<PAGE> 1
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number 2-91694
INSTRON CORPORATION SAVINGS AND SECURITY PLAN
(Full title of the plan)
INSTRON CORPORATION
100 ROYALL STREET
CANTON, MASSACHUSETTS 02021
(Name and address of principal executive office of issuer of the securities
held pursuant to the plan)
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
June 23, 1995 INSTRON CORPORATION
By: /s/ Linton A. Moulding
-----------------------
Linton A. Moulding
Chief Financial Officer
<PAGE> 3
INSTRON CORPORATION
SAVINGS AND SECURITY PLAN
FINANCIAL STATEMENTS
December 31, 1994
3
<PAGE> 4
Financial Statements and Exhibits
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
a. Financial Statements
Report of Independent Accountants 5
Statements of Financial Condition as
of December 31, 1994 and 1993 6
Statements of Income and Changes in Plan
Equity for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992 7
Notes to Financial Statements 8-21
b. Exhibits
Exhibit I - Consent of Independent Accountants 22
</TABLE>
4
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Instron Corporation Savings and
Security Plan
We have audited the accompanying statements of financial condition of Instron
Corporation Savings and Security Plan as of December 31, 1994 and 1993, and the
related statements of income and changes in plan equity for each of the three
years in the period ended December 31, 1994. These financial statements are
the responsibility of the Plan Administrator. 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 financial position of Instron Corporation Savings
and Security Plan as of December 31, 1994 and 1993, and the results of
operations and changes in plan equity for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 23, 1995
5
<PAGE> 6
INSTRON CORPORATION SAVINGS
AND SECURITY PLAN
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
----------------------------
1994 1993
---- ----
<S> <C> <C>
Assets
- ------
Cash $ 63,489 $ 22,431
Investment in Instron Corporation
Common Stock, at fair value
(cost $4,704,620 at December 31,
1994, and $4,100,479 at December 31,
1993) 5,432,938 4,236,367
Shares of Registered Investment Companies,
at fair value
(cost $11,046,697 at December 31,
1994 and 9,155,396 at December 31,
1993) 10,574,003 9,567,173
Common/Collective Investment Trust, at
contract value 4,430,607 4,035,771
Corporate Stocks, at fair value
(Cost $39,602 at December 31, 1994 and
$33,385 at December 31, 1993) 32,653 34,476
Loans receivable from Plan
participants 865,885 775,139
Dividends receivable 13,063 11,410
Other receivable 668 36,291
----------- -----------
Total Plan Assets $21,413,306 $18,719,058
=========== ===========
Liabilities and Plan Equity
---------------------------
Accounts payable $ 66,771 $ 35,195
Plan equity 21,346,535 18,683,863
----------- -----------
Total Liabilities and Plan Equity $21,413,306 $18,719,058
=========== ===========
</TABLE>
See accompanying notes to the financial statements.
6
<PAGE> 7
INSTRON CORPORATION SAVINGS
AND SECURITY PLAN
STATEMENTS OF INCOME
AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
For the year For the year For the year
ended ended ended
December 31, 1994 December 31, 1993 December 31, 1992
----------------- ----------------- -----------------
<S> <C> <C> <C>
Investment income:
Interest $ 318,891 $ 306,142 $ 317,136
Dividends on Instron
Corporation Common Stock 49,307 43,458 44,993
Other dividends 829,769 715,521 455,172
----------- ----------- -----------
Net investment income 1,197,967 1,065,121 817,301
----------- ----------- -----------
Net appreciation (depreciation) in
the fair value of investments (267,947) 847,918 346,993
----------- ----------- -----------
Net additions
from investment activity 930,020 1,913,039 1,164,294
----------- ----------- -----------
Contributions:
Participants 1,702,228 1,784,964 1,293,656
Employer 496,690 426,979 263,623
----------- ----------- -----------
2,198,918 2,211,943 1,557,279
----------- ----------- -----------
Total additions 3,128,938 4,124,982 2,721,573
----------- ----------- -----------
Less, benefit and termination
payments to participants:
Distributions paid to
participants 466,266 980,466 807,943
----------- ----------- -----------
2,662,672 3,144,516 1,913,630
----------- ----------- -----------
Assets acquired in merger
of LMS (see Note 1) 0 220,363 0
----------- ----------- -----------
Net increase in plan
equity 2,662,672 3,364,879 1,913,630
Plan equity at beginning
of year 18,683,863 15,318,984 13,405,354
----------- ----------- -----------
Plan equity at end of year $21,346,535 $18,683,863 $15,318,984
=========== =========== ===========
</TABLE>
See accompanying notes to the financial statements.
7
<PAGE> 8
INSTRON CORPORATION SAVINGS
AND SECURITY PLAN
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN
The following description of the Instron Corporation Savings and
Security Plan (the "Plan") is intended to give a general summary of its
principal provisions. Reference is made to the Plan document for a more
complete description of the Plan.
