SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Fiscal year ended: December 31, 1993 Commission file number 1-5222
M. A. HANNA COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 34-0232435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 E. NINTH STREET, SUITE 3600, CLEVELAND, OHIO
44114-1860
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code 216-
589-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past
90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock held by
nonaffiliates of the Registrant, computed by reference to the price
at which the stock was sold as of February 18, 1994:
$855,231,228.00.
Common Shares outstanding as of February 18, 1994:
23,756,423.
<PAGE>
AMENDMENT NO. 1
This Amendment No. 1 amends and supplements the Annual
Report on Form 10-K for the fiscal year ended December 31, 1993
(the "Annual Report") filed on March 18, 1994, by M. A. Hanna
Company. Unless otherwise indicated, all capitalized terms used
below but not specifically defined herein shall have the same
meaning set forth in the Annual Report.
ITEM 14(a)(3) List of Exhibits
Item 14(a)(3) List of Exhibits - "(ii) Other Exhibits" is hereby
amended by deleting the anticipatory sentence thereunder and
substituting the following in lieu thereof:
(1) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the M. A. Hanna
Company Capital Accumulation Plan and Trust, filed
herewith.
(2) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the Polymer
Group Retirement Savings Plan (formerly called the
Capital Accumulation and Savings Plan for Salaried
Employees of Day International Corporation), filed
herewith.
(3) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Allied Color Industries, Inc. Savings and Retirement Plan
for Associates of the Vonore, TN, Kansas City, MO, San
Fernando, CA, and Vancouver, WA, Operations and Trust
(formerly the Avecor, Inc. Savings and Retirement Plan
and Trust, filed herewith.
(4) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for The
Burton Rubber Processing, Incorporated Savings and
Retirement Plan and Trust, filed herewith.
(5) Financial Statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the PMS
Profit Sharing and Retirement Savings Plan and Trust,
filed herewith.
(6) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Wilson Color Profit Sharing Plan and Trust, filed
herewith.
(7) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the Allied Color
Industries, Inc. Profit Sharing Plan For Associates Of
Broadview Heights, Oh, Greenville, SC and Phoenix, AZ,
filed herewith.
<PAGE>
(8) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the Bruck
Plastics Company Profit Sharing Plan , filed herewith.
(9) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Dayton Plastics Profit Sharing Plan and Trust, filed
herewith.
(10) Financial Statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the DH
Compounding Savings and Retirement Plan, filed herewith.
(11) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Fiberchem, Inc. 401(K) Savings Plan, filed herewith.
(12) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Texapol Corporation Employees' 401(K) Savings Plan, filed
herewith.
EXHIBIT INDEX
The Index to Exhibits is hereby amended by deleting it in its
entirety and substituting in lieu thereof the attached Index to
Exhibits.
ITEM 14(c) - Exhibits
Item 14(c)(i)(24) is hereby amended by adding and filing as an
addition to Exhibit 14(c)(i)(23) the attached Consent of
Independent Auditors.
Item 14(c)(ii) is hereby amended by adding and filing as Exhibits
(ii)(1) through (ii)(12) the above listed financial statements for
the year ended December 31, 1993.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant had duly caused this amendment to be signed on
its behalf by the undersigned, thereto duly authorized.
M. A. HANNA COMPANY
(Registrant)
Dated: June 27, 1994 By: /s/ John S. Pyke, Jr.
John S. Pyke, Jr.
Vice President, General Counsel
and Secretary
<PAGE>
ITEM 14 (c)
EXHIBIT INDEX
Sequential Page No.
(i) Exhibits filed pursuant to Regulation S-K (Item 601):
(3) Articles of Incorporation and By-laws.
(a) Registrant's Articles of
Incorporation (as restated as
of November 13, 1989, and
currently in effect), filed as
Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for
the fiscal year ended
December 31, 1989, and
incorporated herein by this
reference.
(b) Registrant's By-laws (as
amended and restated as of
March 2, 1988, and currently in
effect), filed as Exhibit 3(d)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1987
and incorporated herein by this
reference.
(4) Instruments Defining the Rights of Security Holders:
(a) Rights Agreement, dated
December 4, 1991, between the
Registrant and Ameritrust
Company National Association,
filed as Exhibit 4.1 to
Registrant's Form 8-K dated
December 4, 1991, and
incorporated herein by this
reference.
(b) Credit Agreement, dated
September 15, 1989 between the
Registrant, Citibank, N.A. and
the other banks signatory
thereto, a copy of which will
be provided to the Commission
upon request.
<PAGE>
(c) Indenture dated September 15,
1991 between the Registrant and
Ameritrust Company, National
Association, Trustee relating
to Registrant's $100,000,000
aggregate principal amount of
9% Senior Notes due 1998 and
$150,000 aggregate principal
amount of 9 3/8% Senior notes
due 2003, filed as Exhibit 4 to
the Registrant's Form S-3 filed
on September 18, 1991, and
incorporated herein by this
reference.
(d) Indenture dated September 26,
1991 between the Registrant and
Ameritrust Texas, National
Association, Trustee, relating
to Registrant's $50,000,000
aggregate principal amount of
9% Notes due 1998, filed as
Exhibit 4 to the Registrant's
Form S-3 filed on October 24,
1991, and incorporated herein
by this reference.
(e) Associates Ownership Trust
Agreement dated September 12,
1991, between Registrant and
Wachovia Bank of North
Carolina, filed as Exhibit 28.3
to Registrant's Current Report
on Form 8-K dated September 12,
1991, and incorporated herein
by this reference.
(10) Material Contracts:
*(a) The Restated 1979 Executive
Incentive Compensation Plan of
the Registrant, filed as
Exhibit 5 to the Form S-8
Registration Statement No. 2-
70755 filed with the Commission
on February 19, 1981 and
incorporated herein by this
reference, and amendment to the
Plan, as ratified and approved
by Registrant's stockholders on
October 3, 1983, filed as
Exhibit 10(c) to Registrant's
<PAGE>
Form 10-K for the fiscal year
ended December 31, 1983 and
incorporated herein by this
reference. Also amendment to
the Plan as approved by
Registrant's stockholders on
May 1, 1985, filed as Exhibit
10(c) to Registrant's Form 10-K
for the fiscal year ended
December 31, 1985 and
incorporated herein by this
reference.
*(b) Forms of 1985 Stock Option
Agreement, 1985 Grant of
Appreciation Rights and 1985
Grant of Performance Rights
under the 1979 Executive
Incentive Compensation Plan,
filed as Exhibit 10(g) to
Registrant's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein by
this reference.
*(c) Forms of 1987 Stock Option
Agreement, 1987 Grant of
Appreciation Rights and 1987
Grant of Performance Rights
under the 1979 Executive
Incentive Compensation Plan,
filed as Exhibit 10(e) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1986, and
incorporated herein by this
reference.
*(d) 1988 Long-Term Incentive Plan,
and forms of Grants of Stock
Options, Grants of Appreciation
Rights and Grants of Long-Term
Incentive Units thereunder,
filed as Exhibit 10(e) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1988, and
incorporated herein by this
reference. Also forms of 1989
Stock Option Agreement, 1989
Grant of Appreciation Rights
and 1989 Grant of Long-Term
Incentive Units, filed as
Exhibit 10(e) to Registrant's
Annual Report on Form 10-K for
<PAGE>
the fiscal year ended
December 31, 1989 and
incorporated herein by this
reference. Also 1990 Amendment
to the Plan, filed as
Exhibit 10(e) to Registrant's
Form 10-K for the fiscal year
ended December 31, 1990 and
incorporated herein by this
reference and forms of 1990
Stock Option Agreement, 1990
Grant of Appreciation Rights
and 1990 Grant of Long-Term
Incentive Units, filed as
Exhibit 10(e) to Registrant's
Form 10-K for the fiscal year
ended December 31, 1990 and
incorporated herein by this
reference. Also 1991 Amendment
to the Plan, and forms of 1991
Stock Option Agreement, 1991
Grant of Appreciation Rights,
1991 Grant of Long Term
Incentive Units, and 1991 Stock
Option Agreement with non-
employee directors of
Registration, filed as Exhibit
10(f) to Registrant's Form 10-K
for the fiscal year ended
December 31, 1991, and
incorporated herein by this
reference. Also forms of 1992
Stock Option Agreement and 1992
Grant of Long Term Incentive
Units, filed as Exhibit 10(e)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1992,
and incorporated herein by this
reference.
*(e) Form of Supplemental Deferred
Compensation agreement in which
any of the five most highly
compensated executive officers
of the Registrant participates,
refiled herewith. -------
*(f) Form of Supplemental Death
Benefits agreement in which any
of the five most highly
compensated executive officers
of the Registrant participates,
refiled herewith. -------
<PAGE>
*(g) Form of Employment Agreement
dated as of February 17, 1989
between Registrant and certain
of Registrant's executive
officers filed as Exhibit 10(h)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1988
and incorporated herein by this
reference. Also (i) Employment
Agreement dated August 6, 1986,
as amended March 5, 1987 and
December 1, 1992 between M. D.
Walker and the Registrant,
filed as Exhibit 10(h)(i) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992, and
incorporated herein by this
reference; (ii) Employment
Agreement dated as of September
27, 1993, between D. R. Schrank
and Registrant, filed as
Exhibit (a) to Registrant's
Quarterly Report on Form 10-Q
for the quarter ended
September 30, 1993, and
incorporated herein by this
reference; and (iii) Employment
Agreement dated March 1, 1993
between D. J. McGregor and
Registrant, filed herewith. -------
*(h) Description of Directors'
compensation and retirement
plan, set forth in the section
captioned "Directors'
Compensation" on pages 12 and
13 of Registrant's definitive
proxy statement dated March 17,
1994, as distributed to
stockholders and filed with the
Commission pursuant to
Regulation 14A, which section
is incorporated herein by this
reference.
*(i) Excess Benefit Plan in which
any of the five most highly
compensated executive officers
of the Registrant participates,
filed as Exhibit 10(j) to
Registrant's Annual Report on
Form 10-K for the fiscal year
<PAGE>
ended December 31, 1992 and
incorporated herein by this
reference.
*(j) Supplemental Retirement Benefit
Plan in which any of the five
most highly compensated
executive officers of the
Registrant participates, filed
as Exhibit 10 (k) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992 and
incorporated herein by this
reference.
[*- Identifies management contract
or compensation plans or
arrangements filed pursuant to
Item 601(b)(10)(iii)(A)]
(11) Computation of per share
earnings, filed herewith. -------
(13) Registrant's Annual Report as
distributed to stockholders for
the fiscal year ended December
31, 1993, filed herewith. -------
(21) Subsidiaries of the Registrant,
filed herewith. -------
(23) Consent of Independent
Auditors, filed herewith. -------
(24) Powers of Attorney of certain
Directors of Registrant, filed
herewith. -------
(ii) Other exhibits:
(1) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the M. A. Hanna
Company Capital Accumulation
Plan and Trust, filed
herewith. -------
(2) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the Polymer Group
Retirement Savings Plan
(formerly called the Capital
Accumulation and Savings Plan
for Salaried Employees of Day
International Corporation),
filed herewith. -------
(3) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Allied Color
Industries, Inc. Savings and
Retirement Plan for Associates
of the Vonore, TN, Kansas City,
MO, San Fernando, CA, and
Vancouver, WA, Operations and
Trust (formerly the Avecor,
Inc. Savings and Retirement
Plan and Trust, filed herewith.
-------
(4) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for The Burton Rubber
Processing, Incorporated
Savings and Retirement Plan and
Trust, filed herewith. -------
(5) Financial Statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the PMS Profit
Sharing and Retirement Savings
Plan and Trust, filed
herewith. -------
<PAGE>
(6) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Wilson Color
Profit Sharing Plan and Trust,
filed herewith. -------
(7) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the Allied Color
Industries, Inc., For
Associates Of Broadview
Heights, Oh, Greenville, SC and
Phoenix, AZ, filed herewith. -------
(8) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Bruck Plastics
Company Profit Sharing Plan,
filed herewith. -------
(9) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended
December 31, 1993 for the
Dayton Plastics Profit Sharing
Plan and Trust, filed
herewith. -------
(10) Financial Statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the DH Compounding
Savings and Retirement Plan,
filed herewith. -------
(11) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Fiberchem,
Inc. 401(K) Savings Plan, filed
herewith. -------
(12) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Texapol
Corporation Employees' 401(K)
Savings Plan, filed herewith. -------
Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration
Statements (Exhibit I) of M.A. Hanna Company of our report dated June 24,
1994, with respect to the financial statements and schedules of the respective
employee benefit plans of M.A. Hanna Company incorporated by reference
in the Annual Report (Form 10-K) as amended for the year ended December
31, 1993.
/s/ Ernst & Young
Cleveland, Ohio
June 27, 1994
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Exhibit I
Form S-8 No. 33-38988 pertaining to the M.A. Hanna Company Capital
Accumulation Plan.
Form S-8 No. 33-51517 pertaining to Wilson Color Profit Sharing Plan.
Form S-8 No. 33-51555 pertaining to PMS Profit Sharing and Retirement
Savings Plan.
Form S-8 No. 33-51491 pertaining to Burton Rubber Processing, Inc. Savings
and Retirement Plan.
Form S-8 No. 33-51503 pertaining to Allied Color Industries, Inc. Savings and
Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San
Fernando, CA and Vancouver, WA Operations and Trust (formerly the
Avecor, Inc. Savings and Retirement Plan and Trust).
Form S-8 No. 33-41461 pertaining to the Polymers Group Retirement Savings
Plan (formerly the M.A. Hanna Company Capital Accumulation and Savings
Plan for Salaried Employees of Day International Corporation).
Audited Financial Statements
M.A. Hanna Company Capital
Accumulation Plan and Trust
December 31, 1993 and 1992
<PAGE>
Report of Independent Auditors
Committee for Employee Benefits Administration
M.A. Hanna Company Capital Accumulation
Plan and Trust
We have audited the accompanying statements of net assets
available for plan benefits of the M.A. Hanna Company Capital
Accumulation Plan and Trust as of December 31, 1993 and 1992, and
the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1993. 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 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
plan benefits of the Plan at December 31, 1993 and 1992, and the
changes in its net assets available for plan 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 financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of
December 31, 1993, and transactions or series of transactions in
excess of five percent of the current value of plan assets for
the year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 basic financial statements taken
as a whole.
/s/ Ernst & Young
June 24, 1994
<PAGE>
M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
<TABLE>
<CAPTION>
Wells Fargo Mutual Funds
-------------------------------------------------------------------
U.S.
Asset Bond Treasury Money
Sweep Allocation Index S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
--------- ----------- --------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $123 $2,246,406 $374,530 $3,738,710 $11,974,740 $3,944,635
Employer's contribution receivable 3,159 385 948 721 512
Employees' contribution receivable 6,688 804 2,010 1,578 1,058
Participant loans
_________ ___________ _________ ____________ ____________ ___________
Net assets available for plan benefits $123 $2,256,253 $375,719 $3,741,668 $11,977,039 $3,946,205
========= =========== ========= ============ ============ ===========
See notes to financial statements
Tilts
& M.A. Hanna
Timing Company
Fund Stock Fund Loans Total
--------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Assets
Investments at fair value $716,975 $3,837,180 $0 $26,833,299
Employer's contribution receivable 286 9,077 15,088
Employees' contribution receivable 608 3,216 15,962
Participant loans 250,890 250,890
_________ ___________ _________ ____________
Net assets available for plan benefits $717,869 $3,849,473 $250,890 $27,115,239
========= =========== ========= ============
</TABLE>
<PAGE>
M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
-------------------------------------------------------------------
Three Way U.S. Tilts
Asset Bond Treasury &
Sweep Allocation Index S&P 500 Allocation Timing
Account Fund Fund Stock Fund Fund Fund
--------- ----------- --------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $1,924 $1,089,284 $284,807 $3,421,826 $12,064,671 $330,470
Employer's contribution receivable 3,137 403 670 738 236
Employees' contribution receivable 6,534 819 1,373 1,517 488
Interest receivable 381
Participant loans
_________ ___________ _________ ____________ ____________ ___________
Net assets for plan benefits $2,305 $1,098,955 $286,029 $3,423,869 $12,066,926 $331,194
========= =========== ========= ============ ============ ===========
See notes to financial statements.
