SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
FORM 11-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended May 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-11069
-------------------------
A. Full Title of the Plan
Interpoint Corporation Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive offices:
Interpoint Corporation
10301 Willows Road
Redmond, Washington 98073-9705
<PAGE>
Financial Statements and Exhibits
a) Financial Statements
Report of Independent Accountants
Statements of Net Assets Available for Plan
Benefits as of May 31, 1995 and 1994
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
May 31, 1995 and 1994
Notes to Financial Statements
Schedule I - Schedule of Assets held for
Investment at May 31, 1995
Schedule II - Schedule of Reportable
Transactions for year ended May 31, 1995
b) Exhibits
Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
employee benefit plan administrators have duly caused this annual report to
be signed on behalf of the undersigned, thereunto duly authorized.
INTERPOINT CORPORATION SAVINGS
AND INVESTMENT PLAN
------------------------------
Registrant
Dated: November 27, 1995 By: /s/Peter H. van Oppen
----------------- ------------------------------
Peter H. van Oppen
Chairman and CEO
Interpoint Corporation
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of the
Interpoint Corporation Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Interpoint Corporation Savings and Investment Plan at
May 31, 1995 and 1994, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the plan's management; our responsbility is to express an opinoin on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule I and II 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. Schedules I and II have
been subjected to the auditng 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.
Schedules I and II that accompany the Plan's financial statements do not
disclose the historical cost of certain plan assets held by the plan trustee,
the gain or loss on sales transactions, or the aggregate number of
transactions. 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.
/s/Price Waterhouse LLP
Seattle, Washington
November 21, 1995
<PAGE>
Interpoint Corporation
Savings and Investment Plan
<TABLE>
Statement of Net Assets Available for Plan Benefits
<CAPTION>
May 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Assets
Investments, at fair value
Connecticut General Life Insurance Company
Guaranteed Funds $ 1,838,786 $ 1,502,789
Stock Market Index Fund 130,240 86,645
Janus Fund 1,088,119 832,208
Fidelity Advisor Income & Growth Fund 1,013,561 727,619
Interpoint Stock Fund 338,908 264,402
Loans to participants 299,049 275,342
----------- -----------
4,708,663 3,689,005
Contributions receivable 36,045 27,921
----------- -----------
Net assets available for plan benefits $ 4,744,708 $ 3,716,926
=========== ===========
</TABLE>
<PAGE>
Interpoint Corporation
Savings and Investment Plan
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
<CAPTION>
Year ended May 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 20,578 $ 114,317
Dividends 17,996 53,373
Net appreciation in fair value of investments 248,747 58,609
----------- -----------
287,321 226,299
----------- -----------
Less investment expenses (693)
----------- -----------
Contributions
Employer 59,916 44,601
Participant 841,915 572,444
----------- -----------
901,831 617,045
----------- -----------
Total additions 1,188,459 843,344
Deductions from net assets attributed to
Benefits paid to participants (160,677) (259,015)
----------- -----------
Net increase 1,027,782 584,329
Net assets available for plan benefits:
Beginning of year 3,716,926 3,132,597
----------- -----------
End of year $ 4,744,708 $ 3,716,926
=========== ===========
</TABLE>
<PAGE>
Interpoint Corporation
Savings and Investment Plan
Notes to Financial Statements
May 31, 1995 and 1994
1. Description of the Plan
General
The Interpoint Corporation Savings and Investment Plan (the Plan) was
established on June 1, 1986 as a defined contribution profit-sharing plan
to encourage long-term savings by employees and to supplement retirement
income.
Participation
All regular full-time and part-time employees of Interpoint Corporation
(the Company) are eligible to participate in the Plan.
Employer contributions
The Company may elect to make contributions to the Plan in an amount
determined by the Board of Directors. It is the Company's policy to make
matching contributions equal to 50% of each participant's eligible
contributions up to a maximum matching contribution of $150 per
participant. All matching contributions made by the Company are invested
in common stock of the Company.
Participant contributions
Participants may contribute to the Plan through payroll deductions from
1% to 15% (in whole percentage points) of their gross compensation up to
the calendar-year limit imposed by the Internal Revenue Service.
Contributions may be suspended at any time by the participant. However,
contribution reinstatement and changes in the amount contributed are only
allowed each June 1 and December 1.
Vesting
Participant contributions and allocated earnings thereon are 100% vested
immediately. Employer contributions vest at the rate of 25% per plan
year in which a participant works more than 1,000 hours, from the date of
employment.
Allocation to participants' accounts
Individual accounts are maintained for each participant. Each
participant's account is credited with the participant's contribution,
the Company's matching contributions and plan earnings. Plan earnings
are allocated to active participants of the Plan according to a weighted
average allocation method. During fiscal year 1995 approximately $1,500
of employer matching contributions were forfeited by terminating
employees before those amounts became vested. Such forfeited amounts
remain in the Plan and reduce the Company's contributions.