The Plan was originally effective July 1, 1984 and was last amended
and restated in its entirety effective generally January 1, 1989. The Plan was
amended during the 1992 Plan year in order to allow for the suspension of
Instron Corporation's (the "Company") matching contribution for a 5-month
period. The Plan has been amended effective January 1, 1993 to permit
employees to make pre-tax and after-tax contributions during their first year
of employment. Employees are required to complete one year of eligibility
service (as defined in the Plan) before their contributions will be eligible
for a matching Company contribution. In addition, the Plan has been amended
effective February, 1993 to provide that the Instron Corporation Savings and
Security Plan Committee (the "Committee"), rather than the Trustee, will vote
proxies and take similar actions related to the Plan's securities ownership,
other than Instron Common Stock. This latter amendment does not apply to
actions relating to Instron Common Stock for which pass-through voting to Plan
Participants is required.
On August 4, 1993 the Laboratory MicroSystems, Inc. Retirement and
Savings Plan and Trust ("The LMS Plan") was merged with the Plan. Accordingly,
the assets and liabilities of The LMS Plan were merged with the assets and
liabilities of the Plan as of August 4, 1993. Solely for the purpose of
S.401(a)(26) of the Internal Revenue Code of 1986 (the "Code"), this merger is
deemed effective from November 1, 1991. Effective on and after November 1,
1991, the Plan shall consist of two parts, as follows:
1. The Instron Corporation Savings and Security Plan and Trust dated
September 19, 1984, as amended and restated as of January 1, 1989, as
further amended, and as may be further amended from time to time
"Division I or the "Instron Plan"); and
2. The Laboratory MicroSystems, Inc. Retirement and Savings Plan and
Trust established as of November 1, 1987, as amended, and as may be
further amended from time to time ("Division II" or the "LMS Plan").
Division I and Division II together constitute a single plan within
the meaning of Section 414(l) of the Code. All of the assets of
Division I of the Plan and of Division II of the Plan shall be
available to pay benefits to Members and Beneficiaries of the Plan, as
required under Section 414(l)g of the Code. The rules set forth in
each Division shall continue to apply separately to those employees
eligible to participate in such Division.
The Plan consists of a cash or deferred compensation plan under
Section 401(k) of the Code of 1986, as amended and the Instron Plan is an
employee stock ownership plan. The purpose of the 401(k) plan is to enable
participating employees of the Company ("Participants") to save for retirement
on a tax-deferred and/or an after-tax basis, and the purpose of the Employee
Stock Ownership Plan is to invest primarily in employer securities.
8
<PAGE> 9
The Instron Plan is an individual account plan in which each
Participant's benefits are based solely on the amounts contributed to the Plan
by the Participant and by the Company on the Participant's behalf, as adjusted
by income and gains and losses which are allocated to each Participant. The
Plan is subject to the rules and regulations of the Employee Retirement Income
Security Act of 1974, as amended, including rules relating to the duties and
conduct of the Plan's fiduciaries.
The following is a description of the provisions of the Instron Plan -
Division I:
Eligibility. Employees of the Company are eligible to participate in
the Instron Plan as of their first pay period. Eligibility to receive matching
Company contributions commences on the first day of the pay period coincident
with the completion of one year of eligibility service. Employees of LMS and
non-resident aliens are not eligible to participate in the Instron Plan -
Division I.
Administration. The Plan is administered on behalf of the Company by
the Committee which is appointed by the Company. Vanguard Fiduciary Trust
Company, the Trustee under the Instron Plan, acts as trustee, recordkeeper and
custodian of the securities and investments held by the Instron Plan.
Contributions. The Instron Plan permits four types of
contributions--employee pre-tax contributions, employee after-tax
contributions, employee rollover contributions and Company matching
contributions. Each eligible employee may voluntarily enter into a salary
adjustment agreement with the Company pursuant to which the employee agrees to
a reduction in direct remuneration (pre-tax contribution). Participants may
also enter into a payroll deduction agreement with the Company for after-tax
contributions. The total of these deductions (pre-tax and after-tax) may not
exceed 17% of annual compensation (the "Participant's Contributions").
The Company, in the discretion of the Board of Directors, may make
matching contributions, based on a Participant's contributions. Currently, the
matching contribution is equal to one-half of the Participant's Contributions
(pre-tax and after-tax), with a maximum matching contribution of 3% of annual
compensation (the "Company Contribution").
Investments. Matching contributions made on a Participant's behalf by
the Company will be invested in shares of the common stock of the Company.
Participants who have attained age 55 and have 10 years of Plan membership may
transfer a portion of their matching contribution account out of the Instron
Common Stock Fund in accordance with Section 401(a)28 of the Code. A
Participant may direct that his pre-tax, after-tax and rollover contributions
be invested in 10% increments in one or more of the following investment
options designated by the Committee. Funds A-F are sponsored by The Vanguard
Group. The description of each of the Vanguard funds is qualified in its
entirety by the prospectus for the fund which can be obtained from the Trustee.
THERE CAN BE NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE THEIR
STATED OBJECTIVES.
FUND A - Vanguard Investment Contract Trust. The Investment Contract
Trust provides for interest and safety of principal for a three year period by
investing in fixed rate investment contracts and variable rate investment
contracts issued by insurance companies or banks that are highly rated by the
major credit rating agencies and viewed by Vanguard as being financially sound.