-----------
Money M.A. Hanna
Market Company
Fund Stock Fund Loans Total
----------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Assets
Investments at fair value $2,553,931 $2,359,832 $0 $22,106,745
Employer's contribution receivable 686 8,968 14,838
Employees' contribution receivable 6,839 3,155 20,725
Interest receivable 381
Participant loans 152,928 152,928
___________ ___________ _________ ____________
Net assets for plan benefits $2,561,456 $2,371,955 $152,928 $22,295,617
=========== =========== ========= ============
</TABLE>
<PAGE>
M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
WELLS FARGO COLLECTIVE INVESTMENT FUNDS
------------------------------------------------------------------
Three-Way S&P US
Asset Bond 500 Treasury Tilts &
Sweep Allocation Index Stock Allocation Timing
Account Fund Fund Fund Fund Fund
--------- ----------- --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF JANUARY 1, 1993 $2,305 $1,098,955 $286,029 $3,423,869 $12,066,926 $331,194
Investment Income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 131,019 23,852 126,832 1,403,399 54,351
Interest 23
Dividends
--------- ----------- --------- ----------- ------------ ---------
23 131,019 23,852 126,832 1,403,399 54,351
Contributions:
Employer 127,345 15,731 36,939 35,672 23,475
Employees 144,489 21,048 100,231 56,975 54,961
----------- --------- ----------- ------------ ---------
271,834 36,779 137,170 92,647 78,436
Distribution to employees partially and
wholly withdrawn from the Plan (180) (41,951) (3,801) (80,477) (130,259) (53,621)
Net transfer (to) from other funds (1,574) (1,701,833) (415,766) (3,776,193) (13,820,306) 261,487
Transfers (out) in (451) 241,976 72,907 168,799 387,613 46,022
Administrative expenses (20)
--------- ----------- --------- ----------- ------------ ---------
Net (decrease) increase (2,182) (1,098,955) (286,029) (3,423,869) (12,066,926) 386,675
--------- ----------- --------- ----------- ------------ ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $123 $0 $0 $0 $0 $717,869
========= =========== ========= =========== ============ =========
See notes to financial statements
WELLS FARGO MUTUAL FUNDS
----------------------------------------------------------------------
U.S.
Money Asset Bond S&P Treasury
Market Allocation Index 500 Allocation
Fund Fund Fund Stock Fund Fund
----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF JANUARY 1, 1993 $2,561,456 $0 $0 $0 $0
Investment Income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 52,652 (2,335) 167,605 (41,062)
Interest 36,780
Dividends 58,495 11,351 46,465 700,377
----------- ----------- ---------- ----------- ------------
36,780 111,147 9,016 214,070 659,315
Contributions:
Employer 65,711 45,776 6,234 18,006 (10,980)
Employees 60,573 130,476 34,828 87,556 13,456
----------- ----------- ---------- ----------- ------------
126,284 176,252 41,062 105,562 2,476
Distribution to employees partially and
wholly withdrawn from the Plan (200,908) (13,766) (3,275) (48,586) (178,594)
Net transfer (to) from other funds (2,711,957) 2,034,891 378,831 3,570,805 11,493,872
Transfers (out) in 188,345 (52,270) (49,915) (100,183)
Administrative expenses (1) (30)
----------- ----------- ---------- ----------- ------------
Net (decrease) increase (2,561,456) 2,256,253 375,719 3,741,668 11,977,039
----------- ----------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $2,256,253 $375,719 $3,741,668 $11,977,039
=========== =========== ========== =========== ============
--------------
Money M.A. Hanna
Market Company
Fund Stock Fund Loans Total
----------- ----------- --------- ------------
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF JANUARY 1, 1993 $0 $2,371,955 $152,928 $22,295,617
Investment Income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 492,538 2,408,851
Interest 13,743 50,546
Dividends 41,885 858,573
----------- ----------- --------- -------------
41,885 492,538 13,743 3,317,970
Contributions:
Employer 38,089 328,887 730,885
Employees 53,538 103,074 861,205
----------- ----------- -------------
91,627 431,961 1,592,090
Distribution to employees partially and
wholly withdrawn from the Plan (138,619) (74,535) (11,772) (980,344)
Net transfer (to) from other funds 3,951,323 640,429 95,991 0
Transfers (out) in (10,291) 892,552
Administrative expenses (11) (2,584) (2,646)
----------- ----------- --------- ------------
Net (decrease) increase 3,946,205 1,477,518 97,962 4,819,622
----------- ----------- --------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $3,946,205 $3,849,473 $250,890 $27,115,239
=========== =========== ========= =============
</TABLE>
<PAGE>
M.A. Hanna Company Capital Accumulation Plan and Trust
Notes to Financial Statements
December 31, 1993 and 1992
A. Significant Accounting Policies
The accounting records of the Capital Accumulation Plan and Trust
(the Plan) are maintained on the accrual basis.
The change in the difference between fair value and cost of
investments is reflected in the statement of changes in net assets
available for plan benefits as unrealized appreciation
(depreciation).
The Wells Fargo Collective Investment Funds ("the Funds") invest
in units of Wells Fargo Institutional Trust Company ("WFITC")
Collective Trust Funds for Employee Benefit Trusts ("the Master
Funds") which have similar investment objectives to the Funds.
The Funds also invest in the Money Market Fund as a short-term
investment vehicle.
Effective July 2, 1993, certain Wells Fargo Collective
Investment Funds were converted to the Stagecoach Inc. mutual
funds of Wells Fargo ("the Funds").
Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and
Investment Manager of the Funds. WFITC is the Trustee and
Investment Manager of the Master Funds and receives
investment advice from Wells Fargo Nikko Investment
Advisors.
The following is a summary of significant accounting
policies consistently followed by Wells Fargo:
Fund Valuation
Valuation of the Funds' units occurs daily. Unit values are
determined by dividing the value of each Fund's net assets by
the number of units outstanding on the valuation date.
Units of the Master Funds are valued on the basis of the unit
value established by WFITC for each fund at each valuation
date.
<PAGE>
The Bond Index Fund invests in units of the WFITC
Government/Corporate Bond Index Fund ("Bond Master Fund").
The Bond Master Fund's units are valued approximately
once every five business days ("Master Fund Valuation
Date"). Daily valuations of the Bond Master Fund are
calculated by adjusting its unit value on the most recent
Master Fund Valuation Date for subsequent changes in
the Lehman Brothers Government/Corporate Bond Index.
Valuation of Investments
Securities traded on securities exchanges are valued at the
last reported sales price on the valuation date, or in the
absence of any sales, at the last reported bid price on the
valuation date. Securities traded over-the- counter are valued
at the final bid price on the valuation date. Securities
not traded are valued on the basis of quotations from pricing
services or securities dealers.
U.S. Treasury obligations are valued daily at the mean of bid
and ask prices.
Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date.
Dividend income is recognized on the ex-dividend date, and
interest income is recognized on the accrual basis. The cost
of investments sold is computed on an average cost basis.
B. Description of the Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan and is offered to
salaried associates of M.A. Hanna Company and certain
associated companies who have completed six months of
continuing service.
<PAGE>
The purpose of this Plan is to provide these employees with an
opportunity to accumulate savings for their retirement while at
the same time providing withdrawal features due to early
termination or retirement. The terms of the Plan permit
eligible associates to contribute after-tax dollars from 1% to
14% each month through payroll deductions and provide for matching
contributions (up to 7-1/2% of their salary) by their respective
employer. 50% of the employer matching contribution is
automatically invested in the M.A. Hanna Stock Fund. The
remaining 50% is allocated in accordance with the participant's
election .
Participants are fully vested in their account balance at all
times.
Employer contributions become vested at the end of the
calendar year in which the contributions are made provided the
participant is employed on the last day of the calendar year.
Nonvested contributions forfeited by terminated employees serve
to reduce contributions made by the respective participating
companies.
A separate account is maintained for each participating
employee which shows that participant's interest in each of the
funds. Subject to certain limitations, an employee can make a
voluntary withdrawal from the account at any time.
Upon termination of service, a participant may elect to receive
either a lump-sum equal to the value of his or her account, or
periodic installments over a period not to exceed the life
expectancy of the participant and his or her spouse.
The Company reserves the right to terminate or modify the Plan.
In the event of a complete termination of the Plan, all
participant accounts become 100% vested and the net assets of
the Plan are to be set aside for distribution to Plan participants
in a manner elected by each and as permitted under the
provisions of the Plan. The Plan administrator has received
notice that the Plan is not covered by the Pension Benefit
Guaranty Corporation.
C. Transactions with Parties-in-Interest
All expenses of administering the Plan are ratably shared by M.A.
Hanna Company and the other participating companies. Investment
management fees are paid by participants in that management fees
reduce the investment return reported and credited to
participants.
<PAGE>
D. Investments
The individual investments that reresent 5% or more of the fair value of
net assets available for plan benefits at December 31, 1993 and 1992 are:
1993 1992
M.A. Hanna Company Stock Fund $3,837,180 $2,359,832
Wells Fargo Mutual Funds:
Asset Allocation Fund 2,246,406
S&P 500 Stock Fund 3,738,710
U.S. Treasury Allocation Fund 11,974,740
Money Market Fund 3,944,635
Wells Fargo Collective Investment Funds:
S&P 500 Stock Fund 3,421,826
U.S. Treasury Allocation Fund 12,064,671
Money Market Fund 2,553,931
E. Income Tax Status
The Internal Revenue Service (the IRS) has ruled that the Plan
qualifies under Section 401(a) of the Internal Revenue Code and
that the Trust is exempt under Section 501(a) of the Internal
Revenue Code and is, therefore, not subject to tax under present
income tax laws. Continued qualification of the Plan depends
upon timely adoption and operational application of certain
amendments required as a result of the Tax Reform Act of 1986
(the Act). In the Company's opinion, the Plan is operating in
compliance with the applicable provisions of the Act. A
determination has been requested from the IRS as to the
qualification of the Plan, with respect to amendments required as
a result of the Act. The Company is not aware of any course of
action or series of events that have occurred that might adversely
affect the Plan's qualified status.
<PAGE>
M.A. Hanna Company Capital Accumulation Plan and Trust
Schedule 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor Description of Current
or Similar Party Investment Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
Cash $123 $123
M.A. Hanna Company Stock Fund 227,996 units 3,059,603 3,837,180
Wells Fargo Mutual Funds:
Asset Allocation Fund 218,735 units 2,208,451 2,246,406
Bond Index Fund 37,679 units 376,856 374,530
S&P 500 Stock Fund 385,114 units 3,618,787 3,738,710
U.S. Treasury Allocation Fund 1,205,915 units 12,070,272 11,974,740
Money Market Fund 3,944,635 units 3,944,635 3,944,635
------------ ------------
22,219,001 22,279,021
Wells Fargo Collective Investment Funds:
Tilts & Timing Fund 52,487 units 651,397 716,975
Participant Loans Various personal loans
ranging from 6.1 to 7.5%
with terms of 1 - 5 years 250,890 250,890
------------ ------------
$26,181,014 $27,084,189
============ ============
</TABLE>
<PAGE>
M.A. Hanna Company Capital Accumulation Plan and Trust
Schedule 27(d) - Schedule of Reportable Transactions
December 31, 1993
Series Of Transactions
<TABLE>
<CAPTION>
Purchases Sales
------------------------- --------------------------
Identity of Party Involved Description Number Amount Number Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 77 $2,225,834 67 $932,100
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 46 917,809 25 1,942,408
Wells Fargo Bank, N.A. S&P 500 Stock Fund 47 501,163 19 3,700,557
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 29 831,180 38 12,108,398
Wells Fargo Bank, N.A. Money Market Fund 34 1,174,363 26 3,765,072
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 38 2,768,015 28 559,564
Wells Fargo Bank, N.A. S&P 500 Stock Fund 34 5,024,282 25 1,405,495
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 32 14,044,232 37 1,973,960
Wells Fargo Bank, N.A. Money Market Fund 34 5,241,831 33 1,332,295
Single Transactions
Identity of Party Involved Description Date Amount Date Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $1,800,563
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 3,571,334
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 11,098,243
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,752,259
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 $1,991,438
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,753,247
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 3,910,831
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 13,164,018
Series of Transactions
-------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund $1,241,024 $308,924
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 2,138,113 195,705
Wells Fargo Bank, N.A. S&P 500 Stock Fund 4,049,821 349,264
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 14,299,250 2,190,852
Wells Fargo Bank, N.A. Money Market Fund 3,765,072 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 574,261 14,697
Wells Fargo Bank, N.A. S&P 500 Stock Fund 1,453,177 47,682
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 2,028,430 54,470
Wells Fargo Bank, N.A. Money Market Fund 1,332,295 0
Single Transactions
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $1,984,325 $183,762
Wells Fargo Bank, N.A. S&P 500 Stock Fund 3,909,125 337,791
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 13,163,673 2,065,430
Wells Fargo Bank, N.A. Money Market Fund 2,752,259 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund
Wells Fargo Bank, N.A. Money Market Fund
Wells Fargo Bank, N.A. S&P 500 Stock Fund
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund
</TABLE>
Polymer Group
Retirement Savings Plan
Audited Financial Statements
and Other Financial Information
Years ended December 31, 1993 and 1992
<PAGE>
Report of Independent Auditors
Polymer Group Retirement Savings Plan
We have audited the accompanying statements of assets available for
plan benefits of the Polymer Group Retirement Savings Plan (formerly
the Capital Accumulation and Savings Plan for Salaried Employees of Day
International Corporation) as of December 31, 1993 and 1992, and the
related statements of changes in assets available for plan benefits for
the years 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 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 assets available for plan benefits
of the Plan at December 31, 1993 and 1992, and the changes in its assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment as of December 31, 1993, and transactions or
series of transactions in excess of 5% of the current value of plan
assets for the year then ended 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 supplemental schedules 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.
/s/ Ernst & Young
May 13, 1994
<PAGE>
Polymer Group Retirement Savings Plan
Statement of Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
U.S.
Asset Bond S&P 500 Treasury Tilts & Money M.A. Hanna
Allocation Index Stock Allocation Timing Market Stock
Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $6,332,684 $1,364,416 $6,257,440 $10,548,377 $2,075,350 $7,584,959 $13,418,370
Interest receivable 18,345
Employer contribution receivable 433,107 104,106 313,530 86,339 174,568 212,538 $1,653,257
Employee contribution receivable 795 170 477 254 282 463 265
Loans to participants 1,856,547
------------ ------------ ------------ ------------ ------------ ------------ ------------
Assets available for plan benefits $6,766,586 $1,468,692 $6,571,447 $10,634,970 $2,250,200 $9,672,852 $15,071,892
============ ============ ============ ============ ============ ============ ============
See accompanying notes.
Total
------------
<S> <C>
Assets
Investments at fair value $47,581,596
Interest receivable 18,345
Employer contribution receivable 2,977,445
Employee contribution receivable 2,706
Loans to participants 1,856,547
------------
Assets available for plan benefits $52,436,639
============
</TABLE>
<PAGE>
Polymer Group Retirement Savings Plan
Statement of Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
U.S.
Asset Bond S&P 500 Treasury Tilts & Money
Allocation Index Stock Allocation Timing Market
Fund Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $4,297,253 $1,201,869 $5,076,031 $8,682,951 $1,539,514 $8,514,084
Employer contribution receivable 437,450 104,988 297,466 192,478 157,482 332,679
Employee contribution receivable 20,693 3,359 11,061 8,856 6,103 8,930
Loans to participants 1,210,428
------------ ------------ ------------ ------------ ------------ ------------
Assets available for plan benefits $4,755,396 $1,310,216 $5,384,558 $8,884,285 $1,703,099 $10,066,121
============ ============ ============ ============ ============ ============
See accompanying notes.
