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Previous: TESORO PETROLEUM CORP /NEW/, S-3/A, 1994-05-31 |
Next: MARSHALL & ILSLEY CORP/WI/, S-8, 1994-05-31 |
<PAGE>
FORM 10-K/A
AMENDMENT TO FORM 10-K ANNUAL REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period ended___________________________
Commission File Number 1-7211
Ionics, Incorporated
(Exact name of registrant as specified in it charter)
Massachusetts 04-2068530
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
65 Grove Street, Watertown, Massachusetts 02172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-926-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 as set forth
in the pages attached hereto:
1. Item 14(a) 3. of Part IV of said report on Form 10-K is amended to
list Form 11-K, Annual Report of the Ionics Section 401(k) Stock
Savings Plan for the year ended December 31, 1993, as Exhibit 28
thereto. The Annual Report of the Ionics Section 401(k) Stock Savings
Plan on Form 11-K for the year ended December 31, 1993 is hereby filed
pursuant to rule 15d-21 and General Instruction F to Form 10-K as an
Exhibit to said Annual Report on Form 10-K.
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.
IONICS, INCORPORATED
(Registrant)
Date: May 27, 1994 By /s/Stephen Korn
Stephen Korn
Vice President and
General Counsel
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) 1. Financial Statements
See Index to Financial Statements and Financial Statement
Schedules on page IV-7. The Financial Statement Schedules are
filed as part of this Annual Report on Form 10-K.
2. Financial Statement Schedules
See Index to Financial Statements and Financial Statement
Schedules on page IV-7.
3. Exhibits
Exhibit Page
No. Description No.
3.0 Articles of Organization and By-Laws
3.1 Restated Articles of Organization (filed *
as Exhibit 3(a) to Form 10-K for year
ended December 31, 1986).
3.1(a) Amendment to the Restated Articles of *
Organization (filed as Exhibit 3(b) to
Form 10-K for year ended December 31, 1987).
3.1(b) Amendment to Restated Articles of *
Organization (filed as Exhibit 3.1(b) to
Registration Statement No. 33-38290 on
Form S-2 effective January 24, 1991).
3.2 By-Laws, as amended (filed as Exhibit 19 to *
Form 10-Q for the quarter ended September 30,
1989).
4.0 Instruments defining the rights of security holders,
including indentures
4.1 Industrial Revenue Bond issued by the Town **
of Watertown, Massachusetts in the amount of
$3,000,000 guaranteed by Registrant, and
related documents.
4.2 Agreement for a loan payable by a consolidated **
subsidiary to a bank in Australia in the principal
amount of 725,000 Australian dollars guaranteed
by Registrant, and related documents.
IV-1
<PAGE>
4.3 Rights Agreement, dated as of December 22, 1987, *
as amended and restated as of August 15, 1989,
between Registrant and The First National Bank
of Boston (filed as Exhibit 1 to Registrant's
Current Report on Form 8-K dated August 30, 1989).
4.4 Indenture, dated as of December 22, 1987, between *
Registrant and The First National Bank of Boston,
relating to Rights Agreement (filed as Exhibit 2
to Registrant's Current Report on Form 8-K dated
December 22, 1987).
4.5 Form of Common Stock Certificate (filed as Exhibit *
4.10 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990).
10. Material Contracts
10.1 1979 Stock Option Plan, as amended through
February 17, 1994.
10.2 1986 Stock Option Plan for Non-Employee Directors, *
as amended though February 18, 1992 (filed as
Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991).
10.3 Amended and Restated Credit Agreement between *
Registrant and The First National Bank of Boston
dated as of December 31, 1992 (filed on Exhibit
10.3 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992).
10.4 Operating Agreement dated as of September 27, *
1989 between Registrant and Aqua Cool Enter-
prises, Inc. (filed as Exhibit 10.4 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989).
10.5 Term Lease Master Agreement dated as of *
September 27, 1989 between Registrant and
Aqua Cool Enterprises, Inc. (filed as Exhibit
10.5 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1989).
