SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
(X) ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Year Ended December 31, 1993
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
----- -----
Commission file number: Whitman Corporation 1-4710
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
WHITMAN CORPORATION
3501 Algonquin Road
Rolling Meadows, Illinois 60008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
RETIREMENT SAVINGS PLAN
FOR WHITMAN CORPORATION
By: /S/ RAYMOND B. WERNTZ
--------------------------------------
Raymond B. Werntz
Vice President-Benefits & Compensation
Dated: June 28, 1994
Retirement Savings Plan
for
WHITMAN CORPORATION
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Independent Auditors Reports
Financial Statements:
Statement of Net Assets Available for Benefits as
of December 31, 1993 and 1992
Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 1993
and 1992
Notes to Financial Statements
Schedules Supporting Financial Statements:
Schedule A - Item 27a - Schedule of Assets Held
For Investment Purposes as of December 31, 1993
Schedule B - Item 27d - Schedule of Reportable
Transactions for the Year Ended December 31, 1993
Exhibits:
EX99.a -- Exhibit A -- Summary Annual Report.
EX99.b -- Exhibit B -- Independent Auditors Consents.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of Retirement Savings Plan for Whitman
Corporation:
We have audited the accompanying statement of net assets available for
benefits of RETIREMENT SAVINGS PLAN FOR WHITMAN CORPORATION as of December
31, 1993, and the related statement of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1993, and the changes in net assets available for
benefits for the year then ended, in conformity with generally accepted
accounting principles.
We performed our audit for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1993, and reportable
transactions 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.
The schedule of assets held for investment purposes as of December 31,
1993, that accompanies the Plan's financial statements does not disclose
historical cost of certain Plan assets held by the Plan trustee.
Disclosure of this information is required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
June 20, 1994
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Retirement Savings Plan for
Whitman Corporation:
We have audited the accompanying statement of net assets available for
benefits of the Retirement Savings Plan for Whitman Corporation as of
December 31, 1992, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1992. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Retirement Savings Plan for Whitman Corporation as of December 31, 1992,
and charges in net assets available for benefits for the year ended
December 31, 1992, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick
Chicago, Illinois
May 28, 1993
<TABLE>
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1993
<CAPTION>
Participant Directed
Investment Funds
-------------------------------------------------------
Total Fund C Fund C1 Fund E1 Fund F1
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Value
Whitman Corporation Common Stock $ 35,820,915 $ 35,820,915 --- --- ---
Pet Incorporated Common Stock 22,599,727 --- 22,599,727 --- ---
Shares of Registered Investment Company -
Vanguard Windsor Mutual Fund 32,258,498 --- --- 32,258, 498 ---
Investments at Contract Value
Guaranteed Investment Contracts -
John Hancock Mutual Life Insurance Company 63,918,902 --- --- --- 63,918, 902
Contributions Receivable:
Participant 522,736 72,978 --- 202,591 247,167
Employer, net of forfeitures 477,958 101,197 --- 173,935 202,826
Dividends Receivable 268,752 165,135 103,617 --- ---
Accrued Interest Receivable 4,101 945 721 671 1,764
Cash and Cash Equivalents 1,661,079 263,954 201,560 265,924 929,641
-------------- ------------- ------------- ------------- -------------
Total Assets $ 157,532,668 $ 36,425,124 $ 22,905,625 $ 32,901,619 $ 65,300,300
-------------- ------------- ------------- ------------- -------------
Liabilities:
Whitman Cash Advance 656,917 151,091 85,399 137,953 282,474
Accrued Expenses 93,199 21,585 13,626 19,451 38,537
-------------- ------------- ------------- ------------- -------------
Total Liabilities 750,116 172,676 99,025 157,404 321,011
-------------- ------------- ------------- ------------- -------------
Net Assets Available for Benefits $ 156,782,552 $ 36,252,448 $ 22,806,600 $ 32,744,215 $ 64,979,289
============== ============= ============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1992
<CAPTION>
Participant Directed
Investment Funds
------------------------------------------------------
Total Fund C Fund C1 Fund E1 Fund F1
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Value
Whitman Corporation Common Stock $ 31,527,417 $ 31,527,417 --- --- ---
Pet Incorporated Common Stock 23,990,247 23,990,247
Shares of Registered Investment Company -
Vanguard Windsor Mutual Fund 22,206,141 --- --- 22,206,141 ---