Benefit payments
Participants are eligible to receive 100% of their account balance on
their normal or deferred retirement date, at termination, at death, or at
total disability, as defined by the plan document. Although it is not
the current intention of the Company, in the event of termination of the
Plan, all participants' accounts would become fully vested and would be
distributed upon liquidation of the Plan's assets.
Administrative expenses
Administrative expenses of the Plan are paid by the Company.
Administrative expenses paid by the Company on behalf of the Plan were
approximately $35,000 for each of the years ended May 31, 1995 and 1994,
respectively.
Participant loans
The Plan allows for loans to be made to plan participants. These loans
are restricted in amount by the balance of each participant's account and
are repaid, including interest at the prime rate plus two, over a period of
no more than 15 years for loans to purchase a primary residence and over
a period of no more than five years for all other loans. Participant
loans are valued at cost which approximates fair value and are treated as
direct investments of the participants.
2. Summary of accounting policies
Basis of accounting
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
Investments
Investments in pooled funds and marketable equity securities are valued
at quoted market values at the end of the plan year. Investments in
guaranteed investment contracts are stated at cost plus interest earned
net of benefit payments.
Reclassification
Certain reclassifications have been made to the 1994 financial statements
to conform with 1995 classifications. These reclassifications have no
effect on the net assets available for plan benefits as previously
reported.
3. Investments
The following were the investment funds during the plan year:
CONNECTICUT GENERAL LIFE INSURANCE COMPANY (CIGNA) GUARANTEED LONG-TERM
FUND AND GUARANTEED SHORT-TERM FUND - Contributions are invested with
CIGNA under contract. The contract provides a projected interest rate
announced by CIGNA each calendar year. Principal and earned interest are
guaranteed by CIGNA.
CONNECTICUT GENERAL LIFE INSURANCE COMPANY STOCK MARKET INDEX FUND - This
market fund primarily consists of S&P 500 Stocks.
JANUS FUND - This mutual fund primarily consists of blue chip stocks.
FIDELITY ADVISOR INCOME & GROWTH FUND - This mutual fund primarily
consists of equity securities (such as preferred and common stocks that
pay a combination of dividends and capital gains), convertible securities
and fixed-income securities (bonds).
INTERPOINT STOCK FUND - This fund consists of Interpoint common stock.
Contributions include the Company's matching contribution and participant
contributions and transfers.
<PAGE>
Interpoint Corporation
Savings and Investment Plan
Notes to Financial Statements
May 31, 1995 and 1994
<TABLE>
Changes in net assets available for benefits by investment account for the
year ended May 31, 1995 are as follows:
<CAPTION>
CIGNA Guaranteed CIGNA Fidelity
----------------- Stock Advisor Inter- Contri-
Long- Short- Market Income & point Partici- butions
Term Term Index Janus Growth Stock pant Receiv-
Fund Fund Fund Fund Fund Fund Loans able Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
Investment income
Interest $ 9,984 $ 532 $ 499 $ 4,692 $ 4,107 $ 764 $ 20,578
Dividends 17,996 17,996
Net appreciation in
fair value of
investment 90,227 1,328 18,406 94,231 40,972 3,583 248,747
Less investment expenses (693) (693)
Contributions
Employer 58,744 $ 1,172 59,916
Participant 295,030 19,854 36,210 153,942 271,661 30,345 34,873 841,915
---------- ------- -------- ---------- ----------
Total additions 395,241 21,714 55,115 270,861 316,740 92,743 36,045 1,188,459
Deductions from net assets
Benefits paid to
participants (34,582) (833) (14,621) (69,757) (22,771) (18,113) (160,677)
---------- ------- -------- ---------- ---------- -------- ------- ----------
Net increase prior to
interfund transfers 360,659 20,881 40,494 201,104 293,969 74,630 36,045 1,027,782
Interfund transfers (46,945) 1,402 3,101 54,807 (8,027) (124)$ 23,707 (27,921) 0
---------- ------- -------- ---------- ---------- -------- -------- ------- ----------
Net increase (decrease) 313,714 22,283 43,595 255,911 285,942 74,506 23,707 8,124 1,027,782
Net assets available for
plan benefits
Beginning of year 1,476,295 26,494 86,645 832,208 727,619 264,402 275,342 27,921 3,716,926
---------- ------- -------- ---------- ---------- -------- -------- ------- ----------
End of year $1,790,009 $48,777 $130,240 $1,088,119 $1,013,561 $338,908 $299,049 $36,045 $4,744,708
========== ======= ======== ========== ========== ======== ======== ======= ==========
</TABLE>
<PAGE>
Interpoint Corporation
Savings and Investment Plan
Notes to Financial Statements
May 31, 1995 and 1994
<TABLE>
Changes in net assets available for benefits by investment account for the