M.A. Hanna
Stock
Fund Total
------------ ------------
<S> <C> <C>
Assets
Investments at fair value $9,715,744 $39,027,446
Employer contribution receivable $1,604,721 3,127,264
Employee contribution receivable 8,987 67,989
Loans to participants 1,210,428
------------ ------------
Assets available for plan benefits $11,329,452 $43,433,127
============ ============
</TABLE>
<PAGE>
Polymer Group Retirement Savings Plan
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1993
<TABLE>
<CAPTION>
U.S.
Asset Bond S&P 500 Treasury Tilts & Money
Allocation Index Stock Allocation Timing Market
Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest $0 $0 $0 $0 $0 $149,028
Dividends 163,833 40,158 75,515 589,596 0 99,988
Contributions:
Day International Corporation 199,687 48,773 142,494 93,955 145,350 100,609
Employees of Day International Corporation 356,159 86,967 254,060 167,456 252,844 179,507
Transfers between accounts 5,776 (3,724) 1,094 (5,119) (1,003) (15,877)
------------ ------------ ------------ ------------ ------------ ------------
725,455 172,174 473,163 845,888 397,191 513,255
Deductions
Benefit payments and withdrawals 49,594 20,736 45,864 213,198 28,783 268,691
Administrative expenses 1,328 355 1,250 843 658 1,637
------------ ------------ ------------ ------------ ------------ ------------
50,922 21,091 47,114 214,041 29,441 270,328
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 160,974 (6,872) 257,200 (82,877) 194,391 0
------------ ------------ ------------ ------------ ------------ ------------
Net additions(deductions) 835,507 144,211 683,249 548,970 562,141 242,927
Assets available for plan benefits
at beginning of year 0 0 0 0 1,703,099 0
Transfers from previously held funds 5,931,079 1,324,481 5,888,198 10,086,000 (15,040) 9,429,925
------------ ------------ ------------ ------------ ------------ ------------
Assets available for plan benefits
at end of year $6,766,586 $1,468,692 $6,571,447 $10,634,970 $2,250,200 $9,672,852
============ ============ ============ ============ ============ ============
See accompanying notes.
U.S.
M.A. Hanna Asset Bond Treasury
Stock Allocation Index S&P 500 Allocation
Fund Fund Fund Stock Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest $0 $0 $0 $0 $0
Dividends 0 0 0 0 0
Contributions:
Day International Corporation 1,709,425 228,114 51,416 160,375 130,126
Employees of Day International Corporation 526,280 385,262 88,142 274,343 222,717
Transfers between accounts 40,306 3,284 (4,228) (2,666) (6,102)
------------ ------------ ------------ ------------ ------------
2,276,011 616,660 135,330 432,052 346,741
Deductions
Benefit payments and withdrawals 480,308 361,462 8,938 45,416 328,202
Administrative expenses 2,396 874 232 879 570
------------ ------------ ------------ ------------ ------------
482,704 362,336 9,170 46,295 328,772
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 1,753,905 448,870 98,536 195,203 1,056,078
------------ ------------ ------------ ------------ ------------
Net additions(deductions) 3,547,212 703,194 224,696 580,960 1,074,047
Assets available for plan benefits
at beginning of year 11,329,452 4,755,396 1,310,216 5,384,558 8,884,285
Transfers from previously held funds 195,228 (5,458,590) (1,534,912) (5,965,518) (9,958,332)
------------ ------------ ------------ ------------ ------------
Assets available for plan benefits
at end of year $15,071,892 $0 $0 $0 $0
============ ============ ============ ============ ============
Money
Market
Fund Total
------------ ------------
<S> <C> <C>
Additions
Investment income:
Interest $114,361 $263,389
Dividends 0 969,090
Contributions:
Day International Corporation 109,565 3,119,889
Employees of Day International Corporation 186,052 2,979,789
Transfers between accounts (11,741) 0
------------ ------------
398,237 7,332,157
Deductions
Benefit payments and withdrawals 540,410 2,391,602
Administrative expenses 1,429 12,451
------------ ------------
541,839 2,404,053
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 0 4,075,408
------------ ------------
Net additions(deductions) (143,602) 9,003,512
Assets available for plan benefits
at beginning of year 10,066,121 43,433,127
Transfers from previously held funds (9,922,519) 0
------------ ------------
Assets available for plan benefits
at end of year $0 $52,436,639
============ ============
</TABLE>
<PAGE>
Polymer Group Retirement Savings Plan
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1992
<TABLE>
<CAPTION>
U.S.
Asset Bond Treasury Tilts & Money
Allocation Index S&P 500 Allocation Timing Market
Fund Fund Stock Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest $0 $0 $0 $0 $0 $437,152
Contributions:
Day International Corporation 439,685 104,988 301,269 234,334 158,522 333,859
Employees of Day International Corporation 705,716 169,785 489,587 299,610 248,784 404,222
Transfers between accounts 3,463,145 1,017,986 (1,601,587) 2,271,996 1,262,450 (964,918)
------------ ------------ ------------ ------------ ------------ ------------
4,608,546 1,292,759 (810,731) 2,805,940 1,669,756 210,315
Deductions
Benefit payments and withdrawals 65,945 33,016 419,129 946,335 34,350 1,376,313
Administrative expenses 152 47 225 111 40 2,255
------------ ------------ ------------ ------------ ------------ ------------
66,097 33,063 419,354 946,446 34,390 1,378,568
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 212,947 50,520 386,358 507,740 67,733 0
------------ ------------ ------------ ------------ ------------ ------------
Net additions(deductions) 4,755,396 1,310,216 (843,727) 2,367,234 1,703,099 (1,168,253)
Assets available for plan benefits
at beginning of year 0 0 0 0 0 0
Transfers from previously held funds 0 0 6,228,285 6,517,051 0 11,234,374
------------ ------------ ------------ ------------ ------------ ------------
Assets available for plan benefits
at end of year $4,755,396 $1,310,216 $5,384,558 $8,884,285 $1,703,099 $10,066,121
============ ============ ============ ============ ============ ============
See accompanying notes.
M.A. Hanna Guaranteed
Stock Interest
Fund Fund Total
------------ ------------ ------------
<S> <C> <C> <C>
Additions
Investment income:
Interest $0 $107,736 $544,888
Contributions:
Day International Corporation 1,607,557 0 3,180,214
Employees of Day International Corporation 482,623 0 2,800,327
Transfers between accounts 1,928,405 (7,377,477) 0
------------ ------------ ------------
4,018,585 (7,269,741) 6,525,429
Deductions
Benefit payments and withdrawals 650,807 0 3,525,895
Administrative expenses 259 0 3,089
------------ ------------ ------------
651,066 0 3,528,984
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 2,510,903 0 3,736,201
------------ ------------ ------------
Net additions(deductions) 5,878,422 (7,269,741) 6,732,646
Assets available for plan benefits
at beginning of year 0 0 0
Transfers from previously held funds 5,451,030 7,269,741 36,700,481
------------ ------------ ------------
Assets available for plan benefits
at end of year $11,329,452 $0 $43,433,127
============ ============ ============
</TABLE>
<PAGE>
Polymer Group
Retirement Savings Plan
Notes to Financial Statements
December 31, 1993
1. Plan Information
Plan Sponsor
Cadillac Plastic Group, Inc., formerly called Day
International Corporation (the Company), a subsidiary of the
M. A. Hanna Company, is the legal sponsor of the Plan.
Plan Restatement
Effective January 1, 1992, the Capital Accumulation and
Savings Plan for Salaried Employees of Day International
Corporation was amended and restated to become the Polymer
Group Retirement Savings Plan (the Plan). A successor trustee
was also appointed.
As of January 1, 1992, the Plan provides for employee
contributions to be invested in seven separate daily-valued
Wells Fargo Investment Funds for Retirement Plans. The seven
funds are: the Asset Allocation Wellsfunds, the Bond Index
Wellsfunds, the U.S. Treasury Allocation Wellsfunds, the S&P
500 Stock Wellsfunds, the M.A. Hanna Stock Wellsfunds, the
Money Market Wellsfunds, and the Tilts & Timing Wellsfunds.
The allocation of each participant's contribution and the
employer's discretionary contribution is made to these funds
as directed by the participant. In 1993 and 1992, the
Company's matching contribution is invested in the M. A. Hanna
stock fund. As of January 1, 1994 and every two years
thereafter, participants shall be provided with at least a
two-week window in which they can direct the Company's
matching contribution. The qualified nonelective contribution
made in 1993 and 1992 is invested according to the
participant's investment election on the date of contribution.
<PAGE>
2. Significant Accounting Policies
Basis of Accounting
The accounting records of the Plan are maintained on an
accrual basis in conformity with generally accepted accounting
principles.
Valuation of Investments
Investments are carried at current value as determined by the
valuation at market of net assets applicable to outstanding
units of the Wells Fargo Investment Funds for Retirement
Plans.
3. Description of the Plan
The Plan is a defined contribution plan which covers
substantially all salaried employees of the Company and
certain related companies. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
The Company's annual contribution to the Plan is comprised of
two elements, a discretionary contribution and a matching
contribution.
The Company's discretionary contribution is computed as the
sum of the participants' compensation for the accounting year
ending on the December 31 valuation date multiplied by a
predetermined percentage (3.5% for the accounting years ended
December 31, 1993 and 1992). Contributions to participants'
accounts are subject to certain limitations as defined by the
Plan.
The Company's matching contribution is computed as the sum of
the matchable contributions (contributions not exceeding 6% of
the participant's current compensation) made by the
participants to the Plan during the year multiplied by a
predetermined percentage which is based on the fully diluted
earnings per share of the M. A. Hanna Company. Participants
are not required to make contributions to the Plan. They may,
however, voluntarily contribute to their own account an amount
not exceeding 11% of their compensation received while a
participant during the year.
<PAGE>
Under the provisions of the plan agreement, the Company is
also permitted to make a qualified nonelective contribution.
This contribution is made in amounts necessary to keep the
Plan from violating certain Internal Revenue Code
nondiscriminatory regulations. When made, these contributions
are allocated to non-highly-compensated participants as
designated by the Company and are immediately 100% vested. The
Plan has met the minimum funding requirements of ERISA.
Participants are immediately vested in the employee
contributions and the Company's matching contributions made to
the Plan. Each participant's account is also credited with an
allocation of (a) the Company's contributions and (b) plan
earnings. Allocations are based on participant earnings,
account balances, and employee contributions as defined by the
Plan. Participants are vested in this portion of their account
based on their years of service. A participant is 100% vested
after five years of credited service. Upon termination of
service, a participant may receive either a lump-sum amount
equal to the value of his or her account or monthly payments
over a period of time as defined by the plan agreement.
Forfeitures of terminated participants' nonvested accounts are
used to offset future Company contributions.
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
All expenses of the Plan, except investment management fees
and loan fees, are paid by the Company. Information about the
plan agreement, including the vesting and benefit provisions,
is available from the Plan's Committee for Employee Benefits
Administration.
<PAGE>
4. Investments
The following table presents individual investments that
represented 5% or more of the fair value of net assets
available for plan benefits for the year ended December 31:
1993 1992
Asset Allocation Fund $ - $4,297,253
S&P 500 Stock Fund - 5,076,031
U.S. Treasury Allocation Fund - 8,682,951
Money Market Fund - 8,514,084
Asset Allocation Wellsfunds 6,332,684 -
S&P 500 Stock Wellsfunds 6,257,440 -
U.S. Treasury Allocation Wellsfunds 10,548,377 -
Money Market Wellsfunds 7,584,959 -
M.A. Hanna Stock Fund 13,418,370 9,715,744
5. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and
is, therefore, not subject to tax under present income tax
law. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification.
Subsequent to qualification under Section 401(a), the Plan has
been amended to comply with changes required by the Tax Reform
Act of 1986 and has filed for approval of plan changes to
maintain its qualification. The Committee for Employee
Benefits Administration of the Company is not aware of any
course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
6. Transactions with Parties-In-Interest
The Plan had substantially all of the M. A. Hanna stock fund
assets at December 31, 1993 and 1992 invested in the common
stock of the M. A. Hanna Company. Under the provisions of the
plan agreement, the Company may direct the trustee to acquire
and hold M.A. Hanna Company stock in an amount equal to up to
100% of the sum of all Participants' Matching Accounts.
<PAGE>
Polymer Group Retirement Savings Plan
Schedule of Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description of Current
Investment Units Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
Asset Allocation Wellsfunds 616,619.628 $6,187,117 $6,332,684
Bond Index Wellsfunds 137,265.209 1,373,788 1,364,416
S&P 500 Stock Wellsfunds 599,371.652 6,006,904 6,257,440
U.S. Treasury Allocation Wellsfunds 1,602,273.573 10,646,830 10,548,377
Tilts & Timing Fund 151,928.989 1846612 2075350
Money Market Wellsfunds 7,584,958.980 7,584,959 7,584,959
M.A. Hanna Stock Fund 797,288.787 10,950,931 13,418,370
------------ ------------
$44,597,141 $47,581,596
============ ============
</TABLE>
Polymer Group Retirement Savings Plan
Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
Year Ended December 31, 1993
<TABLE>
<CAPTION>
Number of Purchase Number of
Identity of Party Involved Description of Assets Purchases Price Sales
- - -------------------------------------------------- ----------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Category (i) - A Single Transaction in Excess of
5% of Plan Assets
Asset Allocation Fund Participating Units 1
S&P 500 Stock Fund Participating Units 1
U.S. Treasury Allocation Fund Participating Units 1
Money Market Fund Participating Units 1
Asset Allocation Wellsfunds Participating Units 1 $5,817,919
Money Market Wellsfunds Participating Units 1 7,459,879
S&P 500 Stock Wellsfunds Participating Units 1 5,869,364
U.S. Treasury Allocation Wellsfunds Participating Units 1 10,032,187
Category (iii) - A Series of Transaction in Excess
of 5% of Plan Assets
Asset Allocation Fund Participating Units 31
S&P 500 Stock Fund Participating Units 44
U.S. Treasury Allocation Fund Participating Units 62
Money Market Fund Participating Units 79
Asset Allocation Wellsfunds Participating Units 73 6,518,902
Money Market Wellsfunds Participating Units 61 8,031,258
S&P 500 Stock Wellsfunds Participating Units 73 6,270,614
U.S. Treasury Allocation Wellsfunds Participating Units 63 11,081,239
M.A. Hanna Funds:
M.A. Hanna Stock Fund Participating Units 129 3,225,249
There were no reportable Category (ii) or (iv) transactions for the year.
Historical Selling Net Gain
Identity of Party Involved Description of Assets Cost Price (Loss)
- - -------------------------------------------------- ----------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Category (i) - A Single Transaction in Excess
of 5% of Plan Assets
Asset Allocation Fund Participating Units $5,219,876 $5,816,581 $596,705
S&P 500 Stock Fund Participating Units 5,423,419 5,868,788 445,369
U.S. Treasury Allocation Fund Participating Units 8,563,755 10,031,753 1,467,998
Money Market Fund Participating Units 7,459,029 7,459,029 0
Asset Allocation Wellsfunds Participating Units
Money Market Wellsfunds Participating Units
S&P 500 Stock Wellsfunds Participating Units
U.S. Treasury Allocation Wellsfunds Participating Units
Category (iii) - A Series of Transaction in Excess
of 5% of Plan Assets
Asset Allocation Fund Participating Units 5,567,292 6,199,018 631,726
S&P 500 Stock Fund Participating Units 5,756,561 6,228,930 472,369
U.S. Treasury Allocation Fund Participating Units 8,926,801 10,437,805 1,511,004
Money Market Fund Participating Units 9,035,690 9,035,690 0
Asset Allocation Wellsfunds Participating Units
Money Market Wellsfunds Participating Units
S&P 500 Stock Wellsfunds Participating Units
U.S. Treasury Allocation Wellsfunds Participating Units
M.A. Hanna Funds:
M.A. Hanna Stock Fund Participating Units
</TABLE>
Audited Financial Statements
Allied Color Industries, Inc.