10.6 Option Agreement dated as of September 27, 1989 *
among Registrant, Aqua Cool Enterprises, Inc.
and the other parties named therein (filed as
Exhibit 10.6 to Registrant's registration
statement on Form S-2, No. 33-38290,
effective January 24, 1991).
10.7 Agreement for Privatization of Water Supplies *
dated as of September 18, 1990 between the
Company and the City of Santa Barbara,
California (filed as Exhibit 10.7 to
Registrant's registration statement on Form S-2,
No. 33-38290, effective January 24, 1991).
IV-2
<PAGE>
10.8 Amendment No. 1, dated as of January 3, 1992, to *
Agreement for Privatization of Water Supplies
dated as of September 18, 1990 between the Company
and the City of Santa Barbara, California (filed as
Exhibit 10.8 to Registrant's annual report on
Form 10-K for the year ended December 31, 1991).
10.9 Amendment No. 2, dated as of January 19, 1993, *
to Agreement for Privatization of Water Supplies
dated as of September 18, 1990 between the Company
and the City of Santa Barbara, California (filed as
Exhibit 10.9 to the Registrant's annual report on
Form 10-K for the year ended December 31, 1992).
10.10 Asset Purchase Agreement Among the Company, *
Resources Conservation Company, Resources
Conservation Co. International and Halliburton
NUS Corporation dated December 30, 1993 (filed as
Exhibit 2 to Registrant's current report on
Form 8-K dated February 7, 1994 and filed
electronically on the same date).
11. Statement re Computation of Earnings Per Share.
13. Annual Report to Stockholders of the Registrant for
the year ended December 31, 1993 (only pages 17
through 32 and the inside back cover constitute an
exhibit to this report).
22. Subsidiaries of the Registrant.
24. Consents
24.1 Consent of Coopers & Lybrand to incorporation
by reference of that firm's report dated
February 22, 1994, which is included on page 31 of
the Registrant's Annual Report to Stockholders
for the year ended December 31, 1993.
25. Power of Attorney.
28. Form 11-K Annual Report of the Ionics Section 401(k)
Stock Savings Plan for the year ended December 31, 1993.
________________________________
* incorporated herein by reference
** copies of which will be filed by Registrant with
the Securities and Exchange Commission upon its
request
IV-3
<PAGE>
Exhibit No. 28 to Annual Report on Form 10-K
of Ionics, Incorporated for the year ended December 31, 1993
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended ________December 31, 1993 _________
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 1-7211
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Ionics Section 401(k) Stock Savings Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
IONICS, INCORPORATED
65 Grove Street
Watertown, Massachusetts 02172
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Accountants 2
Statements of Financial Condition 3- 4
Statements of Income and Changes in Plan Equity 5- 7
Notes to Financial Statements 8-10
Signatures 11
Exhibit 1 - Consent of Independent Accountants 12
-1-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Ionics, Incorporated and the
Administrators of the Ionics Section 401(k) Stock Savings Plan:
We have audited the accompanying statements of financial condition
of the Ionics Section 401(k) Stock Savings Plan as of December 31,
1993 and 1992 and the related statements of income and changes in plan
equity for each of the three years in the period ended December 31,
1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the
Ionics Section 401(k) Stock Savings Plan at December 31, 1993 and 1992
and the income and changes in plan equity for each of the three years
in the period ended December 31, 1993, in conformity with generally
accepted accounting principles.
