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Previous: GEORGIA POWER CO, POS AMC, 1994-07-15 |
Next: HERTZ CORP, 8-K, 1994-07-15 |
<PAGE> 1
UNITED STATES 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, 1993
( ) 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 1-9891
HADSON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0679954
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2777 STEMMONS FREEWAY, SUITE 700, DALLAS, TEXAS 75356-9550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 640-6800
<PAGE> 2
INDEX TO FINANCIAL STATEMENTS OF
HADSON CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants F-2
Statement of Net Assets Available for Plan Benefits, with Fund Information
at December 31, 1993 F-3
at December 31, 1992 F-4
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
for the year ended December 31, 1993 F-5
for the year ended December 31, 1992 F-6
Notes to Financial Statements F-7
Supplemental Schedules:
Item 27a, Schedule of Assets Held for Investment
Purposes for the year ended December 31, 1993 (Schedule I) F-13
Item 27d, Schedule of Reportable Transactions
for the year ended December 31, 1993 (Schedule II) F-14
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the
Hadson Corporation
Employee Benefit Plan Committee of
Hadson Corporation Employee 401(k)
Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and of changes in net assets available for plan benefits present
fairly, in all material respects, the net assets of the Hadson Corporation
Employee 401(k) Savings Plan (the "Plan") at December 31, 1992 and 1993, and
the changes in its net assets for the two years then ended 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules
I and II, consisting of a schedule of assets held for investment purposes and a
schedule of reportable transactions are presented for purposes of additional
analysis and are not required parts of the basic financial statements, but they
are additional information required by ERISA. The Fund Information in the
statement of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and the changes in net assets available for 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 all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE
Oklahoma City, Oklahoma
June 27, 1994
<PAGE> 4
Hadson CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
Assets held by
Assets held by Shearson Lehman Bank of Oklahoma
-------------------------------------------------- ----------------
Hadson Guaranteed Flexible Growth
Common Investment Growth Equity Loan
Stock Contract Fund Balanced Fund Fund Fund Total
----- ------------- ------------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments held at market value:
Common stock of Hadson Corporation -
1,114 shares (cost $1,684) 174 - - - - 174
Guaranteed Investment Contract Fund -
253 units (cost $2,546) - 2,771 - - - 2,771
Flexible Growth Balanced Fund -
16 units (cost $596) - - 662 - - 662
Growth Equity Fund -
41 units (cost $2,129) - - - 2,456 - 2,456
Cash and Short-term Investment Fund 93 102 37 48 - 280
Participant Loans - - - - 370 370
Fees and income receivable 1 - - - - 1
--- ----- --- ----- --- -----
268 2,873 699 2,504 370 6,714
--- ----- --- ----- --- -----
LIABILITIES
Accrued expenses 9 - - - - 9
--- ----- --- ----- --- -----
NET ASSETS AVAILABLE FOR PLAN BENEFITS 259 2,873 699 2,504 370 6,705
=== ===== === ===== === =====
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE> 5
HADSON CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
Assets held Assets held by Shearson Lehman
by Bankers Trust
--------------- ------------------------------------------------
Hadson Hadson Guaranteed Flexible Growth
Common Common Investment Growth Equity
Stock Stock Contract Fund Balanced Fund Fund
----- ----- ------------ ------------ ----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments held at market value:
Common stock of Hadson Corporation -
36 shares (cost $66) 8 - - - -
955 shares (cost $1,929) - 209 - - -