Savings and Retirement Plan
for Associates of the Vonore, TN,
Kansas City, MO, San Fernando,
CA, and Vancouver, WA
Operations and Trust
(formerly the Avecor, Inc.
Savings and Retirement Plan
and Trust)
December 31, 1993 and 1992
<PAGE>
Report ofIndependent Auditors
Committee for Employee Benefits Administration
Allied Color Industries, Inc. Savings and Retirement Plan for
Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA,
and Vancouver, WA, Operations and Trust (formerly the Avecor, Inc.
Savings and Retirement Plan and Trust)
We have audited the accompanying statements of net assets available for
plan benefits of the Allied Color Industries, Inc. Savings and Retirement
Plan for Associates of the Vonore, TN, Kansas City, MO, San
Fernando, CA, and Vancouver, WA, Operations and Trust (formerly the
Avecor, Inc. Savings and Retirement Plan and Trust) as of December
31, 1993 and 1992, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1993. 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 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 plan benefits of the
Plan at December 31, 1993 and 1992, and the changes in its net assets
available for plan benefits for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment as of December 31, 1993, and
transactions or series of transactions in excess of five percent of the
current value of plan assets for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1993 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
1993 basic financial statements taken as a whole.
/s/ Ernst & Young
June 24, 1994
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for Associates
of the Vonore,TN, Kansas City, MO, San Fernando, CA,
and Vancouver, WA Operations and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Growth Treasury Money M.A. Hanna
Allocation Stock S&P 500 Allocation Market Company
Fund Fund Stock Fund Fund Fund Stock Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $113,887 $40,869 $145,032 $49,729 $32,789 $13,802
Employer's contribution receivable 4,653 881 5,630 1,746 1,240 14,265
Employee's contribution receivable 2,065 150 2,434 725 583
Participant loans
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $120,605 $41,900 $153,096 $52,200 $34,612 $28,067
============ ============ ============ ============ ============ ============
See notes to financial statements.
Loans Total
------------ ------------
<S> <C> <C>
Assets
Investments at fair value $396,108
Employer's contribution receivable 28,415
Employee's contribution receivable 5,957
Participant loans $16,146 16,146
------------ ------------
Net assets available for plan benefits $16,146 $446,626
============ ============
</TABLE>
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for Associates
of the Vonore,TN, Kansas City, MO, San Fernando,CA,
and Vancouver,WA Operations and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money M.A. Hanna
Allocation Stock S&P 500 Allocation Market Company
Fund Fund Stock Fund Fund Fund Stock Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $59,596 $16,429 $75,263 $29,107 $13,287
Employers' contribution receivable 4,592 713 5,598 2,121 1,212 $14,236
Employees' contribution receivable 597 351 888 515 249
Participant loans
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $64,785 $17,493 $81,749 $31,743 $14,748 $14,236
============ ============ ============ ============ ============ ============
See notes to financial statements.
Loans Total
------------ ------------
<S> <C> <C>
Assets
Investments at fair value $193,682
Employers' contribution receivable 28,472
Employees' contribution receivable 2,600
Participant loans $2,676 2,676
------------ ------------
Net assets available for plan benefits $2,676 $227,430
============ ============
</TABLE>
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for Associates
of the Vonore,TN, Kansas City, MO, San Fernando, CA,
and Vancouver,WA Operations and Trust
Statement of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money
Sweep Allocation Stock S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $64,785 $17,493 $81,749 $31,743 $14,748
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 6,284 337 3,103 3,837
Interest 4 294
Dividends
------------ ------------ ------------ ------------ ------------ ------------
4 6,284 337 3,103 3,837 294
Contributions:
Employer
Employee 26,460 9,115 34,467 11,572 8,497
------------ ------------ ------------ ------------ ------------
26,460 9,115 34,467 11,572 8,497
Distributions to employees partially and
wholly withdrawn from the Plan (12,524) (136) (9,816) (4,212) (1,658)
Net transfers from (to) other funds (4) (84,971) (26,797) (109,393) (42,925) (21,845)
Administrative expenses (34) (12) (110) (15) (36)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 0 (64,785) (17,493) (81,749) (31,743) (14,748)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $0 $0 $0 $0 $0 $0
============ ============ ============ ============ ============ ============
See notes to financial statements.
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Growth Treasury Money M.A. Hanna
Allocation Stock S&P 500 Allocation Market Company
Fund Fund Stock Fund Fund Fund Stock Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $0 $0 $0 $0 $14,236
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 2,149 3,177 5,207 (815) 1,793
Interest
Dividends 2,787 1,189 1,676 2,602 418
------------ ------------ ------------ ------------ ------------ ------------
4,936 4,366 6,883 1,787 418 1,793
Contributions:
Employer 4,653 881 5,630 1,746 1,240 14,265
Employee 37,047 5,910 40,646 12,563 14,704
------------ ------------ ------------ ------------ ------------ ------------
41,700 6,791 46,276 14,309 15,944 14,265
Distributions to employees partially and
wholly withdrawn from the Plan (2,236) (5,013) (2,346) (2,574) (2,230)
Net transfers from (to) other funds 76,269 30,767 105,170 38,464 20,863 3
Administrative expenses (64) (24) (220) (14) (39)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 120,605 41,900 153,096 52,200 34,612 13,831
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $120,605 $41,900 $153,096 $52,200 $34,612 $28,067
============ ============ ============ ============ ============ ============
Loans Total
------------ ------------
<S> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $2,676 $227,430
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 25,072
Interest 669 967
Dividends 8,672
------------ ------------
669 34,711
Contributions:
Employer 28,415
Employee 200,981
------------
229,396
Distributions to employees partially and
wholly withdrawn from the Plan (1,598) (44,343)
Net transfers from (to) other funds 14,399 0
Administrative expenses (568)
------------ ------------
Net increase (decrease) 13,470 219,196
------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $16,146 $446,626
============ ============
</TABLE>
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for
Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA
and Vancouver, WA, Operations and Trust
December 31, 1993 and 1992
Notes to Financial Statements
A. Significant Accounting Policies
The accounting records of the Allied Color Industries, Inc. Savings and
Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San
Fernando, CA, and Vancouver, WA, Operations and Trust (the Plan) are
maintained on the accrual basis.
The change in the difference between fair value and cost of investments is
reflected in the statement of changes in net assets available for plan
benefits as unrealized appreciation (depreciation).
The Wells Fargo Collective Investment Funds ("the Funds") invest in units
of Wells Fargo Institutional Trust Company ("WFITC") Collective Trust Funds
for Employee Benefit Trusts ("the Master Funds") which have similar
investment objectives to the Funds. The Funds also invest in the Money Market
Fund as a short-term investment vehicle.
Effective July 2, 1993 The Wells Fargo Collective Investment Funds were
converted to the Stagecoach Inc. Mutual Funds of Wells Fargo ("the Funds").
Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and Investment
Manager of the Funds. WFITC is the Trustee and Investment Manager of the
Master Funds and receives investment advice from Wells Fargo Nikko
Investment Advisors.
The following is a summary of significant accounting policies
consistently followed by Wells Fargo:
Fund Valuation
Valuation of the Funds' units occurs daily. Unit values are determined by
dividing the fair market value of each Fund's net assets by the number of
units outstanding on the valuation date.
Units of the Master Funds are valued on the basis of the unit value
established by WFITC for each fund at each valuation date.
<PAGE>
Valuation of Investments
Securities traded on exchanges are valued at the last reported sales price
on the valuation date, or in the absence of any sales, at the last reported
bid price on the valuation date. Securities traded over-the-counter are
valued at the final bid price on the valuation date. Securities not traded
are valued on the basis of quotations from pricing services or securities
dealers.
U.S. Treasury obligations are valued daily at the mean of bid and ask
prices.
Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date. Dividend
income is recognized on the ex-dividend date, and interest income is
recognized on the accrual basis. The cost of investments sold is
computed on an average cost basis.
B. Description of the Plan
The Plan is a defined contribution plan which covers substantially all
employees of the Vonore, TN, Kansas City, MO, San Fernando, CA, and
Vancouver, WA operations of Avecor, Incorporated (Allied Color
Industries, Inc. effective January 1, 1994) (the Company),
effective February 1, 1992. Each participant may elect to voluntarily
contribute up to 15% of his aggregate compensation subject to certain annual
limits. Employer contributions will total 25% of each participant's
before-tax contributions except that no match is made on contributions in
excess of 4% of the participant's aggregate compensation. Contributions may
be allocated by participants among investment options selected by the
plan administrator. One-half of the employer match is automatically
directed to the M.A. Hanna Company Stock Fund. Employer contributions
are made annually.
<PAGE>
Participants are fully vested in their accounts at all times. Employer
contributions become vested at the end of the calendar year in which the
contributions are made, provided the participant is employed on the last day
of the calendar year.
The Company has reserved the right under the Plan to discontinue
contributions at any time and terminate the Plan. In the event of a
complete termination of the Plan, all participant accounts shall become 100%
vested and the net assets of the Plan are to be set aside for distribution
to all Plan participants. The Plan administrator has received notice
that the Plan is not covered by the Pension Benefit Guaranty Corporation.
Details of the Plan agreement, including vesting and benefit provisions, is
contained in the Allied Color Industries, Inc. Savings and Retirement Plan.
Copies of this agreement are available from the Committee for Employee
Benefits Administration.
C. Investments
The individual investments that represent 5% or more of the fair value of
net assets available for plan benefits at December 31, 1993 and 1992 are:
1993 1992
Bank Common Trust Funds:
Wells Fargo Mutual Funds:
Asset Allocation Fund $113,887
Growth Stock Fund 40,869
S&P 500 Stock Fund 145,032
U.S. Treasury Allocation Fund 49,729
Money Market Fund 32,789
Wells Fargo Collective
Investment Funds:
Three Way Asset Allocation Fund $59,596
Growth Stock Fund 16,429
S&P 500 Stock Fund 75,263
U.S. Treasury Allocation Fund 29,107
Money Market Fund 13,287
<PAGE>
D. Transactions with Parties-in-Interest
All expenses of administering the plan are paid by the Company.
Investment management fees are paid by participants in that
management fees reduce the investment return reported and credited to
participants.
E. Income Tax Status
The Plan has not received a favorable determination letter from the
Internal Revenue Service as to the tax qualified status of the Plan; such a
letter has been requested. The Plan administrator believes that the Plan is
in operational compliance with the Internal Revenue Code and, therefore,
will remain qualified and exempt from income taxes.
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for Associates
of the Vonore,TN, Kansas City, MO, San Fernando, CA,
and Vancouver,WA Operations and Trust
Schedule 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor Description of Current
or Similar Party Investment Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
M.A. Hanna Stock Fund 820 units $12,037 $13,802
Wells Fargo Mutual Funds:
Asset Allocation Fund 11,089 units 112,007 113,887
Growth Stock Fund 3,712 units 37,725 40,869
S&P 500 Stock Fund 13,892 units 140,178 145,032
U.S. Treasury Allocation Fund 5,008 units 50,579 49,729
Money Market Fund 32,789 units 32,789 32,789
------------ ------------
373,278 382,306
Participant Loans Various personal loans
at 7% interest with
terms of 1 to 5 years 16,146 16,146
------------ ------------
$401,461 $412,254
============ ============
</TABLE>
<PAGE>
Allied Color Industries, Inc. Savings and Retirement Plan for Associates
of the Vonore,TN, Kansas City, MO, San Fernando, CA
and Vancouver, WA Operations and Trust
Schedule 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1993
Series Of Transactions
<TABLE>
<CAPTION>
Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Number Amount Number Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 3 $14,238 12 $2,202
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 30 31,337 17 89,244
Wells Fargo Bank, N.A. Growth Stock Fund 27 12,369 6 27,209
Wells Fargo Bank, N.A. S&P 500 Stock Fund 36 42,519 19 114,343
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 33 13,938 12 42,378
Wells Fargo Bank, N.A. Money Market Fund 28 16,542 14 30,122
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 35 120,488 10 8,480
Wells Fargo Bank, N.A. Growth Stock Fund 30 38,212 2 487
Wells Fargo Bank, N.A. S&P 500 Stock Fund 35 150,705 9 10,527
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 31 52,652 2 2,073
Wells Fargo Bank, N.A. Money Market Fund 28 40,278 4 7,854
Single Transactions Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Date Amount Date Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 2/8/93 $13,982
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $75,311
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 26,317
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 99,579
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 32,338
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 25,505
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 83,492
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 28,487
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 106,667
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 36,374
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 25,872
Series of Transactions
--------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund $2,230 $28
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 97,258 8,014
Wells Fargo Bank, N.A. Growth Stock Fund 29,135 1,926
Wells Fargo Bank, N.A. S&P 500 Stock Fund 120,885 6,542
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 46,882 4,504
Wells Fargo Bank, N.A. Money Market Fund 30,122 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 8,751 271
Wells Fargo Bank, N.A. Growth Stock Fund 519 32
Wells Fargo Bank, N.A. S&P 500 Stock Fund 10,879 352
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 2,108 35
Wells Fargo Bank, N.A. Money Market Fund 7,854 0
Single Transactions
--------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $82,298 $6,987
Wells Fargo Bank, N.A. Growth Stock Fund 28,208 1,891
Wells Fargo Bank, N.A. S&P 500 Stock Fund 105,248 5,669
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 36,001 3,663
Wells Fargo Bank, N.A. Money Market Fund 25,505 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund
Wells Fargo Bank, N.A. Growth Stock Fund
Wells Fargo Bank, N.A. S&P 500 Stock Fund
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund
Wells Fargo Bank, N.A. Money Market Fund
</TABLE>
Audited Financial Statements
The Burton Rubber Processing,
Incorporated Savings and
Retirement Plan and Trust
December 31, 1993 and 1992
<PAGE>
Report of Independent Auditors
Committee for Employee Benefits Administration
The Burton Rubber Processing, Incorporated
Savings and Retirement Plan and Trust
We have audited the accompanying statements of net assets
available for plan benefits of the Burton Rubber Processing,
Incorporated Savings and Retirement Plan and Trust as of
December 31, 1993 and 1992, and the related statement of changes
in net assets available for plan benefits for the year ended
December 31, 1993. 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 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
plan benefits of the Plan at December 31, 1993 and 1992, and the
changes in its net assets available for plan 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 financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of
December 31, 1993, and transactions or series of transactions in
excess of five percent of the current value of plan assets for
the year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 basic financial statements taken
as a whole.
/s/ Ernst & Young
June 24, 1994
<PAGE>
The Burton Rubber Processing, Incorporated Savings and Retirement Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Wells Fargo Mutual Funds
----------------------------------------------------------------
<S> <c > <C> <C> <C> <C> <C> <C>
U.S.
Asset Growth Treasury Money M.A. Hanna
Allocation Stock S&P 500 Allocation Market Company
Fund Fund Stock Fund Fund Fund Stock Fund Loans
------------ ------------ ------------ ------------ ------------ ------------ ------------
Assets
Investments at fair value $921,838 $907,994 $727,893 $1,052,537 $440,341
Employer's contribution receivable 16,338 16,093 12,905 18,671 7,806 $166,918
Participant loans $98,376
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $938,176 $924,087 $740,798 $1,071,208 $448,147 $166,918 $98,376
============ ============ ============ ============ ============ ============ ============
See notes to financial statements.
<S> <C>
Total
------------
Assets
Investments at fair value $4,050,603
Employer's contribution receivable 238,731
Participant loans 98,376
------------
Net assets available for plan benefits $4,387,710
============
</TABLE>
<PAGE>
The Burton Rubber Processing, Incorporated
Savings and Retirement Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money
Allocation Stock S&P 500 Allocation Market
Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value $641,946 $471,852 $508,483 $917,029 $387,694
Employers' contribution receivable 59,647 56,865 54,024 61,041 43,035
Participant loans
------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $701,593 $528,717 $562,507 $978,070 $430,729
============ ============ ============ ============ ============
See notes to financial statements.