Coopers & Lybrand
Boston, Massachusetts
May 18, 1994
-2-
<PAGE>
<TABLE>
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
IONICS, INC. EQUITY CASH
COMMON INCOME RESERVES PURITAN
STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1993
ASSETS:
INVESTMENTS, AT MARKET (SEE NOTE 2):
IONICS, INCORPORATED COMMON STOCK:
127,379 SHARES @ $49.625 PER SHARE
(COST $3,174,341) $6,321,183 $6,321,183
FIDELITY INVESTMENTS:
EQUITY INCOME FUND:
29,735.54 SHARES @ $33.84 PER SHARE
(COST $809,176) $1,006,251 1,006,251
CASH RESERVES:
242,898.05 SHARES @ $1.00 PER SHARE
(COST $242,898) $242,898 242,898
PURITAN FUND:
43,121.96 SHARES @ $15.75 PER SHARE
(COST $619,726) $679,171 679,171
CASH AND CASH EQUIVALENTS 60,767 11,852 3,489 9,464 85,572
ACCRUED INCOME 78 5 1 4 88
RECEIVABLE FROM IONICS, INCORPORATED
AND PLAN PARTICIPANTS 40,949 5,921 1,480 6,349 54,699
$6,422,977 $1,024,029 $247,868 $694,988 $8,389,862
PLAN EQUITY $6,422,977 $1,024,029 $247,868 $694,988 $8,389,862
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-3-
</TABLE>
<PAGE>
<TABLE>
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
(CONTINUED)
<CAPTION>
IONICS, INC. EQUITY CASH
COMMON INCOME RESERVES PURITAN
STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1992
ASSETS:
INVESTMENTS, AT MARKET (SEE NOTE 2):
IONICS, INCORPORATED COMMON STOCK:
115,435 SHARES @ $67.875 PER SHARE
(COST $2,504,795) $7,835,151 $7,835,151
FIDELITY INVESTMENTS:
EQUITY INCOME FUND:
25,834 SHARES @ $29.01 PER SHARE
(COST $679,573) $749,443 749,443
CASH RESERVES:
270,843 SHARES @ $1.00 PER SHARE
(COST $270,843) $270,843 270,843
PURITAN FUND:
31,541.81 SHARES @ $14.74 PER SHARE
(COST $432,050) $464,926 464,926
CASH AND CASH EQUIVALENTS 52,487 8,919 3,295 6,421 71,122
ACCRUED INCOME 75 8 2 7 92
RECEIVABLE FROM IONICS, INCORPORATED
AND PLAN PARTICIPANTS 36,571 7,051 3,097 2,584 49,303
$7,924,284 $765,421 $277,237 $473,938 $9,440,880
PLAN EQUITY $7,924,284 $765,421 $277,237 $473,938 $9,440,880
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-4-
</TABLE>
<PAGE>
<TABLE>
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<CAPTION>
IONICS, INC. EQUITY CASH
COMMON INCOME RESERVES PURITAN
STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
PLAN EQUITY- BEGINNING OF YEAR $ 7,924,284 $ 765,421 $277,237 $473,938 $ 9,440,880
NET INVESTMENT INCOME, PRINCIPALLY
INTEREST AND DIVIDENDS 2,167 32,080 8,234 25,554 68,035
REALIZED NET CAPITAL GAINS
FROM INVESTMENTS 139,547 7,427 0 51,941 198,915
NET (DEPRECIATION) APPRECIATION IN
THE FAIR VALUE OF INVESTMENTS (2,183,514) 127,206 0 26,568 (2,029,740)
CONTRIBUTIONS: PARTICIPANTS 613,976 145,575 40,637 122,116 922,304
: IONICS, INCORPORATED 306,987 0 0 0 306,987
FORFEITURES USED TO REDUCE
COMPANY'S CONTRIBUTIONS 0 0 0 0 0
INTERFUND TRANSFERS 0 19,418 (67,884) 48,466 0
WITHDRAWALS BY AND
DISTRIBUTIONS TO PARTICIPANTS (380,470) (73,098) (10,356) (53,595) (517,519)
NET CHANGES IN PLAN
EQUITY FOR THE YEAR (1,501,307) 258,608 (29,369) 221,050 (1,051,018)