The interest rate and principal of each contract are obligations of the issuing
insurance company or bank, not of the Trustee of the Company. Certain
restrictions, limitations and penalties apply to transfers or withdrawals of a
participant's account balances out of this Fund. These restrictions are
described in the materials provided by the Trustee.
9
<PAGE> 10
FUND B - Vanguard Money Market Reserves - Prime Portfolio. The
Vanguard Money Market Reserves - Prime Portfolio ("Prime Portfolio") is a money
market fund that seeks maximum current income, preservation of capital and
liquidity by investing in a portfolio of high-quality money market instruments
that mature in one year or less. These include negotiable certificates of
deposit, bankers' acceptances, commercial paper, and other short-term corporate
obligations. The Prime Portfolio seeks to maintain a net asset value of $1.00
per share. An investment in the Prime Portfolio is neither insured nor
guaranteed by the U.S. Government, the Trustee or the Company, and there can be
no assurance that the Prime Portfolio will be able to maintain a stable net
asset value of $1.00 per share or that it will achieve any particular level of
current income.
FUND C - Vanguard Fixed Income Securities Fund - Investment Grade
Corporate Portfolio. The Vanguard Fixed Income Securities Fund - Investment
Grade Corporate Portfolio ("Corporate Portfolio") is a fixed income fund whose
primary objective is to provide a high level of current income consistent with
maintenance of principal and liquidity by investing in a diversified portfolio
of long-term, investment grade bonds. The Corporate Portfolio emphasizes
high-quality corporate bonds. At least 70% of the Corporate Portfolio is
invested in a diversified portfolio of bonds that, at the time of purchase,
were selected from the four highest grades assigned by Moody's Investors
Service or Standard & Poor's Corporation. The Corporate Portfolio is designed
for investors who are seeking a high-quality, long-term corporate bond
portfolio and who are willing to accept the potential of significant share
price volatility due to the relatively long average maturity of Corporate
Portfolio's investments.
FUND D - Vanguard Windsor Fund. The Vanguard Windsor Fund is an
equity fund whose primary objective is to seek long-term growth of capital and
income by investing in a portfolio of common stocks. As a secondary objective,
this Fund also seeks to provide a reasonable level of current income. Although
the Fund invests primarily in common stocks, it may invest in money market
instruments, fixed income securities and other equity securities, such as
preferred stock. The Fund may also invest in stock futures contracts and
options.
FUND E - Vanguard Star Portfolio. The Vanguard Star Portfolio is a
diversified equity and fixed income fund whose primary objective is to maximize
long-term total return of capital and income. The Star Portfolio invests
60%-70% of its assets in seven Vanguard equity funds, including
Vanguard/Windsor Fund, Vanguard/Windsor II, Vanguard Index Trust-500 Portfolio,
Vanguard/PRIMECAP Fund, Vanguard Morgan Growth Fund, and Vanguard Explorer
Fund. Approximately 30%-40% of Star Portfolio's assets are invested in three
Vanguard fixed-income portfolios including Long-Term Corporate Portfolio and
GNMA Portfolio of Vanguard Fixed Income Securities Fund, and Prime Portfolio of
Vanguard Money Market Reserves.
FUND F - Vanguard U.S. Growth Fund. The Vanguard U.S. Growth
Portfolio seeks long-term capital appreciation by investing in a diversified
portfolio of common stocks with above-average growth potential. Dividend
income is considered incidental. The U.S. Growth Portfolio invests primarily
in the common stocks of companies whose prospects for growth are believed to be
favorable. Such companies tend to have exceptional records, strong market
positions, good financial strength, and low sensitivity to changing economic
conditions. Securities will be selected solely on the basis of their
appreciation potential as determined from an assessment of their fundamental
value and consideration of prevailing market conditions.
10
<PAGE> 11
Instron Common Stock Fund. Contributions allocated to the Instron
Common Stock Fund are invested in common shares of Instron Corporation
("Instron Common Stock") which is purchased by the Trustee on the open market
or directly from the Company, depending on market conditions. The value of the
Instron Common Stock Fund is subject to fluctuation in the market price of
Instron Common Stock and there is no guarantee of investment performance.
Vesting and Voting Rights. Each Participant is, at all times, 100%
vested in all of the investments in his account, including both those arising
from Participant's Contributions and those arising from the Company's
Contributions. Each Participant has the right to direct the Trustee's vote as
to the number of Instron Corporation common shares standing to his credit in
his account on the record date for any Company stockholder meeting. The
Committee will direct the Trustee to vote proxies and take similar action with
respect to the Plan's securities ownership other than Instron Corporation
common shares.
Participant's Accounting. Each participant's account is independently
maintained by the Trustee and reflects all Participant's contributions and
Company's contributions by both contribution and investment category. Accounts
are periodically adjusted to reflect the effect of investment income, realized
and unrealized investment gains and losses and withdrawals and other
distributions.