Loans Total
------------ ------------
<C> <C>
<S>
Assets $2,927,004
Investments at fair value 274,612
Employers' contribution receivable $22,922 22,922
Participant loans ------------ ------------
$22,922 $3,224,538
Net assets available for plan benefits ============ ============
</TABLE>
<PAGE>
The Burton Rubber Processing, Incorporated Savings and Retirement Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money
Sweep Allocation Stock S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $701,593 $528,717 $562,507 $978,070 $430,729
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 62,332 (815) 21,339 102,576
Interest 1 5,317
Dividends
------------ ------------ ------------ ------------ ------------ ------------
1 62,332 (815) 21,339 102,576 5,317
Contributions:
Employer 9,844 9,933 7,883 5,772 5,944
Employee 56,631 55,642 44,959 29,507 28,488
------------ ------------ ------------ ------------ ------------
66,475 65,575 52,842 35,279 34,432
Distributions to employees partially and
wholly withdrawn from the Plan (98) (2,689) (17,483) (15,568) (34,119) (5,903)
Net transfers from (to) other funds 457 (827,653) (575,909) (621,049) (1,081,731) (464,467)
Transfers out (69)
Administrative expenses (360) (58) (85) (71) (75) (39)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 0 (701,593) (528,717) (562,507) (978,070) (430,729)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $0 $0 $0 $0 $0 $0
============ ============ ============ ============ ============ ============
See notes to financial statements.
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Growth Treasury Money
Allocation Stock S&P 500 Allocation Market
Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $0 $0 $0 $0
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 20,797 72,246 28,551 (9,463)
Interest
Dividends 23,103 26,401 8,557 58,046 5,768
------------ ------------ ------------ ------------ ------------
43,900 98,647 37,108 48,583 5,768
Contributions:
Employer 31,685 30,618 25,200 28,060 16,918
Employee 77,016 77,077 62,622 44,604 43,710
------------ ------------ ------------ ------------ ------------
108,701 107,695 87,822 72,664 60,628
Distributions to employees partially and
wholly withdrawn from the Plan (4,545) (4,208) (4,130) (21,608) (13,918)
Net transfers from (to) other funds 790,191 722,057 620,109 971,682 395,720
Transfers out
Administrative expenses (71) (104) (111) (113) (51)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 938,176 924,087 740,798 1,071,208 448,147
------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $938,176 $924,087 $740,798 $1,071,208 $448,147
============ ============ ============ ============ ============
M.A. Hanna
Company
Stock Fund Loans Total
------------ ------------ ------------
<S> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $22,922 $3,224,538
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 297,563
Interest 4,861 10,179
Dividends 121,875
------------ ------------
4,861 429,617
Contributions:
Employer 166,918 338,775
Employee 520,256
------------ ------------
166,918 859,031
Distributions to employees partially and
wholly withdrawn from the Plan (124,269)
Net transfers from (to) other funds 70,593 0
Transfers out (69)
Administrative expenses (1,138)
------------ ------------ ------------
Net increase (decrease) 166,918 75,454 1,163,172
------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $166,918 $98,376 $4,387,710
============ ============ ============
</TABLE>
<PAGE>
The Burton Rubber Processing, Incorporated
Savings and Retirement Plan and Trust
Notes to Financial Statements
December 31, 1993 and 1992
A. Significant Accounting Policies
The accounting records of The Burton Rubber Processing,
Incorporated Savings and Retirement Plan and Trust (the Plan)
are maintained on the accrual basis.
The change in the difference between fair value and cost of
investments is reflected in the statement of changes in net assets
available for plan benefits as unrealized appreciation
(depreciation).
The Wells Fargo Collective Investment Funds (the "Funds") invest
in units of Wells Fargo Institutional Trust Company ("WFITC")
Collective Trust Funds for Employee Benefit Trusts (the "Master
Funds") which have similar investment objectives to the Funds.
The Funds also invest in the Money Market Fund as a short-term
investment vehicle.
Effective July 2, 1993, The Wells Fargo Collective
Investment Funds were converted to Stagecoach Inc. mutual funds
of Wells Fargo (the "Funds").
Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and
Investment Manager of the Funds. WFITC is the Trustee and
Investment Manager of the Funds and receives investment advice
from Wells Fargo Nikko Investment Advisors.
The following is a summary of significant accounting
policies consistently followed by Wells Fargo (the "Funds"):
Fund Valuation
Valuation of the Funds' units occurs daily. Unit values are
determined by dividing the fair market value of each Fund's net
assets by the number of units outstanding on the valuation date.
Units of the Master Funds are valued on the basis of the unit
value established by WFITC for each fund at each valuation
date.
<PAGE>
Valuation of Investments
Securities traded on securities exchanges are valued at the
last reported sales price on the valuation date, or in the
absence of any sales, at the last reported bid price on the
valuation date. Securities traded over-the- counter are valued
at the final bid price on the valuation date. Securities
not traded are valued on the basis of quotations from pricing
services or securities dealers.
U.S. Treasury obligations are valued daily at the mean of
bid and ask prices.
Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date.
Dividend income is recognized on the ex-dividend date, and
interest income is recognized on a daily accrual basis.
The cost of investments sold is computed on an average cost
basis.
B. Description of the Plan
The Plan is a defined contribution plan which covers
substantially all employees of Burton Rubber Processing,
Incorporated (the Company). Employer profit sharing
contributions to the Plan are discretionary and are
determined by the officers and directors of the Company.
Effective January 1, 1993, the Plan provides for eligible
employees to contribute pre-tax dollars from 0% to 10% each month
through payroll deductions and provides for a 50% matching
contribution (up to 6% of pay) by the Company. One half of the
employer match is automatically directed to the M. A. Hanna Company
Stock Fund.
Effective January 1, 1992, each participant may elect to
distribute contributions made to their account by the Company
among several funds selected by the Plan administrator in
whole percentage increments. Participants are fully vested in all
accounts at all times.
<PAGE>
The Company has reserved the right under the Plan to discontinue
contributions at any time and terminate the Plan. In the event of
a complete termination of the Plan, all participant accounts shall
become 100% vested and the net assets of the Plan are to be set
aside for distribution to all Plan participants. The Plan
administrator has received notice that the Plan is not covered by
the Pension Benefit Guaranty Corporation.
Information about the Plan agreement, including vesting and benefit
provisions, is contained in the Burton Rubber Processing,
Incorporated Savings and Retirement Plan and Trust. Copies of this
agreement are available from the Committee for Employee Benefits
Administration.
C. Investments
The individual investments that represent 5% or more of the fair
value of net assets available for plan benefits at December 31,
1993 and 1992 are:
1993 1992
Bank Common Trust Funds:
Wells Fargo Mutual Funds:
Asset Allocation Fund $ 921,838
Growth Stock Fund 907,994
S&P 500 Stock Fund 727,893
U.S. Treasury Allocation Fund 1,052,537
Money Market Fund 440,341
Wells Fargo Collective Investment Funds:
Three Way Asset Allocation Fund $641,946
Growth Stock Fund 471,852
S&P 500 Stock Fund 508,483
U.S. Treasury Allocation Fund 917,029
Money Market Fund 387,694
<PAGE>
D. Transactions with Parties-in-Interest
All expenses of administering the Plan are paid by the
Company. Investment management fees are paid by
participants in that management fees reduce the investment return
reported and credited to participants.
E. Income Tax Status
The Internal Revenue Service (the IRS) has ruled that the Plan
qualifies under Section 401(a) of the Internal Revenue Code and
that the Trust is exempt under Section 501(a) of the Internal
Revenue Code and is, therefore, not subject to tax under present
income tax laws. Continued qualification of the Plan depends
upon timely adoption and operational application of certain
amendments required as a result of the Tax Reform Act of 1986
(the Act). In the Company's opinion, the Plan is operating in
compliance with the applicable provisions of the Act. A
determination has been requested from the IRS as to the
qualification of the Plan, with respect to amendments required as
a result of the Act. The Company is not aware of any course of
action or series of events that have occurred that might adversely
affect the Plan's qualified status.
<PAGE>
The Burton Rubber Processing, Incorporated Savings and Retirement Plan and Trust
Schedule 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor Description of Current
or Similar Party Investment Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
Wells Fargo Mutual Funds:
Asset Allocation Fund 89,760 units $ 901,999 $ 921,838
Growth Stock Fund 82,470 units 839,516 907,994
S&P 500 Stock Fund 69,722 units 701,541 727,893
U.S. Treasury Allocation Fund 105,996 units 1,063,308 1,052,537
Money Market Fund 440,341 units 440,341 440,341
------------ ------------
3,946,705 4,050,603
Participant Loans Various personal loans
ranging from 7% to
10% with terms of 1 to
5 years 98,376 98,376
------------ ------------
$4,045,081 $4,148,979
============ ============
</TABLE>
<PAGE>
The Burton Rubber, Incorporated Savings and Retirement Plan and Trust
Schedule 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1993
Series Of Transactions
<TABLE>
<CAPTION>
Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Number Amount Number Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 37 $172,876 24 $797,238
Wells Fargo Bank, N.A. Growth Stock Fund 49 350,204 25 759,720
Wells Fargo Bank, N.A. S&P 500 Stock Fund 44 197,611 30 681,550
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 22 167,564 40 1,008,675
Wells Fargo Bank, N.A. Money Market Fund 20 123,918 26 516,930
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 24 925,148 11 23,149
Wells Fargo Bank, N.A. Growth Stock Fund 25 908,647 18 69,131
Wells Fargo Bank, N.A. S&P 500 Stock Fund 23 767,407 20 65,866
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 23 1,112,041 17 48,734
Wells Fargo Bank, N.A. Money Market Fund 15 527,125 14 92,419
Single Transactions
Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Date Amount Date Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $705,091
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 666,939
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 597,091
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 808,464
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 411,506
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 $779,516
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 724,141
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 637,934
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 961,736
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 411,506
Series of Transactions --------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C>
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $877,154 $79,916
Wells Fargo Bank, N.A. Growth Stock Fund 821,241 61,521
Wells Fargo Bank, N.A. S&P 500 Stock Fund 727,433 45,883
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 1,187,169 178,494
Wells Fargo Bank, N.A. Money Market Fund 516,930 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 24,107 958
Wells Fargo Bank, N.A. Growth Stock Fund 72,899 3,768
Wells Fargo Bank, N.A. S&P 500 Stock Fund 68,064 2,198
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 50,042 1,308
Wells Fargo Bank, N.A. Money Market Fund 92,419 0
Single Transactions
--------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $779,516 $74,425
Wells Fargo Bank, N.A. Growth Stock Fund 724,141 57,202
Wells Fargo Bank, N.A. S&P 500 Stock Fund 637,934 40,843
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 961,736 153,272
Wells Fargo Bank, N.A. Money Market Fund 411,506 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund
Wells Fargo Bank, N.A. Growth Stock Fund
Wells Fargo Bank, N.A. S&P 500 Stock Fund
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund
Wells Fargo Bank, N.A. Money Market Fund
</TABLE>
Audited Financial Statements
PMS Profit Sharing and Retirement
Savings Plan and Trust
December 31, 1993 and 1992
<PAGE>
Report of Independent Auditors
Committee for Employee Benefits Administration
PMS Profit Sharing and Retirement Savings Plan and Trust
We have audited the accompanying statements of net assets
available for plan benefits of the PMS Profit Sharing and
Retirement Savings Plan and Trust as of December 31, 1993 and
1992, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1993. 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 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
plan benefits of the Plan at December 31, 1993 and 1992, and the
changes in its net assets available for plan 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 financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of
December 31, 1993, transactions or series of transactions in
excess of five percent of the current value of plan assets, and
schedule of nonexempt transactions for the year then ended, are
presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, and are not a
required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1993 financial statements
and, in our opinion, are fairly stated in all material respects
in relation to the 1993 basic financial statements taken as a
whole.
/s/ Ernst & Young
June 24, 1994
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Growth Treasury Money
Sweep Allocation Stock S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash
Investments at fair value $54,562 $2,288,125 $2,115,826 $1,797,408 $1,403,869 $2,106,335
Employer's contribution receivable 123,529 187,229 127,604 70,897 148,201
Employees' contribution receivable 1,910 3,164 2,325 1,402 1,698
Participant loans
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $54,562 $2,413,564 $2,306,219 $1,927,337 $1,476,168 $2,256,234
============ ============ ============ ============ ============ ============
See notes to financial statements.
M.A. Hanna Real
Company Estate Other
Stock Fund Fund Loans Assets Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $105,450 $105,450
Investments at fair value $98,141 $982,786 10,847,052
Employer's contribution receivable 4,205 661,665
Employees' contribution receivable 10,499
Participant loans $4,882 4,882
------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $102,346 $982,786 $4,882 $105,450 $11,629,548
============ ============ ============ ============ ============
</TABLE>
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money
Sweep Allocation Stock S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash
Investments at fair value $24,857 $1,728,748 $1,303,704 $1,234,113 $1,058,281 $2,487,199
Employer's contribution receivable 128,964 182,886 110,550 66,396 171,204
Tax reimbursement receivable
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $24,857 $1,857,712 $1,486,590 $1,344,663 $1,124,677 $2,658,403
============ ============ ============ ============ ============ ============
See notes to financial statements.
Real
Estate Other
Fund Assets Total
------------ ------------ ------------
<S> <C> <C> <C>
Assets
Cash $90,637 $90,637
Investments at fair value $990,800 8,827,702
Employer's contribution receivable 660,000
Tax reimbursement receivable 14,724 14,724
------------ ------------ ------------
Net assets available for plan benefits $990,800 $105,361 $9,593,063
============ ============ ============
</TABLE>
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
----------------------------------------------------------------
Three Way U.S.
Asset Growth Treasury Money
Sweep Allocation Stock S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $24,857 $1,857,712 $1,486,590 $1,344,663 $1,124,677 $2,658,403
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 164,311 (729) 40,445 124,285
Interest 1,357 33,477
Dividends
Rental income
------------ ------------ ------------ ------------ ------------ ------------
1,357 164,311 (729) 40,445 124,285 33,477
Contributions:
Employer 10,950 10,614 9,517 10,161 62,949
Employee 39,234 63,009 48,493 25,655 37,654
------------ ------------ ------------ ------------ ------------
50,184 73,623 58,010 35,816 100,603
Distributions to employees partially and
wholly withdrawn from the Plan (14) (13,931) (4,444) (41,571) (43,797) (110,310)
Net transfers from (to) other funds 59,277 (2,050,284) (1,552,062) (1,398,624) (1,232,965) (2,606,123)
Transfers out (30,915) (7,992) (2,978) (2,923) (8,016) (76,035)
Administrative expenses (15)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 29,705 (1,857,712) (1,486,590) (1,344,663) (1,124,677) (2,658,403)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $54,562 $0 $0 $0 $0 $0
============ ============ ============ ============ ============ ============
See notes to financial statements.
