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, 1995
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)
/1
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, 1995 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, 1995, as Exhibit 13(b)
thereto. The annual Report of the Ionics Section 401(k) Stock Savings
Plan on Form 11-K for the year ended December 31, 1995 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: June 28, 1995 By /s/Stephen Korn
Stephen Korn
Vice President and
General Counsel
/2
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.
<TABLE>
3. Exhibits
<CAPTION>
Exhibit Page
No. Description No.
<S> <C> <C> <C>
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 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.
4.2 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).
/3
IV-1
4.3 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).
4.4 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 22, 1996.
10.2 1986 Stock Option Plan for Non-Employee Directors,
as amended through August 22, 1995.
10.3 Amended and Restated Credit Agreement between *
Registrant and the First National Bank of Boston
dated as of December 31, 1992 (filed as Exhibit
10.3 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992).
10.3(1) Amendment Agreement No. 1, dated as of
December 31, 1995, to Amended and Restated
Credit Agreement between Registrant and The
First National Bank of Boston.
10.4 Operating Agreement dated as of September 27, *
1989 between Registrant and Aqua Cool
Enterprises, 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).
/4
IV-2
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).
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 Amendment No. 3, dated June 28, 1994, to Agreement *
for Privatization of Water Supplies dated as of
September 18, 1990, between the Company and the City
of Santa Barbara, California (filed electronically as
Exhibit 10.1 to the Registrant's Form 10-Q for the
period ended June 30, 1994).
10.11 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).
10.12 1994 Restricted Stock Plan (filed as Exhibit 10.12 *
to Registrant's Annual Report on Form 10-K dated
March 30, 1995 and filed electronically on the
same date).
11. Statement re Computation of Earnings Per Share. *
13.(a) Annual Report to Stockholders of the Registrant for *
the year ended December 31, 1995 (only pages 16
through 32 and the inside back cover constitute an
exhibit to this report).
13.(b) Form 11-K Annual Report of the Ionics Section 401(k) 7
Stock Savings Plan for the year ended December 31, 1995.
21. Subsidiaries of the Registrant. *
/5
IV-3
23. Consents
23.1 Consent of Coopers & Lybrand L.L.P. to incorporation *
by reference of that firm's report dated
February 20, 1996, which is included on page 31 of
the Registrant's Annual Report to Stockholders
for the year ended December 31, 1995.
24. Power of Attorney. *
________________________________
* incorporated herein by reference
** copies of which will be filed by Registrant with the
Securities and Exchange Commission upon its request
</TABLE>
/6
IV-4
Exhibit No. 13(b) to Annual Report on Form 10-K
of Ionics, Incorporated for the year ended December 31, 1995
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, 1995 _________
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
/7
IONICS, INCORPORATED
SECTION 401(k) STOCK SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
For the years ended December 31, 1995 and 1994
________
Page(s)
Independent Auditors Report 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1995 and 1994 3-4
Statements of Changes in Net Assets Available for
Plan Benefits for the years ended December 31,
1995 and 1994 5-6
Notes to Financial Statements 7-11
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes, at
December 31, 1995 12
Schedule of Reportable Transactions
for the year ended December 31, 1995 13
/8
INDEPENDENT AUDITOR'S REPORT
Administrators
Ionics Section 401(k) Stock Savings Plan
Watertown, Massachusetts
We have audited the accompanying statements of net assets available
for plan benefits of the Ionics Section 401(k) Stock Savings Plan (the
Plan) as of December 31, 1995, and the related statement of changes in net
assets available for plan benefits for the year then ended. These
financial statements and schedules based on our audit. The financial
statements of the Ionics Section 401(k) Stock Savings Plan as of December
31, 1994 were audited by other auditors whose report dated May 26, 1995
expressed an unqualified opinion on those statements.