Guaranteed Investment Contract Fund -
294 units (cost $2,942) - - 3,022 - -
Flexible Growth Balanced Fund -
9 units (cost $318) - - - 341 -
Growth Equity Fund -
43 units (cost $2,253) - - - - 2,356
Cash and Short-Term Investment Fund 43 15 50 24 85
Participant Loans - - - - -
Fees and income receivable - 2 - - -
-- --- ----- --- -----
51 226 3,072 365 2,441
-- --- ----- --- -----
LIABILITIES
Accrued expenses - 5 - - -
-- --- ----- --- -----
NET ASSETS AVAILABLE FOR PLAN BENEFITS 51 221 3,072 365 2,441
== === ===== === =====
</TABLE>
<TABLE>
<CAPTION>
Assets held by
Bank of Oklahoma
----------------
Loan
Fund Total
---- -----
<S> <C> <C>
ASSETS
Investments held at market value:
Common stock of Hadson Corporation -
36 shares (cost $66) - 8
955 shares (cost $1,929) - 209
Guaranteed Investment Contract Fund -
294 units (cost $2,942) - 3,022
Flexible Growth Balanced Fund -
9 units (cost $318) - 341
Growth Equity Fund -
43 units (cost $2,253) - 2,356
Cash and Short-Term Investment Fund - 217
Participant Loans 381 381
Fees and income receivable - 2
--- -----
381 6,536
--- -----
LIABILITIES
Accrued expenses - 5
--- -----
NET ASSETS AVAILABLE FOR PLAN BENEFITS 381 6,531
=== =====
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE> 6
HADSON CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
Assets held
by Bankers Trust Assets held by Shearson Lehman
---------------- ------------------------------
Hadson Hadson Guaranteed Flexible Growth
Common Common Investment Growth Equity
Stock Stock Contract Fund Balanced Fund
----- ----- ------------- -------- ----
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS WERE PROVIDED BY:
Contributions -
Employer
Cash - 27 115 123 124
Stock - - - - -
---- ----- ----- --- -----
- 27 115 123 124
Participants - 28 145 159 169
Asset transfer (51) 1,207 (627) 11 (461)
Earnings on Investments -
Interest - 1 2 - 2
Dividends and other income - 3 - - -
Net realized gain (loss) on disposition of assets - (140) 33 3 34
Unrealized appreciation - 209 145 44 224
---- ----- ----- --- -----
(51) 1,335 (187) 340 92
---- ----- ----- --- -----
DEDUCTIONS FROM NET ASSETS WERE ATTRIBUTABLE TO:
Distributions - 1,293 - - -
Trustee and Other Fees - 4 12 6 29
---- ----- ----- --- -----
- 1,297 12 6 29
---- ----- ----- --- -----
Net increase (decrease) in net assets available for plan
benefits (51) 38 (199) 334 63
Net assets available, beginning of period 51 221 3,072 365 2,441
---- ----- ----- --- -----
NET ASSETS AVAILABLE, END OF PERIOD - 259 2,873 699 2,504
==== ===== ===== === =====
</TABLE>
<TABLE>
<CAPTION>
Assets held by
Bank of Oklahoma
----------------
Loan
Fund Total
---- -----
<S> <C> <C>
ADDITIONS TO NET ASSETS WERE PROVIDED BY:
Contributions -
Employer
Cash - 389
Stock - -
--- ------
- 389
Participants - 501
Asset transfer (21) 58
Earnings on Investments -
Interest 31 36
Dividends and other income - 3
Net realized gain (loss) on disposition of assets - (70)
Unrealized appreciation - 622
--- ------
10 1,539
--- ------
DEDUCTIONS FROM NET ASSETS WERE ATTRIBUTABLE TO:
Distributions 19 1,312
Trustee and Other Fees 2 53
--- ------
21 1,365
--- ------
Net increase (decrease) in net assets available for plan (11) 174
benefits
Net assets available, beginning of period 381 6,531
--- ------
NET ASSETS AVAILABLE, END OF PERIOD 370 6,705
=== ======
</TABLE>
See Accompanying Notes to Financial Statements
F-5
<PAGE> 7
HADSON CORPORATION
EMPLOYEE 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
Assets held by Bankers Trust Assets held by Shearson Lehman
---------------------------- ------------------------------
Guaranteed
Hadson Investment Equity Fidelity Hadson Guaranteed
Common Contract Index Magellan Loan Common Investment
Stock Fund Fund Fund Fund Stock Contract
------ ---------- ----- -------- ---- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS WERE PROVIDED BY:
Contributions -
Employer
Cash - - - - - 32 138
Stock - - - - - - -
------ ------ ------ ------ ---- ------ -----
- - - - - 32 138