Investments at Contract Value
Guaranteed Investment Contracts -
John Hancock Mutual Life Insurance Company 58,882,143 --- --- --- 58,882,143
Contributions Receivable:
Participant 420,805 55,015 --- 151,246 214,544
Employer, net of forfeitures 404,888 88,520 --- 137,382 178,986
Dividends Receivable 238,248 139,207 99,041 --- ---
Accrued Interest Receivable 7,641 1,633 2,085 790 3,133
Cash and Cash Equivalents 2,758,572 636,653 484,451 448,423 1,189,045
-------------- ------------- ------------- ------------- -------------
Total Assets $ 140,436,102 $ 32,448,445 $ 24,575,824 $ 22,943,982 $ 60,467,851
-------------- ------------- ------------- ------------- -------------
Liabilities:
Whitman Cash Advances 710,658 237,715 --- 96,649 376,294
Accrued Expenses 189,991 40,601 51,829 19,645 77,916
-------------- ------------- ------------- ------------- -------------
Total Liabilities 900,649 278,316 51,829 116,294 454,210
-------------- ------------- ------------- ------------- -------------
Net Assets Available For Benefits $ 139,535,453 $ 32,170,129 $ 24,523,995 $ 22,827,688 $ 60,013,641
============== ============= ============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1993
<CAPTION>
Participant Directed
Investment Funds
------------------------------------------------------
Total Fund C Fund C1 Fund E1 Fund F1
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 3,695,080 $ 636,535 $ 387,909 $ 2,670,636 $ ---
Interest 4,088,370 26,345 17,647 21,210 4,023,168
-------------- ------------- ------------- ------------- -------------
7,783,450 662,880 405,556 2,691,846 4,023,168
Net Appreciation in Fair -------------- ------------- ------------- ------------- -------------
Value of Investments 5,773,496 3,277,524 490,390 2,005,582 ---
-------------- ------------- ------------- ------------- -------------
Contributions:
Participants 7,381,024 1,090,568 --- 2,820,196 3,470,260
Employer, net of forfeitures 6,652,564 1,503,289 --- 2,355,171 2,794,104
-------------- ------------- ------------- ------------- -------------
14,033,588 2,593,857 --- 5,175,367 6,264,364
-------------- ------------- ------------- ------------- -------------
Total Additions 27,590,534 6,534,261 895,946 9,872,795 10,287,532
Less:
Participants' Withdrawals (9,508,619) (2,091,113) (1,555,587) (1,520,832) (4,341,087)
Administrative Expenses (834,816) (187,006) (118, 050) (168,516) (361,244)
Interfund Transfers --- (173,823) (939,704) 1,733,080 (619,553)
-------------- ------------- ------------- ------------- -------------
Net Change During Period 17,247,099 4,082,319 (1,717,395) 9,916,527 4,965,648
Net Assets Available for Benefits:
At December 31, 1992 139,535,453 32,170,129 24,523,995 22,827,688 60,013,641
-------------- ------------- ------------- ------------- -------------
At December 31, 1993 $ 156,782,552 $ 36,252,448 $ 22,806,600 $ 32,744,215 $ 64,979,289
============== ============= ============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1992
<CAPTION>
Participant Directed
Investment Funds
------------------------------------------------------
Total Fund C Fund C1 Fund E1 Fund F1
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 2,303,215 $ 547,584 $ 372,789 $ 1,382,842 $ ---
Interest 4,428,668 17,881 22,564 8,545 4,379,678
-------------- ------------- ------------- ------------- -------------
6,731,883 565,465 395,353 1,391,387 4,379,678
Net Appreciation (Depreciation) -------------- ------------- ------------- ------------- -------------
in Fair Value of Investments (5,846,914) 2,699,211 (10,102,093) 1,555,968 ---
-------------- ------------- ------------- ------------- -------------
Contributions:
Participants 7,137,257 975,630 --- 2,558,941 3,602,686
Employer, net of forfeitures 6,564,624 1,574,240 --- 2,134,533 2,855,851
-------------- ------------- ------------- ------------- -------------
13,701,881 2,549,870 --- 4,693,474 6,458,537
-------------- ------------- ------------- ------------- -------------
Total Additions 14,586,850 5,814,546 (9,706,740) 7,640,829 10,838,215
Less:
Participants' Withdrawals (17,031,319) (3,177,711) (3,319,439) (1,632,842) (8,901,327)
Administrative Expenses (1,189,559) (241,386) (308,143) (116,795) (523,235)
Interfund Transfers --- (813,869) (1,194,483) 2,149,242 (140,890)
------------- ------------- ------------- ------------- -------------
Net Change During Period (3,634,028) 1,581,580 (14,528,805) 8,040,434 1,272,763
Net Assets Available for Benefits:
At December 31, 1991 143,169,481 30,588,549 39,052,800 14,787,254 58,740,878
------------- ------------- ------------- ------------- -------------
At December 31, 1992 $ 139,535,453 $ 32,170,129 $ 24,523,995 $ 22,827,688 $ 60,013,641
============= ============= ============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1993 and 1992
(1) Description of Plan
The following brief description of the Retirement Savings Plan for
Whitman Corporation (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan s provisions.