Benefits. Participants are entitled to receive their entire interest
in the Instron Plan in a lump sum whenever their employment with the Company
terminates for any reason. Benefits are paid in cash, unless a Participant
elects to receive an in-kind distribution of shares of Instron Common Stock
credited to his account. During the period of employment with the Company,
participants may (if they are over 59-1/2 years of age, or under certain
hardship conditions) be entitled to withdraw part or all of their interest
(exclusive of a portion of earnings) in investments arising from Participant's
contributions, but not their interests in investments arising from the
Company's matching contribution. If such withdrawals are non-hardship
condition withdrawals, matching Company Contributions will be suspended during
the twelve months following the withdrawal. All such withdrawals (except an
amount equal to a Participant's after-tax contribution) are subject to federal
income tax. In addition, a 10% excise tax is imposed on withdrawals made
before the age of 59-1/2 years. Withdrawals of Company matching funds on the
employee pre-tax and after-tax contributions are allowed upon termination of
employment or retirement.
Benefit payments are generally distributed within 60 days after the Participant
becomes entitled to receive them, in a manner prescribed by the Committee.
Special rules apply in the case of a Participant's death.
Participant Loans. Active participants are permitted to borrow funds
from their pre-tax, after-tax and rollover accounts in the Plan subject to
certain limitations. Loans are not permitted from a Participant's Company
Contribution account. During the 1994 Plan year, the interest rate on these
loans is equal to Bank of Boston's prime rate plus 1%, at the time the loan is
granted. These loans generally must be repaid over a period of no longer than
5 years. Interest paid by a Participant is credited to the account(s) from
which the loan is made. Investment income includes interest income of $59,823,
$60,114 and $61,569 from employee loans for the years ended December 31, 1994,
1993, and 1992, respectively.
11
<PAGE> 12
Other. The Company's contributions may be made only to the extent the
Company has available allowable deductions under the Internal Revenue Code.
The contribution percentages of certain participants may be reduced under
certain circumstances and other steps may be taken, as outlined in the Instron
Plan, in order to maintain the Plan's tax exempt status. There are special
rules to allow "Rollover Contributions" of amounts received by employees from
certain other retirement plans, as defined in the Plan.
The following is a description of the provisions of the LMS Plan - Division II:
Eligibility. Employees of Laboratory MicroSystems, Inc. ("LMS") are
eligible to participate in the LMS Plan on the earlier of the first day of the
Plan Year or the fourth, seventh or tenth month of the Plan Year coinciding
with or next following the completion of six (6) months of service and
attainment of age 21.
Administration. The LMS Plan is administered by an LMS-appointed
Trustee (currently two LMS employees). The First Albany Corporation acts as
recordkeeper and custodian of the securities and investments held by the LMS
Plan.
Contributions. The LMS Plan permits five types of contributions:
employee pre-tax contributions, employee after-tax contributions, employee
rollover contributions, Company matching contributions and discretionary
contributions. Each eligible employee may voluntarily enter into a salary
adjustment agreement pursuant to which the employee agrees to a reduction in
direct remuneration (pre-tax contribution). The total of these contributions
may not exceed the limitation prescribed by law. Participants may also enter
into a payroll deduction agreement with LMS for after-tax contributions (up to
6% of compensation).
The matching contribution currently is equal to 33-1/3% of a Participant's
salary reduction contributions (only salary reductions up to 6% of a
Participant's compensation are considered for this purpose). Participants must
also complete 1,000 hours of service to be eligible for a matching
contribution. LMS may also make a contribution, in its sole discretion, to be
allocated on the basis of total compensation. For 1994, LMS made contributions
totalling $20,912.
Investments. A participant may direct that his pre-tax, after-tax
contributions, rollover contributions, LMS matching contributions and
discretionary contributions made on a participant's behalf be invested in
various investment options. The majority of participant investments are in
mutual funds sponsored by The American Funds Groups and in individual corporate
stocks, which are principally included under the "Other" caption of Note 7.
12
<PAGE> 13
Vesting. Each participant is 100% vested in their salary reduction
accounts in the Plan. Participant's are also 100% vested in their accounts
attributable to LMS matching contributions upon death, disability or retirement
at age 60. If employment is terminated for reasons other than death,
disability or retirement, the "vesting percentage" of their interest in Company
contributions is determined under the following schedule:
<TABLE>
<CAPTION>
Vesting Schedule
Years of Service Percentage
---------------- ----------
<S> <C>
3 20%
4 40%
5 60%
6 80%
7 100%
</TABLE>
Benefits. Whenever employment with LMS terminates for any reason,
participants are entitled to receive their vested interest in the LMS Plan in a
single lump sum payment or in equal installments over a period of not more than
the participant's assumed life expectancy at the time of distribution. Upon
termination, the remaining balance in participant accounts in excess of the
"vested amount" will be forfeited.
During the period of employment with LMS, Participants may be entitled to
withdraw part or all of their interests in the LMS Plan (exclusive of a portion
of earnings if they are 60 years old or under certain hardship conditions.)
All such withdrawals (except an amount equal to a Participant's after-tax
contributions) are subject to federal income tax. In addition, a 10% excise
tax is imposed on withdrawals made before the age of 59 1/2 years.
Participant Loans. Active participants are permitted to borrow funds
from their accounts in the Plan subject to certain limitations. During the
1994 Plan year, the interest rate on these loans is equal to the prime rate
plus 1% as reported in the Wall Street Journal, at the time the loan is
granted. These loans generally must be repaid over a period of no longer than
5 years. Interest paid by a Participant is credited to the account(s) from
which the loan is made.