Participants - - - - - 29 171
Asset transfer (2,717) (4,149) (988) (2,433) (439) 5,071 2,911
Earnings on Investments -
Interest - - - - - 1 10
Dividends and other income - (15) - - - 109 103
Net realized gain (loss) on disposition of assets - 275 - 549 - (3,037) 4
Unrealized appreciation (depreciation) - (259) - (549) - 2,591 80
------ ------ ------ ------ ---- ------ -----
(2,717) (4,148) (988) (2,433) (439) 4,796 3,417
------ ------ ------ ------ ---- ------ -----
DEDUCTIONS FROM NET ASSETS WERE ATTRIBUTABLE TO:
Distributions - 862 186 877 - 4,574 333
Trustee and Other Fees (20) - - - - 1 12
------ ------ ------ ------ ---- ------ -----
(20) 862 186 877 - 4,575 345
------ ------ ------ ------ ---- ------ -----
Net increase (decrease) in net assets (2,697) (5,010) (1,174) (3,310) (439) 221 3,072
available for plan benefits
Net assets available, beginning of period 2,748 5,010 1,174 3,310 439 - -
------ ------ ------ ------ ---- ------ -----
NET ASSETS AVAILABLE, END OF PERIOD 51 - - - - 221 3,072
====== ====== ====== ====== ==== ====== =====
</TABLE>
<TABLE>
<CAPTION>
Assets held by
Assets held by Shearson Lehman Bank of Oklahoma
------------------------------ ----------------
Flexible Growth
Growth Equity Loan
Balanced Fund Fund Fund Total
------------- ------ ---- -----
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS WERE PROVIDED BY:
Contributions -
Employer
Cash 129 140 - 439
Stock - - - -
--- ----- --- ------
129 140 - 439
Participants 163 175 - 538
Asset transfer 68 2,288 468 80
Earnings on Investments -
Interest 1 27 36 75
Dividends and other income 1 - - 198
Net realized gain (loss) on disposition of assets - (8) - (2,217)
Unrealized appreciation (depreciation) 22 103 - 1,988
--- ----- --- ------
384 2,725 504 1,101
--- ----- --- ------
DEDUCTIONS FROM NET ASSETS WERE ATTRIBUTABLE TO:
Distributions 17 258 123 7,230
Trustee and Other Fees 2 26 - 21
--- ----- --- ------
19 284 123 7,251
--- ----- --- ------
Net increase (decrease) in net assets 365 2,441 381 (6,150)
available for plan benefits
Net assets available, beginning of period - - - 12,681
--- ----- --- ------
NET ASSETS AVAILABLE, END OF PERIOD 365 2,441 381 6,531
=== ===== === ======
</TABLE>
Accompanying Notes to Financial Statements
F-6
<PAGE> 8
HADSON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN:
The following description provides only general information related to
the Hadson Corporation Employee 401(k) Savings Plan (the "Plan"). The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). Participants should refer to the
summary Plan description or the Plan document for a more complete
explanation of the Plan's provisions. The Plan document is
controlling at all times.
Background
The Plan, originally called the Ultrasystems Incorporated Employee
Stock Ownership Plan, was adopted by the Board of Directors of
Ultrasystems Incorporated ("Ultrasystems") effective February 1, 1982.
Since its adoption, the Plan has been amended on various occasions
including five complete restatements of the Plan, one generally
effective as of February 1, 1985, a second generally effective as of
February 1, 1987, a third generally effective as of January 1, 1989,
and a fourth amendment to the Plan generally effective as of September
1, 1989 (the "Second 1989 Restatement"). A fifth amendment to the
Plan was generally effective as of January 1, 1992 (the "1992
Restatement").
Some significant provisions of restatements prior to the Second 1989
Restatement are:
(i) Employees are allowed to roll over distributions from other
qualified plans to the Plan;
(ii) Participants are allowed to borrow up to 50 percent of their
vested balance in the Plan;
(iii) Distributions of benefits from the Plan may be in the form of
a life annuity;
(iv) In-service withdrawals are permitted at age 59-1/2, and
(v) Participants are allowed to defer distribution of their
benefits under the Plan until April 1 of the calendar year
following the calendar year in which the Participant attains
age 70-1/2.