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Growth Treasury Money M.A. Hanna Real
Allocation Stock S&P 500 Allocation Market Company Estate
Fund Fund Stock Fund Fund Fund Stock Fund Fund
------------ ------------ ------------ ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $0 $0 $0 $0 $0 $990,800
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 53,837 180,864 70,714 (17,289) 9,139
Interest
Dividends 58,328 61,534 21,376 77,261 29,494
Rental income
------------ ------------ ------------ ------------ ------------ ------------
112,165 242,398 92,090 59,972 29,494 9,139
Contributions:
Employer 128,931 195,027 133,221 73,982 160,006 93,659
Employee 89,729 140,757 106,326 48,423 61,067
------------ ------------ ------------ ------------ ------------ ------------
218,660 335,784 239,547 122,405 221,073 93,659
Distributions to employees partially and
wholly withdrawn from the Plan (9,204) (5,496) (6,210) (1,293) (45,074) (450)
Net transfers from (to) other funds 2,095,779 1,733,537 1,601,921 1,299,009 2,050,767 (2) (5,056)
Transfers out (3,829) (3,917) (2,958)
Administrative expenses (7) (4) (11) (8) (26)
------------ ------------ ------------ ------------ ------------ ------------ ---------
Net increase (decrease) 2,413,564 2,306,219 1,927,337 1,476,168 2,256,234 102,346 (8,014)
------------ ------------ ------------ ------------ ------------ ------------ ---------
Net assets available for plan benefits
as of December 31, 1993 $2,413,564 $2,306,219 $1,927,337 $1,476,168 $2,256,234 $102,346 $982,786
============ =========== ============ =========== ============ ========== =========
Other
Loans Assets Total
------------ ------------ -------------
<S> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $105,361 $9,593,063
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 625,577
Interest 56 1,618 36,508
Dividends 247,993
Rental income 103,200 103,200
------------ ------------ ------------
56 104,818 1,013,278
Contributions:
Employer 889,017
Employee 660,347
------------
1,549,364
Distributions to employees partially and
wholly withdrawn from the Plan (281,794)
Net transfers from (to) other funds 4,826 0
Transfers out (104,729) (244,292)
Administrative expenses (71)
------------ ------------ ------------
Net increase (decrease) 4,882 89 2,036,485
------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $4,882 $105,450 $11,629,548
=========== =========== ============
</TABLE>
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 1993 and 1992
A. Significant Accounting Policies
The accounting records of the PMS Profit Sharing and
Retirement Savings Plan and Trust (the Plan) are maintained on the
accrual basis.
The change in the difference between fair value and cost of
investments is reflected in the statement of changes in net assets
available for plan benefits as unrealized appreciation
(depreciation).
The Wells Fargo Collective Investment Funds invest in units of
Wells Fargo Institutional Trust Company ("WFITC") Collective
Trust Funds for Employee Benefit Trusts ("the Master Funds")
which have similar investment objectives to the Funds. The Funds
also invest in the Money Market Fund for Employee Benefit Trusts
(the "Money Market Fund") as a short-term investment vehicle.
Effective July 2, 1993 The Wells Fargo Collective Investment Funds
were converted to the Stagecoach Inc. mutual funds of Wells Fargo
("the Funds").
Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and
Investment Manager of the Funds. WFITC is the Trustee and
Investment Manager of the Master Funds and receives
investment advice from Wells Fargo Nikko Investment
Advisors.
The following is a summary of significant accounting
policies consistently followed by Wells Fargo:
Fund Valuation
Valuation of the Funds' units occurs daily. Unit values are
determined by dividing the fair market value of each Fund's net
assets by the number of units outstanding on the valuation date.
Units of the Master Funds are valued on the basis of the unit
value established by WFITC for each fund at each valuation
date.
Valuation of Investments
Securities traded on exchanges are valued at the last
reported sales price on the valuation date, or in the absence
of any sales, at the last reported bid price on the valuation
date. Securities traded over-the-counter are valued at the
final bid price on the valuation date. Securities not traded
are valued on the basis of quotations from pricing services
or securities dealers.
U.S. Treasury obligations are valued daily at the mean of bid and
ask prices.
<PAGE>
A. Significant Accounting Policies-Continued
Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date.
Dividend income is recognized on the ex-dividend date, and
interest income is recognized on the accrual basis. The cost
of investments sold is computed on an average cost basis.
B. Description of the Plan
The Plan is a qualified profit sharing plan which covers
substantially all employees of PMS Consolidated, Inc. (the
Company). Employer profit sharing contributions to the Plan are
discretionary and are determined by the officers and directors of
the Company. Effective April 5, 1993 the Plan provides that
eligible employees may elect to voluntarily contribute up to 12% of
their aggregate compensation subject to certain annual limits.
Employer contributions are made periodically at 25% of each
participant's before-tax contributions except that no match is
made on contributions in excess of 5% of the participant's aggregate
compensation. Contributions may be allocated by participants
among investment options selected by the plan administrator.
One-half of the employer match is automatically directed to the
M.A. Hanna Company Stock Fund. Employer profit sharing
contributions are made annually. Participant 401(k)
accounts are 100% vested at all times. Profit sharing
contributions to participants' accounts vest at 20% a year over
five years, after an initial three years of service.
The Company has reserved the right under the Plan to
discontinue contributions at any time and terminate the Plan.
In the event of a complete termination of the Plan, all
participant accounts shall become 100% vested and the net assets
of the Plan are to be set aside for distribution to all Plan
participants. The Plan administrator has received notice that
the Plan is not covered by the Pension Benefit Guaranty
Corporation.
Details of the Plan agreement, including vesting and benefit
provisions, are contained in the PMS Profit Sharing and
Retirement Savings Plan and Trust. Copies of this agreement are
available from the Committee for Employee Benefits
Administration.
<PAGE>
C. Investments
The individual investments that represent 5% or more of the fair
value of net assets available for plan benefits at December 31
1993 and 1992 are:
1993 1992
Real Estate Fund $ 982,786 $ 990,800
Wells Fargo Mutual Funds:
Asset Allocation Fund 2,288,125
Growth Stock Fund 2,115,826
S&P 500 Stock Fund 1,797,408
U.S. Treasury Allocation Fund 1,403,869
Money Market Fund 2,106,335
Wells Fargo Collective Investment Funds:
Three Way Asset Allocation Fund 1,728,748
Growth Stock Fund 1,303,704
S&P 500 Stock Fund 1,234,113
U.S. Treasury Allocation Fund 1,058,281
Money Market Fund 2,487,199
D. Transactions with Parties-in-Interest
All expenses of administering the Plan are paid by the
Company. Investment management fees are paid by
participants in that management fees reduce the investment return
reported and credited to participants.
The Plan's real estate fund owns land and a building located in
Coral Springs, Florida which is being leased to PMS
Consolidated, Inc.
E. Income Tax Status
The Internal Revenue Service (the IRS) has ruled that the Plan
qualifies under Section 401(a) of the Internal Revenue Code and
that the Trust is exempt under Section 501(a) of the Internal
Revenue Code and is, therefore, not subject to tax under present
income tax laws. Continued qualification of the Plan depends
upon timely adoption and operational application of certain
amendments required as a result of the Tax Reform Act of 1986
(the Act). In the Company's opinion, the Plan is operating in
compliance with the applicable provisions of the Act. A
determination has been requested from the IRS as to the
qualification of the Plan, with respect to amendments required as
a result of the Act. The Company is not aware of any course of
action or series of events that have occurred that might adversely
affect the Plan's qualified status.
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Schedule 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor Description of Current
or Similar Party Investment Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
Cash $54,562 $54,562
M.A. Hanna Stock Fund 5,831 units 88,998 98,141
Real Estate Fund 98,279 units 982,786 982,786
Wells Fargo Mutual Funds:
Asset Allocation Fund 222,796 units 2,234,896 2,288,125
Growth Stock Fund 192,173 units 1,944,910 2,115,826
S&P 500 Stock Fund 172,166 units 1,728,475 1,797,408
U.S. Treasury Allocation Fund 141,377 units 1,423,731 1,403,869
Money Market Fund 2,106,335 units 2,106,335 2,106,335
------------ ------------
9,438,347 9,711,563
Participant Loans Various personal loans
at 8% interest with
terms of 1 - 5 years 4,882 4,882
------------ ------------
$10,569,575 $10,851,934
============ ============
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Schedule 27(d) - Schedule of Reportable Transactions
December 31, 1993
</TABLE>
<TABLE>
<CAPTION>
Series Of Transactions
Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Number Amount Number Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 32 $280,180 21 $1,971,372
Wells Fargo Bank, N.A. Growth Stock Fund 51 732,578 14 1,862,343
Wells Fargo Bank, N.A. S&P 500 Stock Fund 48 518,085 14 1,696,978
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 32 434,605 25 1,479,578
Wells Fargo Bank, N.A. Money Market Fund 28 268,759 36 2,765,170
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 57 2,251,588 8 16,691
Wells Fargo Bank, N.A. Growth Stock Fund 52 2,092,042 13 147,132
Wells Fargo Bank, N.A. S&P 500 Stock Fund 57 1,792,896 10 64,421
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 57 1,491,964 9 68,233
Wells Fargo Bank, N.A. Money Market Fund 36 2,323,622 32 239,346
Single Transactions
Purchases Sales
------------------------- -------------------------
Identity of Party Involved Description Date Amount Date Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $1,836,689
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 1,600,767
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 1,483,539
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 1,085,696
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,240,344
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 2,032,554
Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 1,753,229
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 1,569,659
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 1,203,180
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,234,258
Series of Transactions
--------------------------
Selling
Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C>
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $2,173,239 $201,867
Wells Fargo Bank, N.A. Growth Stock Fund 2,035,553 173,210
Wells Fargo Bank, N.A. S&P 500 Stock Fund 1,792,644 95,666
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 1,617,171 137,593
Wells Fargo Bank, N.A. Money Market Fund 2,765,170 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 17,300 609
Wells Fargo Bank, N.A. Growth Stock Fund 157,080 9,948
Wells Fargo Bank, N.A. S&P 500 Stock Fund 66,202 1,781
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 70,806 2,573
Wells Fargo Bank, N.A. Money Market Fund 239,346 0
Single Transactions
--------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $2,032,818 $196,129
Wells Fargo Bank, N.A. Growth Stock Fund 1,753,507 152,740
Wells Fargo Bank, N.A. S&P 500 Stock Fund 1,570,174 86,635
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 1,203,180 117,484
Wells Fargo Bank, N.A. Money Market Fund 2,240,344 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund
Wells Fargo Bank, N.A. Growth Stock Fund
Wells Fargo Bank, N.A. S&P 500 Stock Fund
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund
Wells Fargo Bank, N.A. Money Market Fund
</TABLE>
<PAGE>
PMS Profit Sharing and Retirement Savings Plan and Trust
Schedule 27(e) - Schedule of Nonexempt Transactions
December 31, 1993
<TABLE>
<CAPTION>
Annual
Description of Lease Current
Identity of Party Involved Transaction Rental Cost Value
- - ----------------------------------------- --------------------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
PMS Consolidated The Plan owns land and $103,200 $982,786 $982,786
building (PMS Consolidated
Technical Center) which is
leased by PMS Consolidated)
</TABLE>
Audited Financial Statements
Wilson Color Profit Sharing Plan
and Trust
December 31, 1993 and 1992
<PAGE>
Report of Independent Auditors
Committee for Employee Benefits Administration
Wilson Color Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets
available for plan benefits of the Wilson Color Profit
Sharing Plan and Trust as of December 31, 1993 and 1992, and the
related statement of changes in net assets available for plan
benefits for the year ended December 31, 1993. 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 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 plan benefits of the Plan at December 31, 1993 and
1992, and the changes in its net assets available for plan
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 financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment as of December 31, 1993, and transactions or
series of transactions in excess of five percent of the
current value of plan assets for the year then ended, are
presented for the purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1993 financial statements
and, in our opinion, are fairly stated in all material
respects in relation to the 1993 basic financial statements
taken as a whole.
/s/ Ernst & Young
June 24, 1994
<PAGE>
Wilson Color Profit Sharing Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Asset Bond Treasury Money
Sweep Allocation Index S&P 500 Allocation Market
Account Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $236 $374,931 $28,342 $549,335 $85,991 $437,107
Employer's contribution receivable 22,987 3,626 24,959 4,858 43,479
Employees' contribution receivable 3,407 518 4,600 481 4,708
Participant loans
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $236 $401,325 $32,486 $578,894 $91,330 $485,294
============ ============ ============ ============ ============ ============
See notes to financial statements.
Tilts & M.A. Hanna
Timing Company
Fund Stock Fund Loans Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
Investments at fair value
Employer's contribution receivable $109,705 $194,945 $1,780,592
Employees' contribution receivable 6,887 16,062 122,858
Participant loans 1,154 392 15,260
$233,375 233,375
Net assets available for plan benefits ------------ ------------ ------------ ------------
$117,746 $211,399 $233,375 $2,152,085
============ ============ ============ ============
</TABLE>
<PAGE>
Wilson Color Profit Sharing Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
-----------------------------------------------------------------------------
Three Way Daily U.S.
Asset Bond Treasury Tilts & Money
Allocation Index S&P 500 Allocation Timing Market
Fund Fund Stock Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $21,068 $2,365 $26,214 $2,953 $5,176 $24,411
Employer's contribution receivable 884 113 888 119 235 995
Employees' contribution receivable 3,894 502 4,731 570 1,010 4,525
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $25,846 $2,980 $31,833 $3,642 $6,421 $29,931
============ ============ ============ ============ ============ ============
See notes to financial statements.
Money Market M.A. Hanna
Transition Company
Fund Stock Fund Total
------------ ------------ ------------
<S> <C> <C> <C>
Assets
Investments at fair value $1,541,116 $27,422 $1,650,725
Employer's contribution receivable 3,720 6,954
Employees' contribution receivable 1,680 16,912
------------ ------------ ------------
Net assets available for plan benefits $1,541,116 $32,822 $1,674,591
============ ============ ============
</TABLE>
<PAGE>
Wilson Color Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Wells Fargo Collective Investment Funds
-----------------------------------------------------------------------------
Three Way Daily U.S.
Asset Bond Treasury Tilts & Money
Sweep Allocation Index S&P 500 Allocation Timing Market
Account Fund Fund Stock Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $0 $25,846 $2,980 $31,833 $3,642 $6,421 $29,931
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 13,313 1,190 8,114 3,528 8,924
Interest 4,065
Dividends
------------ ------------ ------------ ------------ ------------ ------------
13,313 1,190 8,114 3,528 8,924 4,065
Contributions:
Employer 3,469 477 4,133 481 12,946 4,102
Employee 15,255 2,120 21,929 2,323 13,045 18,976
------------ ------------ ------------ ------------ ------------ ------------
18,724 2,597 26,062 2,804 25,991 23,078
Distributions to employees partially and
wholly withdrawn from the Plan (150) (11,838) (83) (25,141) (1,777) (2,834) (28,898)
Net transfers from (to) other funds 386 (46,045) (6,684) (40,868) (8,197) 79,257 (28,176)
Transfers (out) in
Administrative expenses (13)
------------ ------------ ------------ ------------ ------------ ------------ ------------
236 (25,846) (2,980) (31,833) (3,642) 111,325 (29,931)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $236 $0 $0 $0 $0 $117,746 $0
============ ============ ============ ============ ============ ============ ============
See notes to financial statements.
Wells Fargo Mutual Funds
----------------------------------------------------------------
U.S.
Money Market Asset Bond Treasury Money
Transition Allocation Index S&P 500 Allocation Market
Fund Fund Fund Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $1,541,116 $0 $0 $0 $0 $0
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 7,772 (33) 22,559 (957)
Interest 7,064
Dividends 9,517 887 6,691 4,760 5,743
------------ ------------ ------------ ------------ ------------ ------------
7,064 17,289 854 29,250 3,803 5,743
Contributions:
Employer 59,378 5,915 43,434 7,483 69,804
Employee 91,479 3,440 31,196 3,296 32,865
------------ ------------ ------------ ------------ ------------
150,857 9,355 74,630 10,779 102,669
Distributions to employees partially and
wholly withdrawn from the Plan (2,082) (1,967) (24,209)
Net transfers from (to) other funds (1,547,680) 325,771 22,279 477,032 76,753 401,165
Transfers (out) in (500) (90,464)
Administrative expenses (46) (2) (51) (5) (74)
------------ ------------ ------------ ------------ ------------ ------------
(1,541,116) 401,325 32,486 578,894 91,330 485,294
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $0 $401,325 $32,486 $578,894 $91,330 $485,294
============ ============ ============ ============ ============ ============
M.A. Hanna
Company
Stock Fund Loans Total
------------ ------------ ------------
<S> <C> <C> <C>
Net assets available for plan benefits
as of January 1, 1993 $32,822 $0 $1,674,591
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 40,635 105,045
Interest 16,605 27,734
Dividends 27,598
------------ ------------ ------------
40,635 16,605 160,377
Contributions:
Employer 53,504 265,126
Employee 10,567 246,491
------------ ------------
64,071 511,617
Distributions to employees partially and
wholly withdrawn from the Plan (5,716) (1) (104,696)
Net transfers from (to) other funds 162,593 132,414 0
Transfers (out) in (82,998) 84,357 (89,605)
Administrative expenses (8) (199)
------------ ------------ ------------
178,577 233,375 477,494
------------ ------------ ------------
Net assets available for plan benefits
as of December 31, 1993 $211,399 $233,375 $2,152,085
============ ============ ============
</TABLE>
Wilson Color Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 1993 and 1992
<PAGE>
A. Significant Accounting Policies
The accounting records of the Wilson Color Profit Sharing Plan
and Trust (the Plan) are maintained on the accrual basis.