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 plan
benefits of the Plan as of December 31, 1995 and the changes in its net
assets available for plan benefits for the year then ended, in conformity
with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for Reporting and Disclosure under the employee Retirement Income
Security Act of 1974 and are not a required part of the basic financial
statements. Such schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/BELANGER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Chelmsford, Massachusetts
May 31, 1996
-2-
/9
<TABLE>
IONICS SECTION 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
<CAPTION>
PARTICIPANT - DIRECTED FUNDS
IONICS, INC. ASSET BT PARTIC-
COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/
STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
INVESTMENTS, AT MARKET
(SEE NOTES 2,3 & 7)
IONICS, INCORPORATED
COMMON STOCK:
293,324 SHARES @
$43.50 PER SHARE $12,759,594 $12,759,594
FIDELITY INVESTMENTS:
PURITAN FUND:
62,398.762 SHARES
@ $17.01 PER SHARE $1,061,403 1,061,403
ASSET MANAGER FUND:
17,230.408 SHARES
@ $15.85 PER SHARE $ 273,102 273,102
CONTRAFUND FUND:
30,468.567 SHARES
@ $38.02 PER SHARE $ 1,158,415 1,158,415
BT PYRAMID GIC FUND $ 750,252 750,252
CASH AND CASH EQUIVALENTS 132,604 $ 47,261 179,865
AMOUNTS RECEIVABLE FROM
IONICS, INCORPORATED
AND PLAN PARTICIPANTS 211,863 211,863
LOANS RECEIVABLE FROM
PLAN PARTICIPANTS $ 387,066 387,066
TOTAL ASSETS $12,892,198 $1,061,403 $ 273,102 $ 1,158,415 $ 750,252 $ 387,066 $ 259,124 $16,781,560
LIABILITIES -0- -0- -0- -0- -0- -0- -0- -0-
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $12,892,198 $1,061,403 $ 273,102 $ 1,158,415 $ 750,252 $ 387,066 $ 259,124 $16,781,560
The accompanying notes are an integral part of these financial statements.
-3-
</TABLE>
/10
<TABLE>
IONICS SECTION 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
<CAPTION>
PARTICIPANT - DIRECTED FUNDS
IONICS, INC. ASSET BT PARTIC-
COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/
STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
INVESTMENTS, AT MARKET
(SEE NOTES 2,3 & 7)
IONICS, INCORPORATED
COMMON STOCK:
138,691 SHARES @
$62.75 PER SHARE $ 8,702,860 $ 8,702,860
FIDELITY INVESTMENTS:
PURITAN FUND:
58,620.372 SHARES
@ $14.81 PER SHARE $ 868,168 868,168
ASSET MANAGER FUND:
14,771.251 SHARES
@ $13.83 PER SHARE $ 204,286 204,286
CONTRAFUND FUND:
19,295.650 SHARES
@ $30.28 PER SHARE $ 584,272 584,272
BT PYRAMID GIC FUND $ 788,297 788,297
CASH AND CASH EQUIVALENTS 241 $ 75,774 76,015
ACCRUED INCOME 65 65
AMOUNTS RECEIVABLE FROM
IONICS, INCORPORATED
AND PLAN PARTICIPANTS 77,926 77,926
LOANS RECEIVABLE FROM
PLAN PARTICIPANTS $ 235,321 235,321
TOTAL ASSETS $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210
LIABILITIES -0- -0- -0- -0- -0- -0- -0- -0-
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210
The accompanying notes are an integral part of these financial statements.
-4-
</TABLE>
/11
<TABLE>
IONICS SECTION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
PARTICIPANT - DIRECTED FUNDS
IONICS, INC. ASSET BT PARTIC-
COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/
STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN
BENEFITS - BEGINNING
OF YEAR $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210
NET INVESTMENT INCOME,
PRINCIPALLY
INTEREST
AND DIVIDENDS 1,055 55,579 7,559 88,968 43,738 27,937 7,059 231,895
NET APPRECIATION
(DEPRECIATION)
IN THE FAIR VALUE OF
INVESTMENTS 3,434,179 130,909 33,916 158,075 3,757,079
CONTRIBUTIONS:
PARTICIPANTS 1,881,968 1,881,968
EMPLOYER 433,127 433,127
LOAN PAYMENTS (155,467) 45,955 (109,512)
TRANSFERS 768,943 6,747 27,341 327,100 (79,621) (1,050,510) -0-
WITHDRAWALS BY AND
DISTRIBUTIONS TO
PARTICIPANTS (15,145) (2,162) 279,274 (1,212,174) (950,207)
NET INCREASE(DECREASE) 4,189,032 193,235 68,816 574,143 (38,045) 151,744 105,425 5,244,350
NET ASSETS AVAILABLE
FOR PLAN BENEFITS -
END OF YEAR $12,892,198 $1,061,403 $ 273,102 $1,158,415 $ 750,252 $ 387,065 $ 259,125 $16,781,560
The accompanying notes are an integral part of these financial statements.