Second 1989 Restatement
The Plan was amended by the Second 1989 Restatement to:
(i) Provide for the participation in the Plan by all eligible
employees of Hadson;
(ii) Provide for the merger into the Plan of certain Hadson
employee benefit plans;
(iii) Change the sponsor of the Plan from Ultrasystems to Hadson, and
(iv) Change the name of the Plan from Ultrasystems Incorporated
Employee Stock Ownership/401(k) Plan to Hadson Corporation
Employee Stock Ownership/401(k) Plan.
Participants of the merged Hadson plans began making contributions to
the Plan in September 1989 and the account balances associated with
these Hadson plans were transferred into the Plan on January 1, 1990.
The Second 1989 Restatement also amended the Plan to permit all
non-union employees to become eligible for participation one year
after their date of hire during which the employee completes 1000 or
more hours of service.
F-7
<PAGE> 9
HADSON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN (Continued):
The 1992 Restatement eliminated the ESOP provisions of the Plan. The
amendment also adjusted the employer matching contribution formula of
the remaining Profit Sharing Portion of the Plan to permit a higher
potential matching by the Company (3 percent to 8 percent based upon
years of service). The vesting schedule for the employer matching
contributions was changed so that all employees vest over a four year
period of service.
The Plan was also amended by the 1992 Restatement to:
(i) Provide for the participation in the Plan by all eligible
employees of Hadson on the first day of the month following
date of hire, and
(ii) Change the name of the Plan from Hadson Corporation Employee
Stock Ownership/401(k) Plan to Hadson Corporation Employee
401(k) Savings Plan.
Sale of Subsidiaries
In connection with the sale of certain subsidiaries, the Plan was
further amended during 1990 and 1991 to include provisions related to
the sales. The Plan was amended on October 9, 1990 for the sale of
HRB, February 15, 1991 for the sale of the operations of Ultrasystems
Defense Inc. ("UDI") and on December 11, 1991 for the sale of
substantially all of the Power Systems Group ("Power Systems"). In
order to give effect to the sales, the Plan was amended to:
(i) Terminate the ability of HRB, UDI and Power System's
participants to participate or accrue further benefits in the
Plan;
(ii) Provide for 100% vesting of the contributions made by Hadson
to HRB, UDI and Power System's participants, and
(iii) Provide for a contribution by Hadson to each HRB, UDI and
Power System's participant actively employed on the effective
date of the sale. The contribution was equal to 4% of such
participants compensation from January 1 through September 30,
1990 for HRB, January 1 through February 15, 1991 for UDI and
January 1 through November 30, 1991 for Power Systems.
Contributions
Prior to the 1992 Restatement, the Company was required to contribute
to the Plan for each fiscal year an amount, never less than 4 percent
of the total eligible compensation of all participants for the fiscal
year, set by the Board of Directors. These mandatory contributions
are held in the ESOP Portion of the Plan and must be invested
primarily in the Common Stock of the Company. The Board of Directors
authorized a 4 percent mandatory contribution for each of the two
years ended December 31, 1991. As previously stated, the 1992
Restatement eliminated the ESOP portion of the Plan.
Under the Profit Sharing Portion of the Plan, each participant may
elect to defer the receipt of a whole percentage of his compensation
(up to a limit set by the Plan governing committee) and to have that
amount contributed directly by the Company to the Plan.
F-8
<PAGE> 10
HADSON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN (Continued):
In addition to participant deferrals, participants may also
contribute, on an after-tax basis, portions of their compensation (up
to a maximum percentage set by the Plan committee) to the Plan. The
Company is required to match a participant's Plan deferrals and
contributions on a dollar-for-dollar basis up to a maximum percentage
of the participant's compensation determined by the Board of Directors
(never less than 2 percent prior to January 1, 1992; 3 percent to 8
percent, based on the participant's years of service, from and after
January 1, 1992). For investment purposes, these matching
contributions are aggregated with participant deferrals and
contributions in the Profit Sharing Portion of the Plan and are
eligible for investment, at the discretion of participants, in any of
four alternative investment funds administered under the Plan (see (3)
Investment Programs). Hadson matched the employee contributions on a
dollar-for- dollar basis of up to 8 percent of the employees
contribution during the years ended December 31, 1992 and 1993.