The change in the difference between fair value and cost of
investments is reflected in the statement of changes in net
assets available for plan benefits as unrealized
appreciation (depreciation).
The Wells Fargo Collective Investment Funds ("the Funds")
invest in units of Wells Fargo Institutional Trust Company
("WFITC") Collective Trust Funds for Employee Benefit Trusts ("the
Master Funds") which have similar investment objectives to
the Funds. The Funds also invest in the Money Market Fund as a
short-term investment vehicle.
Effective July 2, 1993, the Wells Fargo Collective
Investment Funds were converted to the Stagecoach Inc.
mutual funds of Wells Fargo ("the Funds").
Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and
Investment Manager of the Funds. WFITC is the Trustee and
Investment Manager of the Master Funds and receives
investment advice from Wells Fargo Nikko Investment
Advisors.
The following is a summary of significant accounting
policies consistently followed by Wells Fargo:
Fund Valuation-Valuation of the Funds' units occurs
daily. Unit values are determined by dividing the fair
market value of each Fund's net assets by the number of units
outstanding on the valuation date.
Units of the Master Funds are valued on the basis of the unit
value established by WFITC for each fund at each valuation
date.
The Daily Bond Index Fund invests in units of the WFITC
Government/Corporate Bond Index Fund ("Bond Master
Fund"). The Bond Master Fund's units are valued
approximately once every five business days ("Master Fund
Valuation Date"). Daily valuations of the Bond Master
Fund are calculated by adjusting its unit value on the most
recent Master Fund Valuation Date for subsequent
changes in the Lehman Brothers
Government/Corporate Bond Index.
<PAGE>
Valuation of Investments-Securities traded on exchanges are
valued at the last reported sales price on the valuation
date, or in the absence of any sales, at the last reported
bid price on the valuation date. Securities traded
over-the-counter are valued at the final bid price on the
valuation date. Securities not traded are valued on the
basis of quotations from pricing services or securities
dealers.
U.S. Treasury obligations are valued daily at the mean of
bid and ask prices.
Investment Transactions and Investment Income-Investment
transactions are accounted for on the trade date.
Dividend income is recognized on the ex-dividend date, and
interest income is recognized on an accrual basis. The cost
of investments sold is computed on an average cost basis.
B. Description of the Plan
The Plan is a defined contribution plan which covers
substantially all employees of the Wilson Color,
Incorporated division of M.A. Hanna Company (the Company)
effective July 1, 1992. Each participant may elect to
voluntarily contribute up to 12% of his aggregate
compensation subject to certain annual limits. Employer
contributions represent a 50% match of each participant's
before tax contributions except that no match is made on
contributions in excess of 6% of his aggregate compensation.
Contributions may be allocated by participants among
investment options selected by the plan administrator. One- half
of the employer match is automatically directed to the M.A.
Hanna Company Stock Fund. Employer contributions are made
following each pay period. Participant's 401(k)
contributions and accounts are 100% vested at all times.
"Discretionary Employer Retirement" contributions and
accounts vest at 20% per year over five years for eligible
associates employed on the last day of the year.
The Company has reserved the right under the Plan to
discontinue contributions at any time and terminate the Plan.
In the event of a complete termination of the Plan, all
participant accounts shall become 100% vested and the net
assets of the Plan are to be set aside for distribution to all
Plan participants. The Plan administrator has received
notice that the Plan is not covered by the Pension Benefit
Guaranty Corporation.
Details of the Plan agreement, including vesting,
forfeiture and benefit provisions, is contained in the
Wilson Color Profit Sharing Plan and Trust. Copies of this
agreement are available from the Committee for Employee
Benefits Administration.
<PAGE>
C. Investments
The individual investments that represent 5% or more of the fair
value of net assets available for plan benefits at December
31, 1993 and 1992 are as follows:
1993 1992
M.A. Hanna Company Stock Fund $194,945
Wells Fargo Mutual Funds:
Asset Allocation Fund 374,931
S & P 500 Stock Fund 549,335
Money Market Fund 437,107
Wells Fargo Collective Investment Fund:
Tilts and Timing Fund 109,705
Money Market Transition Fund $1,541,116
D. Transactions with Parties-in-Interest
All expenses of administering the Plan are paid by the
Company. Investment management fees are paid by
participants in that management fees reduce the investment
return reported and credited to participants.
E. Income Tax Status
The Plan has not received a favorable determination letter from
the Internal Revenue Service as to the tax qualified status of
the Plan; such a letter has been requested. The Plan
administrator believes that the Plan is in operational compliance
with the Internal Revenue Code and, therefore, will remain
qualified and exempt from income taxes.
<PAGE>
Wilson Color Profit Sharing Plan and Trust
Schedule 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor Description of Current
or Similar Party Investment Cost Value
- - ----------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C>
Cash $236 $236
M.A. Hanna Company Stock Fund 11,583 units 170,629 194,945
Wells Fargo Mutual Funds:
Asset Allocation Fund 36,507 units 369,455 374,931
Bond Index Fund 2,851 units 28,581 28,342
S&P 500 Stock Fund 52,618 units 527,907 549,335
U.S. Treasury Allocation Fund 8,660 units 86,973 85,991
Money Market Fund 437,107 units 437,107 437,107
------------ ------------
1,450,023 1,475,706
Wells Fargo Collective Investment Funds:
Tilts & Timing Fund 8,031 units 102,685 109,705
Participant Loans Various personal loans
ranging from 7 to 11.5%
with terms of 1 - 5 years 233,375 233,375
------------ ------------
$1,956,948 $2,013,967
============ ============
</TABLE>
<PAGE>
Wilson Color Profit Sharing Plan and Trust
Schedule 27(d) - Schedule of Reportable Transactions
December 31, 1993
Series Of Transactions
<TABLE>
<CAPTION>
Purchases Sales
------------------------- --------------------------
Identity of Party Involved Description Number Amount Number Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 28 $334,377 15 $189,407
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 17 320,865 18 341,917
Wells Fargo Bank, N.A. Daily Bond Index Fund 9 45,961 3 48,316
Wells Fargo Bank, N.A. S&P 500 Stock Fund 17 533,200 15 559,714
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 13 82,281 9 85,215
Wells Fargo Bank, N.A. Tilts & Timing Fund 24 152,270 13 54,803
Wells Fargo Bank, N.A. Money Market Fund 15 456,970 13 485,446
Wells Fargo Bank, N.A. Money Market Transition Fund 12 7,785 3 1,544,524
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 22 478,657 7 109,203
Wells Fargo Bank, N.A. Bond Index Fund 15 56,372 1 27,791
Wells Fargo Bank, N.A. S&P 500 Stock Fund 15 574,198 11 46,291
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 16 88,137 2 1,164
Wells Fargo Bank, N.A. Money Market Fund 17 480,346 14 48,098
Single Transactions
Purchases Sales
------------------------- --------------------------
Identity of Party Involved Description Date Amount Date Cost
- - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 2/26/93 $217,905
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 2/26/93 273,592 7/2/93 $298,355
Wells Fargo Bank, N.A. S&P 500 Stock Fund 2/26/93 474,537 7/2/93 501,337
Wells Fargo Bank, N.A. Tilts & Timing Fund 2/26/93 94,609
Wells Fargo Bank, N.A. Money Market Fund 2/26/93 409,739 7/2/93 407,275
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 310,869
Wells Fargo Bank, N.A. Asset Allocation Fund 8/16/93 90,464 8/13/93 88,676
Wells Fargo Bank, N.A. Money Market Fund 7/2/93 407,275
Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 508,587
Series of Transactions
-------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund $207,489 $18,082
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 355,245 13,328
Wells Fargo Bank, N.A. Daily Bond Index Fund 49,516 1,200
Wells Fargo Bank, N.A. S&P 500 Stock Fund 567,528 7,814
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 88,762 3,547
Wells Fargo Bank, N.A. Tilts & Timing Fund 56,665 1,862
Wells Fargo Bank, N.A. Money Market Fund 485,446 0
Wells Fargo Bank, N.A. Money Market Transition Fund 1,544,524 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund 111,498 2,295
Wells Fargo Bank, N.A. Bond Index Fund 27,997 206
Wells Fargo Bank, N.A. S&P 500 Stock Fund 47,421 1,130
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 1,189 25
Wells Fargo Bank, N.A. Money Market Fund 48,098 0
Single Transactions
-------------------------
Selling
Identity of Party Involved Description Price Net Gain
- - ----------------------------------------- ----------------------------------- ------------ ------------
Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund
Collective Investment Funds
-----------------------------------
Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $310,869 $12,514
Wells Fargo Bank, N.A. S&P 500 Stock Fund 508,587 7,250
Wells Fargo Bank, N.A. Tilts & Timing Fund
Wells Fargo Bank, N.A. Money Market Fund 407,275 0
Mutual Funds
-----------------------------------
Wells Fargo Bank, N.A. Asset Allocation Fund
Wells Fargo Bank, N.A. Asset Allocation Fund 90,464 1,788
Wells Fargo Bank, N.A. Money Market Fund
Wells Fargo Bank, N.A. S&P 500 Stock Fund
</TABLE>
Financial Statements
Allied Color Industries, Inc.
Profit Sharing Plan for Associates of
Broadview Heights, OH, Greenville SC and Phoenix AZ
December 31, 1993 and 1992
<PAGE>
ALLIED COLOR INDUSTRIES, INC. PROFIT SHARING
PLAN FOR ASSOCIATES OF BROADVIEW
HEIGHTS, OH, GREENVILLE, SC, AND PHOENIX, AZ
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION> December 31 December 31
1993 1992
<S> <C> <C>
ASSETS
Hanna Stock Fund $14,271 $ -
Wells Fargo Collective Investment Funds 3,877,951 3,115,252
----------- -----------
TOTAL INVESTMENTS 3,892,222 3,115,252
Receivables:
Employer contribution receivable 206,854 296,121
Loans receivable 195,795 -
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,294,871 $3,411,373
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
ALLIED COLOR INDUSTRIES, INC. PROFIT SHARING
PLAN FOR ASSOCIATES OF BROADVIEW
HEIGHTS, OH, GREENVILLE, SC, AND PHOENIX, AZ
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION> Three-Way S&P US US
Asset Growth Midcap Treasury Tilts & Money
Sweep Allocation Stock Stock Allocation Timing Market
Account Fund Fund Fund Fund Fund Fund
--------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $370,626 $723,177 $371,177 $456,026 $352,316 $400,354 $737,697
Investment Income:
Interest 1,222 9,764
Mutual fund income
Gain on sale of investments 62,605 1,497 30,918 41,343 10,195
Unrealized appreciation of
investments 23,684 31,198
--------- --------- --------- --------- ---------- --------- ---------
1,222 62,605 1,497 54,602 41,343 41,393 9,764
Contributions:
Employees 16,589 20,700 96,715 12,197 24,655 94,641
Employer matching contributions
Employer profit sharing contributions (5,071) 63,076 42,981 46,656 39,320 44,577 80,227
Reverse 1992 employer receivable (296,121)
1993 employer receivable 206,854
--------- --------- --------- --------- ---------- --------- ---------
(94,338) 79,665 63,681 143,371 51,517 69,232 174,868
Distributions to employees
partially and wholly with-
drawn from the plan (62,330) (7,801) (3,250) (3,545) (11,189) (1,495) (12,240)
Net transfers (from) to other
funds 59,979 (857,597) (433,059) (258,925) (433,935) (161,421) (910,023)
Administrative expenses (171) (49) (46) (41) (52) (71) (66)
--------- --------- --------- --------- ---------- --------- ---------
NET ADDITIONS (95,638) (723,177) (371,177) (64,538) (352,316) (52,362) (737,697)
--------- --------- --------- --------- ---------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $274,988 $0 $0 $391,488 $0 $347,992 $0
========= ========= ========= ========= ========== ========= =========
Wellsfunds Wellsfunds Wellsfunds Wellsfunds Hanna
Asset Growth Money Treasury Stock
Allocation Stock Market Allocation Fund Loans Total
---------- ---------- ----------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $0 $0 $0 $0 $0 $3,411,373
Investment Income:
Interest 12,810 23,796
Mutual fund income 17,695 14,425 17,503 17,307 66,930
Gain on sale of investments 2,855 19,133 1,475 170,021
Unrealized appreciation of
investments 15,393 29,057 (3,411) (47) 95,874
---------- ---------- ----------- ---------- --------- --------- -----------
35,943 62,615 17,503 15,371 (47) 12,810 356,621
Contributions:
Employees 13,927 82,122 21,957 12,357 14,318 410,178
Employer matching contributions
Employer profit sharing contributions 311,766
Reverse 1992 employer receivable (296,121)
1993 employer receivable 206,854
---------- ---------- ----------- ---------- --------- --------- -----------
13,927 82,122 21,957 12,357 14,318 0 632,677
Distributions to employees
partially and wholly with-
drawn from the plan 0 (2,052) (712) (535) (105,149)
Net transfers (from) to other
funds 609,013 351,683 1,573,323 277,977 182,985 0
Administrative expenses (37) (33) (54) (31) (651)
---------- ---------- ----------- ---------- --------- --------- -----------
NET ADDITIONS 658,846 494,335 1,612,017 305,139 14,271 195,795 883,498
---------- ---------- ----------- ---------- --------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $658,846 $494,335 $1,612,017 $305,139 $14,271 $195,795 $4,294,871
========== ========== =========== ========== ========= ========= ===========
</TABLE>
Financial Statements
Bruck Plastics Company Profit Sharing Plan
December 31, 1993 and 1992
<PAGE>
BRUCK PLASTICS COMPANY PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 December 31
1993 1992
<S> <C> <C>
ASSETS
Hanna Stock Fund $91,893 $24,536
Wells Fargo Collective Investment Funds 4,228,126 4,108,256
----------- -----------
TOTAL INVESTMENTS 4,320,019 4,132,792
Receivables:
Employer contribution receivable 372,000 365,000
Loans receivable 248,034 203,940
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,940,053 $4,701,732
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
BRUCK PLASTICS COMPANY PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
Three-Way S&P US
Asset Growth 500 Treasury Money
Sweep Allocation Stock Stock Allocation Market
Account Fund Fund Fund Fund Fund
--------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $368,929 $665,200 $425,639 $552,058 $879,501 $1,581,928
Investment Income:
Interest 156 19,096
Mutual fund income
Gain on sale of investments 66,672 1,812 20,461 115,058
Unrealized appreciation of
investments
--------- --------- --------- --------- ----------- -----------
156 66,672 1,812 20,461 115,058 19,096
Contributions:
Employees (532) 16,468 17,307 14,769 13,665 16,009
Employer matching contribution
Employer profit sharing contribution (5,105) 53,569 43,792 47,848 88,341 88,413
Reverse 1992 employer receivable (365,000)
1993 employer receivable 372,000
--------- --------- --------- --------- ----------- -----------
1,363 70,037 61,099 62,617 102,006 104,422
Distributions to employees
partially and wholly with-
drawn from the plan (16,832) (7,344) (4,771) (7,075) (4,938) (264,470)
Net transfers (from) to other
funds 26,734 (794,527) (483,754) (628,042) (1,091,553) (1,440,835)
Administrative expenses (181) (38) (25) (19) (74) (141)