-5-
</TABLE>
/12
<TABLE>
IONICS SECTION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
PARTICIPANT - DIRECTED FUNDS
IONICS, INC. EQUITY CASH ASSET CONTRA- BT PARTIC-
COMMON INCOME RESERVES PURITAN MANAGER FUND PYRAMID IPANT CASH/
STOCK FUND FUND FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN
BENEFITS - BEGINNING
OF YEAR $ 6,422,977 $1,024,029 $ 247,868 $694,988 $ -0- $ -0- $ -0- $ -0- $ -0- $ 8,389,862
NET INVESTMENT INCOME,
PRINCIPALLY
INTEREST
AND DIVIDENDS 927 8,048 2,681 27,347 3,317 -0- 28,966 6,932 3,482 81,700
NET APPRECIATION
(DEPRECIATION)
IN THE FAIR VALUE OF
INVESTMENTS 1,819,681 (27,132) -0- (17,184) (6,110) 10,239 -0- -0- -0- 1,779,494
CONTRIBUTIONS:
PARTICIPANTS 213,552 55,981 9,595 57,457 -0- -0- -0- -0- 1,196,950 1,533,535
EMPLOYER 106,777 -0- -0- -0- -0- -0- -0- -0- 325,998 432,775
FORFEITURES USED TO
REDUCE COMPANY'S
CONTRIBUTION (29,279) -0- -0- -0- -0- -0- -0- -0- (27,814) (57,093)
LOAN PAYMENTS -0- -0- -0- -0- -0- -0- -0- (25,539) 25,539 -0-
TRANSFERS 241,802 (1,056,080) (258,212) 113,345 207,079 574,033 760,767 253,928 (836,662) -0-
WITHDRAWALS BY AND
DISTRIBUTIONS TO
PARTICIPANTS (73,271) (4,846) (1,932) (7,785) -0- -0- (1,436) -0- (533,793) (623,063)
NET INCREASE(DECREASE) 2,280,189 (1,024,029) (247,868) 173,180 204,286 584,272 788,297 235,321 153,700 3,147,348
NET ASSETS AVAILABLE
FOR PLAN BENEFITS -
END OF YEAR $8,703,166 $ -0- $ -0- $868,168 $204,286 $584,272 $788,297 $235,321 $ 153,700 $11,537,210
The accompanying notes are an integral part of these financial statements.
-6-
</TABLE>
/13
IONICS SECTION 401(k) STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
Note 1: THE PLAN AND ITS PROVISIONS
The Ionics Section 401(k) Stock Savings Plan (the "Plan") became effective
January 1, 1986. Effective May 1, 1994, the Plan was amended to provide a
broader range of investment selections for plan participants and the
opportunity to change investment elections on a quarterly basis. Other
amendments to the Plan were also adopted, including provisions to permit
participants to borrow from their accounts. In addition, the Plan trustee
was changed from the Bank of Boston to the PNC Bank, New England.
Participants should refer to the Summary Plan Description for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan qualified under Section 401(k)
of the U.S. Internal Revenue Code covering all permanent employees of
Ionics, Incorporated, (the "Company") working as least 20 hours per week
who have completed one year of service. The Plan was established to
provide benefits to participants upon retirement, termination of
employment, death, permanent and total disability, or demonstration of
financial hardship. The Plan is subject to the provisions of the employee
Retirement Income Security Act of 1974.
Investment Options
Prior to the May 1, 1994 amendment, the following investments were
available to participants:
Ionics, Incorporated Common Stock Fund - This fund invests directed
contributions solely in common stock of the Company.
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.
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.
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.
-7-
/14
Note 1: THE PLAN AND ITS PROVISIONS (Continued)
The May 1, 1994 amendment changed the investment options by
eliminating the Fidelity Equity Income Fund and the Fidelity Cash
Reserves and adding the following options:
Fidelity Asset Manager Fund - This mutual fund maintains an
investment portfolio of stocks, bonds and short-term investments
of U.S. and foreign issuers, and has a primary objective of high
total return with reduced risk over the long term.
Fidelity Contrafund - This mutual fund invests primarily in common
stocks and securities convertible into common stocks, and has
capital appreciation as its investment objective.
BT Pyramid GIC Fund - This fund, administered by The Bankers Trust
Company, invests primarily in Guaranteed Investment Contracts and
Bank Investment Contracts and Bankers Trust Commingled short-term
investment funds, and has as its objectives safety of principal,
stability, superior yields and a predictable annual return. The
fund sets an estimated range of return on an annual basis, but
because results can be affected by economic or market conditions,
it does not guarantee the rate.
All cash transactions, including contributions, fund purchases,
fund liquidations, loans, distributions, etc. are made through a
conduit account, which is an interest bearing cash account with
the PNC Bank, New England.
Participation Contributions
Employees who meet certain length of service requirements may
elect to become participants in the Plan and contribute, on a pre-
tax basis, from 1% to 12% of their compensation as defined by the
Plan. The annual amounts so contributed by employees are subject
to certain federal income tax limitations. Contributions made by
employees to the Plan may be used to purchase either common stock
of the Company or may be directed to be invested in any of the
available investment funds.
Participant Accounts
Each participant's account is credited with the participant's
contribution and an allocation of Plan earnings. Allocations are
based on total investment earnings and average participant
investment balances, as defined.