Vesting
All assets in a participant's account arising from participant
contributions or transfers from predecessor plans are fully vested at
all times. Assets in a participants account arising from Hadson's
contributions vest based on the employee's number of years of credited
service, all employees vest over a four year period of service. Prior
to the 1992 Restatement, employee's accounts previously in certain of
the Hadson plans vested at 25 percent a year over a four year schedule
and all remaining employee's accounts vest on a six year schedule,
which begins after two years of service with the Company and gradually
increases, so that after six years of service all Company
contributions are fully vested.
Hadson's contributions become fully vested in the event of the
participant's total disability, death, normal retirement, or if Hadson
terminates the Plan. Any forfeitures of a participant's non-vested
portion after withdrawal or distribution are used to pay Plan expenses
as compensation for the services of the Trustee and legal expenses.
Forfeitures in excess of Plan expenses, if any, are allocated to the
remaining participants of the Plan at the end of each fiscal year.
Loans
Amounts may be borrowed from a participant's account except for the
portion allocated to the mandatory contribution account. The amount
of the loan may not be less than $1,000 and may not exceed 50% of a
participant's vested interest in such accounts. It may also not
exceed when added to the outstanding balance of any previous loans
from the Plan, the lesser of the following amount:
(1) Fifty thousand dollars reduced by the excess of (a) the
highest outstanding balance of a participant's loans from the
Plan during the one year period ending on the day prior to the
date on which such loan is made, over (b) the outstanding
balance of a participant's loans from the Plan on the date on
which the loan is made, or
(2) 50% of a participant's vested interest in the Plan excluding
the mandatory contribution account.
F-9
<PAGE> 11
HADSON CORPORATION
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF THE PLAN (Continued):
The Plan requires that the loan be adequately secured. Loan
repayments are deducted from a participant's paycheck each pay period.
The loans are required to be repaid with substantially level
amortization over a period of not more than five years except for a
loan used to acquire a principal residence which may be repaid over a
period of not more than 15 years. The loan is required to bear an
interest rate equal to 1% over Chase Manhattan Prime Rate rounded up
to the nearest one quarter percentage point.
(2) SIGNIFICANT ACCOUNTING POLICIES:
Financial statements of the Plan are prepared on the accrual basis of
accounting. Investments are accounted for at market value as
determined by the Plan Trustee. Shares of Hadson common stock,
investments in the Morley Capital Guaranteed Investments Contract
Income Fund, Provident Investment Flexible Growth Equity Fund, and
investments in the Shearson Lehman Growth Balanced Fund are recorded
at the latest reported market price on the last business day of the
Plan year plus accrued interest.
Accumulated Benefits For Terminated Employees
During 1992, the Plan changed its method of accounting for obligations
for benefit payments to terminated employees. The change was made to
comply with guidance for accounting and disclosure by employee benefit
plans. As a result of this change, accumulated benefits for persons
who have withdrawn from participation in the Plan are no longer
reported as a liability of the Plan in the statement of net assets
available for plan benefits.
The accompanying financials have been restated to reflect this change
in accounting method. As of December 31, 1992 and 1993, the Plan had
benefit obligations due participants who had withdrawn from the Plan
of $529,000 and $163,000, respectively.
(3) INVESTMENT PROGRAMS:
Participants are allowed to invest the sum of their future
contributions and Hadson's matching contributions in any of four
investment alternatives, in increments of 10 percent (25 percent
before January 1, 1992) through regular payroll deductions. The four
investment choices available after February 1, 1988 and prior to the
1992 Restatement for participants and matching contributions included:
(1) Hadson Common Stock Fund - Contributions to this fund are
invested in Hadson Common Stock.
(2) Guaranteed Investment Contracts Fund - This fund invests in
guaranteed investment contracts, usually of a three or four year term,
issued by insurance companies, which earn a pooled rate of interest
over the period of the contracts.