Other. The LMS contributions may be made only to the extent that the
Company has available allowable deductions under the Internal Revenue Code.
The contribution percentages of certain Participants may be reduced under
certain circumstances and other steps may be taken, as outlined in the Plan in
order to maintain the Plan's tax exempt status. There are special rules to
allow "rollover contributions" of amounts received by employees from certain
other retirement plans, as defined in the Plan.
Participants Accounting. Each participant's account is independently
maintained by the Trustee and reflects all participant's contributions and
LMS's contributions. Accounts are periodically adjusted to reflect the effect
of investment income, realized and unrealized investment gains and losses,
withdrawals and other distributions.
13
<PAGE> 14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The accompanying financial statements have been
prepared on the accrual basis of accounting.
Investment Valuation. Investments in mutual fund shares are valued at
the net asset value announced by the fund as of the close of business on the
last business day of the year.
Investments in Instron Corporation's common stock are valued at the last
reported sales price on the last business day of the year. In the event that
no sale was reported on that date, such investments are valued at the mean of
the last reported bid and asked price or the price of the last sale reported,
whichever is more recent.
Investments in shares of the collective investment trust are stated at cost,
which approximates current value.
Security Transactions and Investment Income. Sales of shares of the
collective investment trust are recorded on the Trustee's valuation dates (the
last day of each calendar month). All other security transactions are recorded
on the trade date. Realized gains or losses on security transactions are
recorded as the difference between proceeds received and cost as determined on
the average cost basis.
Transfers between investment options are treated as the purchase of one
investment option out of the proceeds of the sale of another.
Dividend income is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
In accordance with the policy of stating investments at current value, net
unrealized appreciation or depreciation for the period is reflected in the
Statement of Income and Changes in Plan Equity.
Benefits Payable. Benefits payable, included in Plan equity, is $0
and $7,443 at December 31, 1994 and 1993, respectively. These amounts will be
recorded as distributions payable in the Plan's Form 5500, in accordance with
the Department of Labor's rules and regulations.
Expenses of the Plan. All expenses incurred in the administration of
the Plan and the Trust are charged to and paid by the Company. To the extent
not paid by the Company, the expenses may be charged against the Trust assets.
14
<PAGE> 15
NOTE 3 - INVESTMENTS
At December 31, 1994 and 1993 the number of participants in each investment
program, the number of units/shares, cost and the current value of investments
held were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1994
-----------------
Units/ Market/Fair
Participants Shares Cost Value
------------ ------- ----------- ------------
<S> <C> <C> <C> <C>
Instron Common Stock 474 434,635 $ 4,704,620 $ 5,432,938*
Vanguard Windsor Fund 365 542,273 7,209,263 6,827,223*
Vanguard Fixed Income
Securities Fund,
Investment Grade
Bond Portfolio 178 170,606 1,459,582 1,373,376*
Vanguard Money Market
Trust, Prime Portfolio 178 1,591,134 1,591,134 1,591,134*
Vanguard Variable Rate
Investment Contract
Trust 282 3,228,376 3,228,376 3,228,376*
Vanguard Star Portfolio 40 19,520 258,723 245,949
Vanguard U.S. Growth Fund 33 14,965 226,599 229,413
Vanguard Fixed Rate
Investment Contract
Trust III-92, 5.85% 235 1,202,231 1,202,231 1,202,231*
Loan Fund 137 0 865,885 865,885
Other 40 0 340,998 339,561
----------- -----------
Total $21,087,411 $21,336,086
=========== ===========
</TABLE>
*Exceed 5% of Plan Assets.
15
<PAGE> 16
<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------
Units/ Market/Fair
Participants Shares Cost Value
------------ ------- ----------- ------------
<S> <C> <C> <C> <C>
Instron Common Stock 439 380,797 $ 4,100,479 $ 4,236,367
Vanguard Windsor Fund 341 448,479 5,926,343 6,238,336
Vanguard Fixed Income
Securities Fund,
Investment Grade
Bond Portfolio 169 154,316 1,329,197 1,422,797
Vanguard Money Market
Trust, Prime Portfolio 186 1,702,309 1,702,309 1,702,309
Vanguard Variable Rate
Investment Contract
Trust 270 1,518,295 1,518,295 1,518,295
Vanguard Fixed Rate
Investment Contract
Trust III-91, 7.12% 246 1,292,091 1,292,091 1,292,091
Vanguard Fixed Rate
Investment Contract
Trust III-92, 5.85% 247 1,225,385 1,225,385 1,225,385
Loan Fund 126 0 775,139 775,139
Other 26 0 230,932 238,207
----------- -----------
Total $18,100,170 $18,648,926
=========== ===========
</TABLE>
NOTE 4 - PLAN TERMINATION
The Company believes the Plan will continue without interruption, but reserves
the right to terminate or amend the Plan or discontinue contributions thereto.
In the event that both the Plan and the related trust funds terminate, all
participants' accounts continue to be fully vested and nonforfeitable. All
accounts will be valued as of the termination date and all account balances
will be distributed in full to participants, in the form of cash and/or Company
common stock.