General
The Plan is a defined contribution plan which covers eligible
employees of Whitman Corporation and those of its subsidiary companies
which adopt the Plan, with any company having adopted the Plan along with
Whitman Corporation being considered an Employer. Any salaried, non-union
employee who has met limited employment requirements and has elected to
participate in the Plan is considered a Participant. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Participant contributions are made to the Plan through periodic
payroll deductions in amounts ranging from 2% to 6% of base salary, in 1%
increments. Participant contributions made via periodic payroll deductions
are matched in equal amounts by Employer contributions.
The total annual pre-tax contributions by a Participant were limited
in 1993 to the lesser of $8994 (as adjusted to reflect changes in the cost
of living pursuant to Section 402(g) of the Internal Revenue Code) or the
appropriate percentage of the Participant s total compensation during the
year.
Forfeitures
Forfeited Employer contributions resulting from terminations of
employment are used to reduce Employer contributions after a Participant
has terminated or withdrawn from the Plan. In the event a Participant is
rehired and repaid the amount disbursed to him from the Plan within the
time period specified in the Plan, the Employer is required to restore to
the Participant's account any previously forfeited amount used to reduce
contributions.
Plan Termination
Although it has not expressed any intent to do so, Whitman Corporation
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 percent vested in their
accounts.
Cash and Cash Equivalents
Cash and cash equivalents consist of deposits with banks and financial
institutions which are unrestricted as to withdrawal or use, and which have
an original maturity of three months or less.
Investment of Contributions
Participants in the Plan have the right to direct that their
contributions be invested in one or more funds designated by the Plan s
Administrative Committee as available for investment purposes. As of
December 31, 1993 contributions may be invested in Fund C (common stock of
Whitman Corporation), Fund E1 (open-ended growth and income equity mutual
fund), or Fund F1 (fixed income fund consisting of guaranteed investment
contracts issued by John Hancock Mutual Life Insurance Company), or in a
combination of two or more funds in multiples of 25%. Future
contributions may not be directed into Fund C1 (common stock of Pet
Incorporated).
Employer matching contributions must be directed into the same funds,
using the same percentages, as Participant contributions. Earnings on
investments in each of the investment funds are reinvested in the
respective funds.
Participant Accounts
Each Participant s account is credited with the Participant s
contribution, Employer contributions, and an allocation of Plan earnings.
Allocations of earnings are based on Participant account balances. The
benefit to which a Participant is entitled is the benefit that can be
provided from the Participant s account.
Vesting
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Participants will be 100% vested in Employer
contributions made after completion of 5 years of vesting service, if
permanently disabled, upon attainment of age 65, or if terminated by an
Employer for specific reasons. Effective January 1, 1994, Participants are
immediately vested in all prior and future Employer matching contributions.
Payment of Benefits
On termination of service, a Participant may elect to receive the
value of his or her account in either a lump sum payment, in annual
installments over a period of up to fifteen years, or in the form of an
immediate or deferred annuity.
Expenses
Administrative expenses for the preparation and maintenance of Plan
financial records and Participant statements, and service fees on insurance
contracts are paid from Plan assets. Trustee, legal, and all other
expenses are also paid from Plan assets to the extent that those expenses
of the Plan are not paid by the participating Employers or from
forfeitures.
2) Summary of Significant Accounting Policies
The financial statements of the Plan are prepared under the accrual
method of accounting. Quoted market prices which approximates fair value
are used to value the Plan s common stock and mutual fund investments.
Investments of the fixed income funds are valued at cost plus accumulated
interest which approximates fair value. Benefits are recorded when paid.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
(3) Tax Status
The Internal Revenue Service has determined and informed the Company
by a letter dated January 4, 1989 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel believe
that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
(4) Investments
Except for its mutual fund and fixed income investments, the Plan s
investments are held by a bank-administered trust fund. The following
table presents the fair values of the Plan s investments. Investments that
represent 5 percent or more of the Plan s net assets are separately
identified.