(3) Bankers Trust Equity Index Fund - This fund is designed to
generally track the performance of the 500 common stocks in the
Standard & Poor's Index.
F-10
<PAGE> 12
HADSON CORPORATION
NOTES TO FINANCIAL STATEMENTS
INVESTMENT PROGRAMS (Continued):
(4) Fidelity Investments Magellan Fund - This fund is an
actively managed, broadly diversified equity fund. The fund invests
in the stocks of both well known and lesser known domestic and foreign
companies. Fidelity Investments has agreed to eliminate its normal 3
percent sales charge for participants who invest in this fund.
In connection with the 1992 Restatement, a new Plan Trustee and a new
Plan Administrator were appointed. The investment choices available
to participants subsequent to January 1, 1992, as a result of the
change of Trustee, are as follows:
(1) Hadson Common Stock Fund - Contributions to this fund are
invested in Hadson Common Stock.
(2) Morley Capital Guaranteed Investments Contract Income Fund -
This fund invests in guaranteed investment contracts issued by
insurance companies and earns a pooled rate of interest over
the period of the contracts.
(3) Provident Investment Flexible Growth Balanced Fund - This
fund is designed to invest in a diversified portfolio which
consists of growth stocks, bonds and cash.
(4) Shearson Lehman Growth Equity Fund - This fund invests in
companies which have above-average market appreciation
potential and is designed to achieve earnings through capital
appreciation. It is designed to track the performance of the
Standard & Poor's Index.
(4) INCOME TAXES:
Based on the June 19, 1991, determination letter from the Internal
Revenue Service, the Plan, as restated effective January 1, 1989,
qualifies under Section 401 of the Internal Revenue Code of 1986 as
exempt from federal income tax. Since that time, the Plan has been
amended on two occasions as discussed in (1) Description of the Plan.
Management believes the Plan is currently designed and operated in
compliance with the applicable requirements of the Internal Revenue
Code and therefore remains exempt from taxation. Participants to the
Plan are not subject to Federal income taxes on account balances
arising from employers contributions, before tax employee deposits or
accrued income until he or she receives a distribution or makes a
withdrawal from the Plan.
F-11
<PAGE> 13
ADDITIONAL INFORMATION
F-12
<PAGE> 14
SCHEDULE I
HADSON CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
ITEM 27a, SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
Number of Current
Name of Issue Shares/Units Cost Value
- - ------------- ------------ ---- -----
<S> <C> <C> <C>
Common Stock of Hadson Corporation,
par value $.01 per share 1,114 1,684 174
Guaranteed Investment Contract Fund 253 2,546 2,771
Flexible Growth Balanced Fund 16 596 662
Growth Equity Fund 41 2,129 2,456
Cash and Short Term Investments - 280 280
Pariticpant Loans,
rates range from 7.0% to 12.5% and
maturities range from 18 months to 15 years - 370 370
----- ----- -----
7,605 6,713
===== ===== =====
</TABLE>
F-13
<PAGE> 15
SCHEDULE II
HADSON CORPORATION
EMPLOYEE 401(k) SAVINGS PLAN
ITEM 27(d), SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
Selling Price
(Current Value
Number of of Asset on Cost of Net Gain
Name of Issue Shares/Units Transaction Date) Asset or (Loss)
------------- ------------ ----------------- ------- ---------
<S> <C> <C> <C> <C>
Common Stock of Hadson Corporation,
par value $.01 per share 245 210 350 (140)
Growth Equity Fund 8 462 428 34
</TABLE>
F-14
<PAGE> 16
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HADSON CORPORATION
DATE: JULY 13, 1994
By: /s/ ROBERT P. CAPPS
Robert P. Capps
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ ROBERT P. CAPPS Executive Vice President, July 13, 1993
- - ------------------- Chief Financial Officer
Robert P. Capps (Principal Financial Officer)
/s/ TAMARA S. TRUMMER Manager, Human Resources July 13, 1993
- - --------------------- and Administrator
Tamara S. Trummer
</TABLE>
F-15
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