--------- --------- --------- --------- ----------- -----------
NET ADDITIONS 11,240 (665,200) (425,639) (552,058) (879,501) (1,581,928)
--------- --------- --------- --------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $380,169 $0 $0 $0 $0 $0
========= ========= ========= ========= =========== ===========
Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds Hanna
Asset Growth Money S&P Treasury Stock
Allocation Stock Market 500 Allocation Fund
---------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $0 $0 $0 $0 $24,537
Investment Income:
Interest
Mutual fund income 22,113 18,366 16,742 8,348 62,361
Gain on sale of investments 4,794 213 138 7,754 208
Unrealized appreciation of
investments 19,308 54,618 27,847 (10,467) 8,264
---------- ---------- ----------- ----------- ----------- ---------
46,215 73,197 16,742 36,333 59,648 8,472
Contributions:
Employees 18,298 20,872 12,247 19,250 12,819 3,917
Employer matching contribution 45,173
Employer profit sharing contribution 1,786
Reverse 1992 employer receivable
1993 employer receivable
---------- ---------- ----------- ----------- ----------- ---------
18,298 20,872 12,247 19,250 12,819 50,876
Distributions to employees
partially and wholly with-
drawn from the plan (75,268) (301,453) (78,254) (4,397)
Net transfers (from) to other
funds 849,034 538,426 1,227,615 645,966 1,098,460 12,415
Administrative expenses (30) (16) (87) (12) (44) (11)
---------- ---------- ----------- ----------- ----------- ---------
NET ADDITIONS 838,249 632,479 955,064 701,537 1,092,629 67,355
---------- ---------- ----------- ----------- ----------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $838,249 $632,479 $955,064 $701,537 $1,092,629 $91,892
========== ========== =========== =========== =========== =========
Loans Total
--------- ------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $203,940 $4,701,732
Investment Income:
Interest 16,376 35,628
Mutual fund income 127,930
Gain on sale of investments 217,110
Unrealized appreciation of
investments 99,570
--------- ------------
16,376 480,238
Contributions:
Employees 165,089
Employer matching contribution 45,173
Employer profit sharing contribution 318,644
Reverse 1992 employer receivable (365,000)
1993 employer receivable 372,000
--------- ------------
0 535,906
Distributions to employees
partially and wholly with-
drawn from the plan (12,343) (777,145)
Net transfers (from) to other
funds 40,061 0
Administrative expenses (678)
--------- ------------
NET ADDITIONS 44,094 238,321
--------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $248,034 $4,940,053
========= ============
</TABLE>
Financial Statements
Dayton Plastics Profit Sharing Plan
December 31, 1993 and 1992
<PAGE>
DAYTON PLASTICS PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 December 31
1993 1992
<S> <C> <C>
ASSETS
Society National Bank Collective Investment Funds $ - $4,073,104
Wells Fargo Collective Investment Funds 3,871,182 -
----------- -----------
TOTAL INVESTMENTS 3,871,182 4,073,104
Receivables:
Employer contribution receivable 129,300 -
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,000,482 $4,073,104
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
DAYTON PLASTICS PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
Three-Way S&P US US
Society Asset Growth 500 Treasury Tilts &
Treasury Sweep Allocation Stock Stock Allocation Timing
Fund Account Fund Fund Fund Fund Fund
----------- --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $4,073,104 $0 $0 $0 $0 $0 $0
Investment Income:
Interest
Mutual fund income
Gain on sale of investments 11,928 2,767 (810) 23,347 2,100
Unrealized appreciation of
investments 24,552 12,966
----------- --------- --------- --------- --------- ---------- ---------
0 24,552 11,928 2,767 (810) 23,347 15,066
Contributions:
Company profit sharing contribution 13,950 6,042 31,176 18,627 6,618
Restore forfeiture (22,256)
1993 employer receivable 129,300
----------- --------- --------- --------- --------- ---------- ---------
0 107,044 13,950 6,042 31,176 18,627 6,618
Distributions to employees
partially and wholly with-
drawn from the plan (10,209)
Net transfers (from) to other
funds (4,065,024) 49 (25,878) (8,809) (30,366) (41,974) 221,080
Administrative expenses (8,080)
----------- --------- --------- --------- --------- ---------- ---------
NET ADDITIONS (4,073,104) 131,645 0 0 0 0 232,555
----------- --------- --------- --------- --------- ---------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $131,645 $0 $0 $0 $0 $232,555
=========== ========= ========= ========= ========= ========== =========
Money Wellsfunds Wellsfunds Wellsfunds Wellsfunds Wellsfunds
Market Asset Growth Money S&P Treasury
Fund Allocation Stock Market 500 Allocation
--------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $0 $0 $0 $0 $0
Investment Income:
Interest 16,469
Mutual fund income 17,065 2,413 19,340 12,087 30,015
Gain on sale of investments 2,237 1,496 2,508 5,713
Unrealized appreciation of
investments 12,741 4,449 37,420 (7,038)
--------- ---------- ---------- ----------- ----------- ----------
16,469 32,043 8,358 19,340 52,015 28,690
Contributions:
Company profit sharing contribution 71,588
Restore forfeiture 22,256
1993 employer receivable
--------- ---------- ---------- ----------- ----------- ----------
71,588 0 0 22,256 0 0
Distributions to employees
partially and wholly with-
drawn from the plan (318,177) (4,484) (199,940) (2,874) (39,924)
Net transfers (from) to other
funds 230,120 631,355 74,601 1,527,613 945,060 542,173
Administrative expenses
--------- ---------- ---------- ----------- ----------- ----------
NET ADDITIONS 0 658,914 82,959 1,369,269 994,201 530,939
--------- ---------- ---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $658,914 $82,959 $1,369,269 $994,201 $530,939
========= ========== ========== =========== =========== ==========
Total
------------
<S> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $4,073,104
Investment Income:
Interest 16,469
Mutual fund income 80,920
Gain on sale of investments 51,286
Unrealized appreciation of
investments 85,090
------------
233,765
Contributions:
Company profit sharing contribution 148,001
Restore forfeiture 0
1993 employer receivable 129,300
------------
277,301
Distributions to employees
partially and wholly with-
drawn from the plan (575,608)
Net transfers (from) to other
funds 0
Administrative expenses (8,080)
------------
NET ADDITIONS (72,622)
------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $4,000,482
============
</TABLE>
Financial Statements
DH Compounding Savings and Retirement Plan
December 31, 1993 and 1992
<PAGE>
DH COMPOUNDING SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 December 31
1993 1992
<S> <C> <C>
ASSETS
Wells Fargo Collective Investment Funds $665,225 $419,056
--------- ---------
TOTAL INVESTMENTS 665,225 419,056
Receivables:
Loans receivable 61,522 29,110
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $726,747 $448,166
========= =========
See notes to financial statements.
</TABLE>
<PAGE>
DH COMPOUNDING SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION> Three-Way S&P
Asset 500 Money Wellsfunds Wellsfunds Wellsfunds
Sweep Allocation Stock Market Asset Money S&P
Account Fund Fund Fund Allocation Market 500 Loans
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $95,244 $257,453 $66,359 $0 $0 $0 $29,110
Investment Income:
Interest 1,366 4,701
Mutual fund income 4,501 1,702 4,077
Gain on sale of investments 10,859 8,598 249 203
Unrealized appreciation of
investments 18 3,450 12,821
--------- --------- --------- --------- --------- --------- --------- ---------
18 10,859 8,598 1,366 8,200 1,702 17,101 4,701
Contributions:
Employees (1,601) 25,159 26,743 13,476 26,384 14,256 30,609
Employer match contribution 47,699
Employer retirement contribution 20,679 26,240 9,857
--------- --------- --------- --------- --------- --------- --------- ---------
(1,601) 45,838 52,983 71,032 26,384 14,256 30,609 0
Distributions to employees
partially and wholly with-
drawn from the plan (1,255) (2,427) (2,341) (2,333) (755) (763) (2,611)
Net transfers (from) to other
funds 1,583 (150,517) (316,475) (136,360) 148,102 127,305 296,040 30,322
Administrative expenses (169) (132) (56) (248) (126) (249)
--------- --------- --------- --------- --------- --------- --------- ---------
NET ADDITIONS 0 (95,244) (257,453) (66,359) 180,105 142,382 342,738 32,412
--------- --------- --------- --------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $0 $0 $0 $180,105 $142,382 $342,738 $61,522
========= ========= ========= ========= ========= ========= ========= =========
Total
---------
<S> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $448,166
Investment Income:
Interest 6,067
Mutual fund income 10,280
Gain on sale of investments 19,909
Unrealized appreciation of
investments 16,289
---------
52,545
Contributions:
Employees 135,026
Employer match contribution 47,699
Employer retirement contribution 56,776
---------
239,501
Distributions to employees
partially and wholly with-
drawn from the plan (12,485)
Net transfers (from) to other
funds 0
Administrative expenses (980)
---------
NET ADDITIONS 278,581
---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $726,747
=========
</TABLE>
Financial Statements
Fiberchem, Inc. 401(K) Savings Plan
December 31, 1993 and 1992
<PAGE>
FIBERCHEM, INC. 401(K) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 December 31
1993 1992
<S> <C> <C>
ASSETS
Hanna Stock Fund $125,370 $ -
Wells Fargo Collective Investment Funds 681,159 477,671
---------- ----------
TOTAL INVESTMENTS 806,529 477,671
Receivables:
Employer and employee contributions - 39,991
Loans receivable 12,477 -
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $819,006 $517,662
========== ==========
See notes to financial statements.
</TABLE>
<PAGE>
FIBERCHEM, INC. 401(K) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
Three-Way S&P US
Asset Growth 500 Treasury Money Wellsfunds
Sweep Allocation Stock Stock Allocation Market Asset
Account Fund Fund Fund Fund Fund Allocation
--------- --------- --------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $517,622 $0 $0 $0 $0 $0 $0
Investment Income:
Interest 3,770 1,061
Mutual fund income 10,438
Gain on sale of investments 13,419 3,957 798 1,293 782
Unrealized appreciation of
investments 8,498
--------- --------- --------- --------- ---------- --------- ----------
3,770 13,419 3,957 798 1,293 1,061 19,718
Contributions:
Employees (156) 65,415 18,271 4,979 5,911 37,693 77,109
Employer contributions 7,377 1,947 743 540 438
Reverse 1992 receivable (39,991)
--------- --------- --------- --------- ---------- --------- ----------
(40,147) 72,792 20,218 5,722 6,451 38,131 77,109
Distributions to employees
partially and wholly with-
drawn from the plan (2,371) (1,634) (1,617) (1,604) (25) (30,005) (211)
Net transfers (from) to other
funds (478,874) (84,577) (22,558) (4,916) (7,719) (9,187) 322,303
--------- --------- --------- --------- ---------- --------- ----------
NET ADDITIONS (517,622) 0 0 0 0 0 418,919
--------- --------- --------- --------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $0 $0 $0 $0 $0 $418,919
========= ========= ========= ========= ========== ========= ==========
Wellsfunds Wellsfunds Wellsfunds Wellsfunds Hanna
Growth Money S&P Treasury Stock
Stock Market 500 Allocation Fund Loans Total
---------- ----------- ----------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $0 $0 $0 $0 $0 $517,622
Investment Income:
Interest 276 5,107
Mutual fund income 4,225 394 624 1,983 17,664
Gain on sale of investments 500 212 79 402 21,442
Unrealized appreciation of
investments 11,097 1,550 (484) 14,978 35,639
---------- ----------- ----------- ---------- --------- --------- ------------
15,822 394 2,386 1,578 15,380 276 79,852
Contributions:
Employees 21,349 6,771 8,302 7,143 39,212 291,999
Employer contributions 14,497 25,542
Reverse 1992 receivable (39,991)
---------- ----------- ----------- ---------- --------- --------- ------------
21,349 6,771 8,302 7,143 53,709 0 277,550
Distributions to employees
partially and wholly with-
drawn from the plan (3,455) (5,219) (3,804) (2,804) (3,269) (56,018)
Net transfers (from) to other
funds 111,543 27,905 44,432 29,897 59,550 12,201 0
---------- ----------- ----------- ---------- --------- --------- ------------
NET ADDITIONS 145,259 29,851 51,316 35,814 125,370 12,477 301,384
---------- ----------- ----------- ---------- --------- --------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $145,259 $29,851 $51,316 $35,814 $125,370 $12,477 $819,006
========== =========== =========== ========== ========= ========= ===========
</TABLE>
Financial Statements
Texapol Corporation Employees' 401(K) Savings Plan
December 31, 1993 and 1992
<PAGE>
TEXAPOL CORPORATION
EMPLOYEES' 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION> December 31 December 31
1993 1992
<S> <C> <C>
ASSETS:
Cookson American Master Funds $ - $220,616
Hanna Stock Fund 2,475 -
Wells Fargo Collective Investment Funds 297,600 -
---------- ----------
TOTAL INVESTMENTS 300,075 220,616
Receivables:
Contribution receivable - 231
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $300,075 $220,847
========== ==========
See notes to financial statements.
</TABLE>
<PAGE>
TEXAPOL CORPORATION
EMPLOYEES' 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(UNAUDITED)
<TABLE>
<CAPTION>
Cookson Cookson Cookson Cookson Wells Fargo Wellsfunds Wellsfunds
Stock Balanced Bond Money Sweep Asset Money
Fund Fund Fund Market Account Allocation Market
--------- --------- --------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $119,401 $35,565 $31,567 $34,314 $0 $0 $0
Investment Income:
Interest 166
Mutual fund income 5,118 2,200 2,485 615 1,472 160
Gain on sale of investments
Unrealized appreciation of
investments (1,733)
--------- --------- --------- --------- --------- ---------- -----------
5,118 2,200 2,485 615 166 (261) 160
Contributions:
Employees 32,726 8,311 6,162 7,684 8,466 1,494
Employer match 7,736 1,831 1,441 1,821 922 179
--------- --------- --------- --------- --------- ---------- -----------
40,462 10,142 7,603 9,505 0 9,388 1,673
Distributions to employees
partially and wholly with-
drawn from the plan (9,048) (2,044) (2,108) (11,788)
Net transfers (from) to other
funds (155,933) (45,863) (39,547) (32,646) (166) 106,043 13,695
--------- --------- --------- --------- --------- ---------- -----------
NET ADDITIONS (119,401) (35,565) (31,567) (34,314) 0 115,170 15,528
--------- --------- --------- --------- --------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $0 $0 $0 $0 $0 $115,170 $15,528
========= ========= ========= ========= ========= ========== ===========
Wellsfunds Wellsfunds Hanna
S&P Treasury Stock
500 Allocation Fund Total
----------- ----------- --------- ------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1992 $0 $0 $0 $220,847
Investment Income:
Interest 166
Mutual fund income 1,069 582 13,701
Gain on sale of investments (17) (1,166) (1,183)
Unrealized appreciation of
investments (1,319) (673) (3) (3,728)
----------- ----------- --------- ------------
(267) (1,257) (3) 8,956
Contributions:
Employees 11,689 949 77,481
Employer match 1,259 116 2,474 17,779
----------- ----------- --------- ------------
12,948 1,065 2,474 95,260
Distributions to employees
partially and wholly with-
drawn from the plan (24,988)
Net transfers (from) to other
funds 144,714 9,699 4 0
----------- ----------- --------- ------------
NET ADDITIONS 157,395 9,507 2,475 79,228
----------- ----------- --------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1993 $157,395 $9,507 $2,475 $300,075
=========== =========== ========= ============
</TABLE>