PLAN EQUITY- END OF YEAR $ 6,422,977 $1,024,029 $247,868 $694,988 $ 8,389,862
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-5-
</TABLE>
<PAGE>
<TABLE>
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
(CONTINUED)
<CAPTION>
IONICS,INC. EQUITY CASH
COMMON INCOME RESERVES PURITAN
STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1992
PLAN EQUITY- BEGINNING OF YEAR $4,813,598 $630,004 $ 240,720 $329,237 $6,013,559
NET INVESTMENT INCOME, PRINCIPALLY
INTEREST AND DIVIDENDS 1,004 27,087 9,505 22,837 60,433
REALIZED NET CAPITAL GAINS
FROM INVESTMENTS 0 2,284 0 20,584 22,868
NET APPRECIATION IN THE FAIR
VALUE OF INVESTMENTS 2,547,745 66,281 0 13,654 2,627,680
CONTRIBUTIONS: PARTICIPANTS 468,968 108,449 43,996 80,079 701,492
: IONICS, INCORPORATED 234,491 0 0 0 234,491
FORFEITURES USED TO REDUCE
COMPANY'S CONTRIBUTIONS 0 0 0 0 0
INTERFUND TRANSFERS 0 (20,889) (3,599) 24,488 0
WITHDRAWALS BY AND
DISTRIBUTIONS TO PARTICIPANTS (141,522) (47,795) (13,385) (16,941) (219,643)
NET CHANGES IN PLAN
EQUITY FOR THE YEAR 3,110,686 135,417 36,517 144,701 3,427,321
PLAN EQUITY- END OF YEAR $7,924,284 $765,421 $277,237 $473,938 $9,440,880
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-6-
</TABLE>
<PAGE>
<TABLE>
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
(CONTINUED)
<CAPTION>
IONICS, INC. EQUITY CASH
COMMON INCOME RESERVES PURITAN
STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1991
PLAN EQUITY- BEGINNING OF YEAR $2,936,753 $490,681 $139,953 $236,260 $3,803,647
NET INVESTMENT INCOME, PRINCIPALLY
INTEREST AND DIVIDENDS 1,834 27,404 11,932 15,994 57,164
REALIZED NET CAPITAL GAINS
(LOSSES) FORM INVESTMENTS 81,728 (5,343) 0 (30) 76,355
NET APPRECIATION IN THE FAIR
VALUE OF INVESTMENTS 1,604,764 121,083 0 42,560 1,768,407
CONTRIBUTIONS: PARTICIPANTS 415,115 101,996 54,645 65,138 636,894
: IONICS, INCORPORATED 208,057 0 0 0 208,057
FORFEITURES USED TO REDUCE
COMPANY'S CONTRIBUTIONS (4,750) 0 0 0 (4,750)
INTERFUND TRANSFERS 1,248 (46,115) 46,983 (2,116) 0
WITHDRAWALS BY AND
DISTRIBUTIONS TO PARTICIPANTS (431,151) (59,702) (12,793) (28,569) (532,215)
NET CHANGES IN PLAN
EQUITY FOR THE YEAR 1,876,845 139,323 100,767 92,977 2,209,912
PLAN EQUITY- END OF YEAR $4,813,598 $630,004 $240,720 $329,237 $6,013,559
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-7-
</TABLE>
<PAGE>
IONICS SECTION 401(k) STOCK SAVINGS PLAN
Notes to Financial Statements
Note 1: Investment Programs
Contributions made by employees to the Ionics Section 401(k) Stock
Savings Plan (the "Plan") may be used to purchase either common stock
of the Company or may be directed to be invested in any of three (3)
Fidelity Funds. Matching Company contributions under the Plan are
invested solely in common stock of the Company.
A brief description of each investment fund follows:
a. Ionics, Incorporated Common Stock Fund - This fund invests
directed contributions solely in common stock of the Company.