December 31, 1993 December 31, 1992
------------------- -------------------
Number Fair Number Fair
of Shares Value of Shares Value
--------- -------- --------- -------
Investment at Fair Value
as Determined by Quoted
Market Price:
Whitman Corporation Common
Stock 2,204,364 $35,820,915 2,137,452 $31,527,417
Pet Incorporated Common
Stock 1,291,413 $22,599,727 1,411,191 $23,990,247
Vanguard Windsor Mutual
Fund 2,319,087 $32,258,498 1,743,025 $22,206,141
Investments at cost plus
accumulated interest,
which approximates fair
value:
Guaranteed Investment
Contracts -
John Hancock Mutual Life
Insurance Co. --- $63,918,902 --- $58,882,143
During 1993, the Plan's investments (including investments bought, sold,
and held during the year) appreciated in value by $5,773,496 as follows:
Net change in Fair Value
Investments at Fair Value as Determined
by Quoted Market Price Year Ended December 31, 1993
- - --------------------------------------- ----------------------------
Common stocks $ 3,767,914
Open-ended growth and income equity mutual fund 2,005,582
--------------
Net Change in Fair Value $ 5,773,496
==============
(5) Investment Contracts With Insurance Company
The Plan has entered into various investment contracts with John
Hancock Mutual Life Insurance Company (Hancock). The contracts are
guaranteed investment contracts under which Hancock guarantees the
principal for the duration of the contract. Earnings from the contracts
are credited to Fund E1, and are based on a fixed rate of interest for the
duration of the contract. Hancock fees are included in administrative
expenses. The contracts are included in the financial statements at
contract value, which approximates fair value, as reported to the Plan by
Hancock. Contract value represents contributions made under the contracts,
plus earnings, less Plan withdrawals and administrative expenses.
(6) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
December 31,
---------------------------
1993 1992
------ ------
Net assets available for benefits per
the financial statements $156,782,552 $ 139,535,453
Amounts allocated to withdrawing
participants (3,081,320) (2,247,801)
------------- -------------
Net assets available for benefits per
the Form 5500 153,701,232 137,287,652
============= =============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1993
------------------
Benefits paid to participants per the financial
statements $ 9,508,619
Add: Amounts allocated to withdrawing participants at
December 31, 1993 3,081,320
Less: Amounts allocated to withdrawing participants at
December 31, 1992 (2,247,801)
------------
Benefits paid to participants per the Form 5500 $10,342,138
============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, 1993 but not yet paid as of that date.
(7) Reclassifications
Certain 1992 balances have been reclassified to conform with 1993
presentation.
(8) Subsequent Events
The Plan was amended effective January 1, 1994 to allow participants
to increase their savings rate to 10% from the previous maximum of 6%.
Participant contributions up to 6% are 100% matched by the Employer. The
Plan was also amended so that, as of January 1, 1994, all prior and future
Employer contributions are 100% vested. New investment options are
available, and the Vanguard Windsor mutual fund is no longer available,
effective January 1, 1994. All assets of the Plan were transferred to a
new trustee, The Northern Trust Company, in January, 1994. The
recordkeeping for the Plan was transferred to Wyatt Asset Services, Inc. in
January, 1994.
SCHEDULE A
RETIREMENT SAVINGS PLAN
FOR
WHITMAN CORPORATION
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
Identity of Issue Description of Investment Cost Current Value
- - ----------------- ------------------------- ---- -------------
Fund C
Whitman Corporation
Common** Stock No par value $18,510,638 $35,820,915
Fund C1
Pet Incorporated
Common Stock $0.01 par value $15,143,794 $22,599,727
Fund E1
The Vanguard Group Windsor Mutual Fund * $32,258,498
(open ended growth and
income equity fund)
Fund F1
John Hancock Mutual Guaranteed Investment
Life Insurance Company Contract $13,781,546 $13,781,546
(interest rate of 3.43%)
John Hancock Mutual Guaranteed Investment
Life Insurance Company Contract $22,525,411 $22,525,411
(interest rate of 4.86%)
John Hancock Mutual Guaranteed Investment
Life Insurance Company Contract $13,829,065 $13,829,065
(interest rate of 8.81%)
John Hancock Mutual Guaranteed Investment
Life Insurance Company Contract $13,782,880 $13,782,880
(interest rate of 7.15%) ----------- -----------
Total * $154,598,042
=========== ============
*Historical cost information is not available.
**Represents a party in interest as of December 31, 1993
See accompanying independent auditors report.
