(26,866 shares)
*Smith Barney Corporate Government Money 22,080 22,080
Trust Company - Investments
Consulting Group Capital (22,080 shares)
Market Funds
Intermediate Fixed Income 267,305 246,867
Investments
(32,186 shares)
Large Capitalization Value 625,896 601,160
Equity Investments
(70,891 shares)
International Equity 394,439 452,067
Investments
(45,525 shares)
Large Capitalization Growth 139,179 138,936
Investments
(14,279 shares)
Small Capitalization Growth 8,636 9,090
Investments
(661 shares)
$1,484,401 $1,497,066
</TABLE>
* Indicates a party in interest
-27-
SCHEDULE II
<TABLE>
MOLINE PAINT MANUFACTURING CO.
EMPLOYEES 401(K) PROFIT SHARING PLAN
EIN: 38-3194409
PLAN NUMBER: 001
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Purchases Sales
Identity of Issuer and Number of Purchase Number of Net Gain
Description of Investment Transactions Price Transactions Proceeds Cost of Asset (Loss)
<S> <C> <C> <C> <C> <C> <C>
The Boston Company
Reserve Deposit Account 32 $1,426,360 33 $1,424,267 $1,424,267 $ -
*Smith Barney Corporate Trust Company -
Consulting Group Capital Markets Funds
Intermediate Fixed Income Investments 43 100,101 37 250,606 258,709 (8,103)
Large Capitalization Value
Equity Investments 38 303,005 50 606,113 593,533 12,580
International Equity Investments 58 260,957 38 440,289 354,907 85,382
</TABLE>
* Indicates a party in interest
-28-
EXHIBIT 99(b)
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Plan Administrator
Moline Paint Manufacturing Co.
Moline, Illinois
We have audited the accompanying statement of net assets
available for benefits of Moline Paint Manufacturing Co.
Employees 401(k) Profit Sharing Plan as of December 31, 1993, and
the related statement of changes in net assets available for
benefits for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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 Moline Paint Manufacturing Co.
Employees 401(k) Profit Sharing Plan as of December 31, 1993, and
the changes in its net assets available for benefits for the year
then ended in conformity with generally accepted accounting
principles.
/s/Carpentier, Mitchell, Goddard & Company
Moline, Illinois
June 1, 1995
-29-