There were 438 active participants in this fund at December
31, 1993.
b. Fidelity Equity Income Fund - This mutual fund maintains a
broadly-based diversified investment portfolio of stocks,
bonds and convertible securities with its primary objective
of producing current income and capital appreciation. There
were 168 active participants in this fund at December 31,
1993.
c. Fidelity Cash Reserves - This mutual fund is essentially a
money market fund which invests principally in prime
commercial paper, high-grade corporate obligations, U.S.
Government obligations and Certificates of Deposit issued by
major banks. There were 82 active participants in this fund
at December 31, 1993.
d. Fidelity Puritan Fund - This mutual fund maintains a broadly
based, conservatively managed, diversified investment
portfolio which is primarily income-oriented with a secondary
emphasis on growth. Its portfolio consists principally of
high yielding common and preferred stocks and corporate
bonds. There were 147 active participants in this fund at
December 31, 1993.
Note 2: Investments
Investment of the Plan in Ionics, Incorporated common stock is
stated at market, market being the last sale price on December 31, 1993
of Ionics, Incorporated common stock as reported on the New York Stock
Exchange. Investments in the Plan of the three (3) Fidelity Funds are
stated at Net Asset Value of the funds reported as of December 31,
1993.
-8-
<PAGE>
Unrealized appreciation included in market value of investments at
December 31, is as follows:
Increase
1993 1992 (Decrease)
Ionics, Inc. $3,146,842 $5,330,356 $(2,183,514)
Common Stock Fund
Equity Income Fund 197,076 69,870 127,206
Puritan Fund 59,444 32,876 26,568
$3,403,362 $5,433,102 $(2,029,740)
Realized capital gains for 1993 are as follows:
Aggregate Aggregate
Cost Proceeds Gain
Ionics, Inc. $1,085,931 $1,225,478 $ 139,547
Common Stock Fund
Equity Income Fund 169,484 176,911 7,427
Cash Reserves 178,202 178,202 -0-
Puritan Fund 145,663 197,604 51,941
$1,579,280 $1,778,195 $ 198,915
The cost basis used to derive gain or loss on the sale of investments
is determined on the first-in, first-out method.
Note 3: Taxes
The United States Treasury Department issued a letter on April 15,
1987 indicating that the Plan met the requirements of Section 401(a) and
Section 401(k), and accordingly the Plan is considered to be exempt from
federal income taxes under provisions of Section 501(a).
Elective contributions made to a plan under a qualified cash-or-
deferred arrangement are not includible in the employee's gross income.
Income taxes are postponed until the employee receives a distribution from
the plan. In addition, earnings on elective contributions are accumulated
tax-free until distributed.
-9-
<PAGE>
Note 4: Subsequent Events
Effective May 1, 1994, the Plan was amended to comply with regulation
404(c) by providing multiple investment selections for plan participants
and the opportunity to change investment elections on a quarterly basis.
The cash reserve and equity-income investment options were eliminated and
replaced by a guaranteed investment contract (GIC), asset allocation and
growth fund options. Also, the Plan was amended to include loan
provisions for the participants based on certain rules including a minimum
amount of $1,000 and a maximum not to exceed the lesser of 50% of the
participant's total vested account balance or $50,000.
-10-
<PAGE>
SIGNATURES
Ionics Section 401(k) Stock Savings Plan. Pursuant to the
requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
IONICS SECTION 401(k)
STOCK SAVINGS PLAN
Date: May 27, 1994 By /s/Marianne Manzon Winsser
Marianne Manzon Winsser
Administrator
-11-
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of the Ionics Section 401(k) Stock Savings Plan on Form S-8
(Registration No. 33-2092) of our report dated May 18, 1994 on our
audits of the financial statements of the Ionics Section 401(k) Stock
Savings Plan as of December 31, 1993 and 1992, and for each of the
three years in the period ended December 31, 1993, which report is
included in this Annual Report on Form 11-K of the Plan which is being
filed as Exhibit 28 to the Annual Report on Form 10-K of Ionics,
Incorporated for the year ended December 31, 1993.
Coopers & Lybrand
Boston, Massachusetts
May 27, 1994
- - - - - -12-
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