year ended May 31, 1994 are as follows:
<CAPTION>
UNUM
CIGNA Fidelity Guaran-
CIGNA Guaranteed Stock Advisor teed Inter- Contri-
Long- Short- Market Income & Long- point Parti- butions
Term Term Index Janus Growth Term Stock cipant Receiv-
Fund Fund Fund Fund Fund Fund Fund Loans able Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
Investment income
Interest $ 90,417 $ 1,163 $ 151 $ 2,872 $ 2,448 $ 16,943 $ 323 $ 114,317
Dividends 53,373 53,373
Net appreciation in fair
value of investment 2,373 (3,583) 9,911 49,908 58,609
Less investment expenses
Contributions
Employer 43,014 $ 1,587 44,601
Participant 241,372 6,714 16,565 145,168 123,381 12,910 26,334 572,444
---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ----------
Total additions 331,789 7,877 19,089 197,830 135,740 16,943 106,155 27,921 843,344
Deductions from net assets
Benefits paid to
participants (76,413) (797) (11,598) (96,389) (39,149) (14,250) (20,419) (259,015)
---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ----------
Net increase prior to
interfund transfers 255,376 7,080 7,491 101,441 96,591 2,693 85,736 27,921 584,329
Interfund transfers 117,115 (7,652) 19,817 (5,776) 190,309 (367,299) (7,672)$ 90,081 (28,923) 0
---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ----------
Net increase (decrease) 372,491 (572) 27,308 95,665 286,900 (364,606) 78,064 90,081 (1,002) 584,329
Net assets available for
plan benefits
Beginning of year 1,103,804 27,066 59,337 736,543 440,719 364,606 186,338 185,261 28,923 3,132,597
---------- ------- -------- ---------- ---------- --------- -------- -------- ------- ----------
End of year $1,476,295 $26,494 $ 86,645 $ 832,208 $ 727,619 $ 0 $264,402 $275,342 $27,921 $3,716,926
========== ======= ======== ========== ========== ========= ======== ======== ======= ==========
</TABLE>
<PAGE>
Interpoint Corporation
Savings and Investment Plan
Notes to Financial Statements
May 31, 1995 and 1994
4. Federal income taxes
The Company has received a favorable determination letter from the
Internal Revenue Service as to the qualified status of the Plan. The
Company is of the opinion that the Plan continues to fulfill the
requirements of a qualified plan under Section 401(a) of the Internal
Revenue Code and is not subject to tax. Accordingly, no provision for
federal or state income taxes has been provided.
5. Reconciliation to IRS Form 5500
The May 31, 1995 and 1994 financial statements include a contributions
receivable accrual of $36,045 and $27,921, respectively, that is not
included in the Form 5500.
<PAGE>
Interpoint Corporation
Savings and Investment Plan
<TABLE>
Additional Information - Schedule I
Item 27a Form 5500 - Schedule of Assets Held for Investment Purposes
May 31, 1995
<CAPTION>
Cost
Description of
of Shares/ asset Current
Identity of Issue investment units <F1> value
<S> <C> <C> <C> <C>
Mutual Funds:
Connecticut General Life Insurance Open-end
Company Stock Market Index Fund mutual fund 5,114 <F1> $ 130,240
Janus Fund Open-end
mutual fund 51,496 <F1> 1,088,119
Fidelity Advisor Income Open-end
& Growth Fund mutual fund 52,228 <F1> 1,013,561
Common stocks:
Interpoint Corporation Class A 37,656 <F1> 338,908
Guaranteed investment contract:
Connecticut General Life Insurance
Company
Guaranteed long-term fund 7.42% N/A 1,790,009
Guaranteed short-term fund 3.15% N/A 48,777
Loans to participants Due 06/01/95 -
06/01/10 @
Prime + 2% 299,049
----------
$4,708,663
==========
<FN>
<F1>
Data is not available due to limitations in the custodian's reporting system.
</FN>
</TABLE>
<PAGE>
Interpoint Corporation
Savings and Investment Plan
<TABLE>
Additional Information - Schedule II
Item 27d Form 5500 - Schedule of Reportable Transactions <F1>
Year Ended May 31, 1995
<CAPTION>
Number
Description of trans- Purchase Selling Lease Expense Cost of Net gain
Party involved of asset actions price price rental incurred asset or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series of transactions:
Connecticut General Life Guaranteed N/A <FN2> $438,094 $219,519 - - N/A <FN2> N/A <FN2>
Insurance Company Long-Term
Fund
Fidelity Advisor Income and N/A <FN2> 345,282 100,313 - - N/A <FN2> N/A <FN2>
Growth Fund
Janus Janus Fund N/A <FN2> 273,703 112,023 - - N/A <FN2> N/A <FN2>
<FN>
<F1>
Transactions or series of transactions in excess of 5 percent the current
value of the Plan's assets as of May 31, 1994 (as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.)
<F2>
Data is not available due to limitations in the custodian's reporting system.
</FN>
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of this Registration
Statement on Form S-8 (No. 33-39237) of our report dated November 21, 1995 on
the Annual Report of the Interpoint Corporation Savings and Investment Plan
on Form 11-K for the year ended May 31, 1995.
/s/PRICE WATERHOUSE LLP
Seattle, Washington
November 21, 1995