NOTE 5 - FEDERAL INCOME TAXES
The Plan and its related trust are intended to satisfy the provisions of
Sections 401 and 501 of the Code as amended from time to time and under any
corresponding provisions of the Code which may be enacted. The Instron Plan is
also designed to qualify as an "employee stock ownership plan" under Section
4975(e) of the Code. Accordingly, the Plan is intended to be exempt from
Federal Income taxes.
The Plan last received a favorable determination letter from the IRS in
connection with the Plan as amended and restated as of January 1, 1985. The
Plan has not applied for an IRS letter of determination in connection with the
Plan as amended and restated effective generally January 1, 1989 (or as
subsequently amended). Management and legal counsel believe the Plan is
operating in compliance with the requirements of the IRS to maintain its tax
exempt status. Management is committed to amend the Plan as necessary to
maintain its tax exempt status.
Annual Participant's contributions up to $9,240 in 1994, adjusted annually for
cost of living, the Company's contributions, and earnings on all contributions
may be tax deferred. In addition, when any shares of Common Stock of the
Company are distributed as part of a lump distribution to an employee, a
portion of the tax thereon (on net unrealized appreciation) may be postponed
until the time of disposition of such shares. Tax on Plan distributions may be
deferred to the extent a distribution is rolled over into another qualified
plan or an IRA in accordance with IRS rules.
16
<PAGE> 17
NOTE 6 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1994
<TABLE>
<CAPTION>
Vanguard
Instron Fixed Vanguard Vanguard
Common Vanguard Income Money Vanguard U.S.
Stock Windsor Securities Market Star Growth
Fund Fund Fund Trust Portfolio Fund
---------- ---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Assets
------
Cash $ 63,489
Investments at
current value 5,432,938 6,827,223 1,373,376 1,591,134 245,949 229,413
Dividends receivable 13,063
Other receivable 668
---------- ---------- ---------- ---------- -------- --------
Total Plan Assets $5,510,158 $6,827,223 $1,373,376 $1,591,134 $245,949 $229,413
========== ========== ========== ========== ======== ========
Liabilities and
Plan Equity:
----------------
Accounts payable $ 66,771
Plan Equity 5,443,387 6,827,223 1,373,376 1,591,134 245,949 229,413
---------- ---------- ---------- ---------- -------- --------
Total Liabilities
and Plan Equity $5,510,158 $6,827,223 $1,373,376 $1,591,134 $245,949 $229,413
========== ========== ========== ========== ======== ========
<CAPTION>
Common/
Collective
Investment
Trust 1994,
1993 and Loan
III-92 Fund Other Total
----------- --------- -------- -----------
<S> <C> <C> <C> <C>
Assets
------
Cash $ 63,489
Investments at
current value 4,430,607 865,885 339,561 21,336,086
Dividends receivable 13,063
Other receivable 668
---------- -------- -------- -----------
Total Plan Assets $4,430,607 $865,885 $339,561 $21,413,306
========== ======== ======== ===========
Liabilities and
Plan Equity:
----------------
Accounts payable $ 66,771
Plan Equity 4,430,607 865,885 339,561 21,346,535
---------- -------- -------- -----------
Total Liabilities
and Plan Equity $4,430,607 $865,885 $339,561 $21,413,306
========== ======== ======== ===========
</TABLE>
17
<PAGE> 18
NOTE 6 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1993
<TABLE>
<CAPTION>
Common/
Vanguard Collective
Instron Fixed Vanguard Investment
Common Vanguard Income Money Trust 1993,
Stock Windsor Securities Market III-92 and Loan
Fund Fund Fund Trust III-91 Fund Other Total
---------- ---------- ---------- ---------- ----------- -------- --------- ----------
Assets
------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 17,759 $ 4,672 $ 22,431
Investments at current
value 4,236,367 6,238,336 1,422,797 1,702,309 4,035,771 775,139 238,207 18,648,926
Dividends receivable 11,410 11,410
Other receivable 36,291 36,291
---------- ---------- ---------- ---------- ---------- -------- -------- -----------
Total Plan Assets $4,301,827 $6,238,336 $1,422,797 $1,702,309 $4,035,771 $775,139 $242,879 $18,719,058
========== ========== ========== ========== ========== ======== ======== ===========
Liabilities and Plan
Equity:
--------------------
Accounts payable $ 35,195 $ 35,195
Plan Equity 4,266,632 6,238,336 1,422,797 1,702,309 4,035,771 775,139 242,879 18,683,863
---------- ---------- ---------- ---------- ---------- -------- -------- -----------
Total Liabilities
and Plan Equity $4,301,827 $6,238,336 $1,422,797 $1,702,309 $4,035,771 $775,139 $242,879 $18,719,058
========== ========== ========== ========== ========== ======== ======== ===========
</TABLE>
18
<PAGE> 19
NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO
INVESTMENT PROGRAMS
For the year ended December 31, 1994
<TABLE>
<CAPTION>
Vanguard
Instron Fixed Vanguard Vanguard
Common Vanguard Income Money Vanguard U.S.