SCHEDULE B
<TABLE>
Retirement Savings Plan for
Whitman Corporation
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1993
<CAPTION>
Purchases Sales
-------------------------- ------------------------------------
Identity of Number of Purchase Number of Selling Cost of Net Gain
Party Involved Description of Assets Transactions Price Transactions Price Asset (Loss)
- - -------------- ---------------------- ------------ --------- ------------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Continental Trust
Company Short-Term Inv. II Fund 51 $14,363,883 155 $15,380,109 $15,380,109 ---
The Vanguard
Group Windsor Mutual Fund 15 $8,218,598 --- --- --- ---
See Accompanying Independent Auditors Reports.
</TABLE>
EXHIBIT A
SUMMARY ANNUAL REPORT
RETIREMENT SAVINGS PLAN FOR WHITMAN CORPORATION
This is a summary of the annual report for the Retirement Savings
Plan for Whitman Corporation, EIN 36-6076573 for January 1, 1993
through December 31, 1993. The annual report has been filed with
the Internal Revenue Service, as required under the Employee
Retirement Income Security Act of 1974 (ERISA).
BASIC FINANCIAL STATEMENT
- - -------------------------
Benefits under the Plan are provided by a trust or arrangement
providing benefits partially through insurance and/or annuity
contracts.
Plan expenses were $10,343,435. These expenses included $9,508,619
in benefits paid to participants and beneficiaries and $834,816 in
other expenses. A total of 4,363 persons were participants in or
beneficiaries of the plan at the end of the plan year, although not
all of these persons had yet earned the right to receive benefits.
The value of the plan assets, after subtracting liabilities of the
plan, was $156,782,552 as of December 31, 1993, compared to
$139,535,453 as of December 31, 1992. During the plan year, the
plan experienced an increase in its net assets of $17,247,099.
This increase includes unrealized appreciation or depreciation in
the value of plan assets; that is, the difference between the value
of the plan's assets at the end of the year and the value of assets
at the beginning of the year or the cost of assets acquired during
the year. The plan had total income of $27,590,334 including
participant contributions of $7,381,024, employer contributions of
$6,652,564 and a gain from investments of $13,556,946.
YOUR RIGHT TO ADDITIONAL INFORMATION
- - ------------------------------------
You have the right to receive a copy of the full annual report, or
any part thereof, on request. The items listed below are included
in that report:
1. an accountant s report;
2. assets held for investment purposes;
3. schedule of reportable transactions;
4. Form 11-K Annual Report to the Securities and Exchange
Commission; and
5. insurance information.
To obtain a copy of the full annual report, or any part thereof,
write or call the office of Raymond B. Werntz, who is Vice
President - Benefits and Compensation, III Crossroads of Commerce,
3501 Algonquin Road, Rolling Meadows, Illinois 60008. (708) 818-
5012*. The charge to cover copying costs will be $10.50 for the
full annual report or $.15 per page for any part thereof.
You also have the right to receive from the plan administrator, on
request and at no charge, a statement of the net assets available
for benefits of the plan and accompanying notes, or a statement of
changes in net assets available for benefits of the plan and
accompanying notes, or both. If you request a copy of the full
annual report from the plan administrator, these two statements and
accompanying notes will be included as part of the report. The
charge to cover copying costs given does not include a charge for
the copying of these portions of the report because these portions
are furnished without charge.
You also have the legally protected right to examine the annual
report at the main office of the plan (III Crossroads of Commerce,
3501 Algonquin Road, Rolling Meadows, Illinois 60008, (708) 818-
5012, the office of your personnel representative, and at the U.S.
Department of Labor in Washington, DC or to obtain a copy from the
U.S. Department of Labor upon payment of copying costs. Requests
to the Department should be addressed to: Public Disclosure Room,
N4677, Pension and Welfare Benefit Programs, Frances Perkins
Department of Labor Building, 200 Constitution Avenue, NW,
Washington, DC, 20216.
EXHIBIT B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 11-K into
Whitman Corporation's previously filed Registration Statement on
Form S-8 (Registration Nos. 33-28238 and 33-22680).
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
June 28, 1994
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders of
Whitman Corporation:
We consent to incorporation by reference in Registration Statement
Nos. 33-28238 and 33-65006 on Form S-8 of Whitman Corporation of
our report dated May 28, 1993, relating to the statement of net
assets available for benefits of the Retirement Savings Plan for
Whitman Corporation as of December 31, 1992, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1992, which report appears in the annual
report on Form 11-K of the Retirement Savings Plan for Whitman
Corporation for the year ended December 31, 1993.
KPMG Peat Marwick
Chicago, Illinois
June 27, 1994