Stock Windsor Securities Market Star Growth
Fund Fund Fund Trust Portfolio Fund
---------- ---------- ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 1,457 $ $ $ $ $
Dividends 49,307 635,845 112,864 62,080 12,410 2,039
---------- ---------- ---------- ---------- -------- --------
Net investment
income 50,764 635,845 112,864 62,080 12,410 2,039
---------- ---------- ---------- ---------- -------- --------
Net appreciation in
(depreciation) in
the fair value of
investments 606,705 (668,245) (190,989) 0 (12,866) 2,860
---------- ---------- ---------- ---------- -------- --------
Net additions
from investment
activity 657,469 (32,400) (78,125) 62,080 (456) 4,899
---------- ---------- ---------- ---------- -------- --------
Contributions:
Participants 104,386 693,917 155,784 159,868 54,474 77,169
Employer 475,194 0 0 0 0 0
---------- ---------- ---------- ---------- -------- --------
579,580 693,917 155,784 159,868 54,474 77,169
---------- ---------- ---------- ---------- -------- --------
Total additions 1,237,049 661,517 77,659 221,948 54,018 82,068
---------- ---------- ---------- ---------- -------- --------
Less, benefit and
termination
payments to
participants:
Distributions
paid to
participants 104,668 158,663 82,484 22,751 11,347 0
---------- ---------- ---------- ---------- -------- --------
1,132,381 502,854 (4,825) 199,197 42,671 82,068
---------- ---------- ---------- ---------- -------- --------
Interfund transfers 43,687 86,033 (44,596) (310,372) 203,278 147,345
---------- ---------- ---------- ---------- -------- --------
Net increase
(decrease) in
plan equity 1,176,068 588,887 (49,421) (111,175) 245,949 229,413
---------- ---------- ---------- ---------- -------- --------
Plan equity at
beginning of year 4,261,069 6,238,336 1,422,797 1,702,309 0 0
---------- ---------- ---------- ---------- -------- --------
Plan equity at end
of year $5,437,137 $6,827,223 $1,373,376 $1,591,134 $245,949 $229,413
========== ========== ========== ========== ======== ========
<CAPTION>
Common/
Collective
Investment
Trust 1994,
1993 and Loan
III-92 Fund Other Total
------------ --------- -------- -----------
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 247,348 $ 59,823 $ 10,263 $ 318,891
Dividends 0 0 4,531 879,076
---------- -------- -------- -----------
Net investment
income 247,348 59,823 14,794 1,197,967
---------- -------- -------- -----------
Net appreciation in
(depreciation) in
the fair value of
investments 0 0 (5,412) (267,947)
---------- -------- -------- -----------
Net additions
from investment
activity 247,348 59,823 9,382 930,020
---------- -------- -------- -----------
Contributions:
Participants 390,139 0 67,076 1,702,813
Employer 0 0 20,912 496,105
---------- -------- -------- -----------
390,139 0 87,988 2,198,918
---------- -------- -------- -----------
Total additions 637,487 59,823 97,370 3,128,938
---------- -------- -------- -----------
Less, benefit and
termination
payments to
participants:
Distributions
paid to
participants 77,825 8,528 0 466,266
---------- -------- -------- -----------
559,662 51,295 97,370 2,662,672
---------- -------- -------- -----------
Interfund transfers (164,826) 39,451 0 0
---------- -------- -------- -----------
Net increase
(decrease) in
plan equity 394,836 90,746 97,370 2,662,672
---------- -------- -------- -----------
Plan equity at
beginning of year 4,035,771 775,139 248,442 18,683,863
---------- -------- -------- -----------
Plan equity at end
of year $4,430,607 $865,885 $345,812 $21,346,535
========== ======== ======== ===========
</TABLE>
19
<PAGE> 20
NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO
INVESTMENT PROGRAMS
For the year ended December 31, 1993
<TABLE>
<CAPTION>
Common/
Vanguard Collective
Instron Fixed Vanguard Investment
Common Vanguard Income Money Trust 1993,
Stock Windsor Securities Market III-92
Fund Fund Fund Trust and III-91
---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 969 $ 0 $ 0 $ 0 $ 242,483
Dividends 43,458 528,934 123,997 56,006 0
---------- ---------- ---------- ---------- ----------
Net investment income 44,427 528,934 123,997 56,006 242,483
---------- ---------- ---------- ---------- ----------
Net appreciation in the
fair value of
investments 377,011 425,291 38,153 0 0
---------- ---------- ---------- ---------- ----------
Net additions from
investment activity 421,438 954,225 162,150 56,006 242,483
---------- ---------- ---------- ---------- ----------
Contributions:
Participants 146,496 685,209 229,214 252,921 452,882
Employer 426,979 0 0 0 0
---------- ---------- ---------- ---------- ----------
573,475 685,209 229,214 252,921 452,882
---------- ---------- ---------- ---------- ----------
Total additions 994,913 1,639,434 391,364 308,927 695,365
---------- ---------- ---------- ---------- ----------
Less, benefit and
termination payments to
participants:
Distributions paid to
participants 186,758 295,913 32,583 323,663 133,753
---------- ---------- ---------- ---------- ----------
808,155 1,343,521 358,781 (14,736) 561,612
---------- ---------- ---------- ---------- ----------
Interfund transfers 64,280 296,349 (28,580) (259,541) (35,719)
---------- ---------- ---------- ---------- ----------
Assets acquired in merger
of LMS (see Note 1) 0 0 0 0 0
---------- ----------- ---------- ---------- ----------
Net increase (decrease)
in plan equity 872,435 1,639,870 330,201 (274,277) 525,893
---------- ---------- ---------- ---------- ----------
Plan equity at beginning of year 3,388,634 4,598,466 1,092,596 1,976,586 3,509,878
---------- ---------- ---------- ---------- ----------
Plan equity at end of year $4,261,069 $6,238,336 $1,422,797 $1,702,309 $4,035,771
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Other Total
-------- -------- -----------
<S> <C> <C> <C>
Investment Income:
Interest $ 60,114 $ 2,576 $ 306,142
Dividends 0 6,584 758,979
-------- -------- -----------
Net investment income 60,114 9,160 1,065,121
-------- -------- -----------
Net appreciation in the
fair value of
investments 0 7,463 847,918
-------- -------- -----------
Net additions from
investment activity 60,114 16,623 1,913,039
-------- -------- -----------
Contributions:
Participants 0 18,242 1,784,964
Employer 0 0 426,979
-------- -------- -----------
0 18,242 2,211,943
-------- -------- -----------
Total additions 60,114 34,865 4,124,982
-------- -------- -----------
Less, benefit and
termination payments to
participants:
Distributions paid to
participants 1,010 6,786 980,466
-------- -------- -----------
59,104 28,079 3,144,516
-------- -------- -----------
Interfund transfers (36,789) 0 0
-------- -------- -----------
Assets acquired in merger
of LMS (see Note 1) 0 220,363 220,363
-------- -------- -----------
Net increase (decrease)
in plan equity 22,315 248,442 3,364,879
-------- -------- -----------
Plan equity at beginning of year 752,824 0 15,318,984
-------- -------- -----------
Plan equity at end of year $775,139 $248,442 $18,683,863
======== ======== ===========
</TABLE>
20
<PAGE> 21
NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO
INVESTMENT PROGRAMS
For the year ended December 31, 1992
<TABLE>
<CAPTION>
Common/
Vanguard Collective
Instron Fixed Vanguard Investment
Common Vanguard Income Money Trust III-92,
Stock Windsor Securities Market III-91 and Loan
Fund Fund Fund Trust III-90 Fund Total
---------- ---------- ---------- ---------- ------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 825 $ 0 $ 0 $ 0 $ 254,742 $ 61,569 $ 317,136
Dividends 44,993 286,348 93,940 74,884 0 0 500,165
---------- ---------- ---------- ---------- ---------- -------- -----------
Net investment income 45,818 286,348 93,940 74,884 254,742 61,569 817,301
---------- ---------- ---------- ---------- ---------- -------- -----------
Net appreciation (depreciation)
in the fair value of
investments 17,844 329,177 (28) 0 0 0 346,993
---------- ---------- ---------- ---------- ---------- -------- -----------
Net additions (deductions)
from investment activity 63,662 615,525 93,912 74,884 254,742 61,569 1,164,294
---------- ---------- ---------- ---------- ---------- -------- -----------
Contributions:
Participants 114,190 465,523 105,801 210,315 397,827 0 1,293,656
Employer 263,623 0 0 0 0 0 263,623
---------- ---------- ---------- ---------- ---------- -------- -----------
377,813 465,523 105,801 210,315 397,827 0 1,557,279
---------- ---------- ---------- ---------- ---------- -------- -----------
Total additions 441,475 1,081,048 199,713 285,199 652,569 61,569 2,721,573
---------- ---------- ---------- ---------- ---------- -------- -----------
Less, benefit and termination
payments to participants:
Distributions paid to
participants 159,315 134,543 16,688 347,565 139,625 10,207 807,943
---------- ---------- ---------- ---------- ---------- -------- -----------
282,160 946,505 183,025 (62,366) 512,944 51,362 1,913,630
---------- ---------- ---------- ---------- ---------- -------- -----------
Interfund transfers 12,982 166,690 (43,213) 58,697 (250,467) 55,311 0
---------- ---------- ---------- ---------- ---------- -------- -----------
Net increase in plan equity 295,142 1,113,195 139,812 (3,669) 262,477 106,673 1,913,630
---------- ---------- ---------- ---------- ---------- -------- -----------
Plan equity at beginning of
year 3,093,492 3,485,271 952,784 1,980,255 3,247,401 646,151 13,405,354
---------- ---------- ---------- ---------- ---------- -------- -----------
Plan equity at end of year $3,388,634 $4,598,466 $1,092,596 $1,976,586 $3,509,878 $752,824 $15,318,984
========== ========== ========== ========== ========== ======== ===========
</TABLE>
21
<PAGE> 1
EXHIBIT I
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 (File No. 2-91694) of our report dated June 23, 1995, on our audits of
the financial statements of Instron Corporation Savings and Security Plan as of
December 31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, which report is included in this Form 11-K.
/s/Coopers & Lybrand L.L.P.
---------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 23, 1995
22