Company Contribution
The terms and conditions of the Plan provide for the Company to
contribute 50% of the first 6% an employee elects to invest in
-8-
/15
Note 1: THE PLAN AND ITS PROVISIONS (Continued)
common stock of the company (subject to certain limitations). The
maximum annual amount that the Company may contribute on behalf of
employees is currently $450,000, and that limit is set by the
Board of Directors of the Company. Matching Company contributions
under the Plan are invested solely in common stock of the Company.
Non-vested Company contributions may, subject to certain
restrictions, be forfeited upon withdrawal of the employee from
the Plan and be used as a credit to reduce future Company
contributions.
Vesting
All participant contributions are 100% vested when made. Company
matching contributions are vested in increasing percentages based
on the years of service of the individual employee, from 33 1/3%
after two years to 100% after four years.
Plan Expenses
The Plan provides that all expenses of the Plan and its
administration shall be paid by the Company.
Withdrawals
A participant can make a hardship withdrawal of their own
contributions, subject to Internal Revenue Service restrictions.
A participant may withdraw the entire vested amount due to their
own contributions after attaining age 59 1/2.
Loans
A participant can borrow money from their vested account subject
to certain rules including a minimum amount of $1,000 and a
maximum amount not to exceed the lesser of 50% of the
participant's total vested account balance or $50,000.
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented on the accrual
basis of accounting.
Valuation of Investments
Investment of the Plan in Ionics, Incorporated common stock is
stated at market, market being the last sale price on December 31,
1995 of Ionics, Incorporated common stock as reported on the New
York Stock Exchange. Investments in the Plan of the three (3)
Fidelity Funds and the BT Pyramid GIC Fund are stated at the Net
Asset Value of the funds reported as of December 31, 1995.
-9-
/16
The Plan presents in the statement of changes in net assets
available for plan benefits the net appreciation (depreciation) in
the fair value of its investments which consist of realized gains
or losses and the unrealized appreciation (depreciation) of these
investments.
Payment of Benefits
Benefits are recorded when paid.
Note 3: INVESTMENTS
<TABLE>
The following is a summary of investments at December 31, 1995 and
1994, respectively:
<CAPTION>
Market Value Cost
Fund 1995 1994 1995 1994
Investments At Fair Value
As Determined By Quoted
Market Price
<S> <C> <C> <C> <C>
Ionics, Incorporated
Common Stock $12,759,594 $ 8,702,860 $ 5,134,085 $ 3,993,545
Fidelity funds:
Puritan 1,061,403 868,168 977,269 879,599
Asset Manager 273,102 204,286 251,317 212,900
Contrafund 1,158,415 584,272 999,208 575,294
BT Pyramid GIC Fund 750,252 788,297 750,252 788,297
Other Investments
Participant Loans 387,066 235,321 387,066 235,321
$16,389,832 $11,383,204 $ 8,500,197 $ 6,684,956
-10-
</TABLE>
/17
Note 4: INCOME TAX STATUS
The Internal Revenue Service has determined and informed
the Company by a letter dated September 12, 1995 that the
Plan is qualified and the trust established under the Plan
is tax-exempt, under the appropriate sections of the Code.
Note 5: PLAN TERMINATION
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent
vested in their accounts.
Note 6: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
<TABLE>
The following is a reconciliation of net assets available
for benefits per the financial statements at
December 31, 1995 and 1994 to Form 5500:
<CAPTION>
1995 1994
<S> <C> <C>
Net assets available for benefits
per the financial statements $16,781,560 $11,537,210
Amounts allocated to withdrawing
participants (178,505) (298,949)
Net assets available for benefits
per the form 5500 $16,603,055 $11,238,261
</TABLE>
The following is a reconciliation of benefits paid to
participants per the financial statements for the year ended
December 31, 1995 to Form 5500:
Benefits paid to participants per the
financial statements $ 950,207
Add: Amounts allocated to withdrawing
participants at December 31, 1995 178,505
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (298,949)
Benefits paid to participants per Form 5500 $ 829,763
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 but not yet paid as of
that date.
Note 7: STOCK SPLIT
The investment in Ionics, Incorporated Common Stock reflects
a 2-for-1 stock split effected by a 100% stock dividend paid on
January 6, 1995.
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<TABLE>
ATTACHMENT TO FORM 5500
EIN: 04-2068530
PN: 003
SCHEDULE I
IONICS SECTION 401(k) STOCK SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Face Amount,
Shares or Current
Description of Investment Rate Cost Value
<S> <C> <C> <C>
Cash and Cash Equivalents - $ 179,865 $ 179,865
Ionics, Incorporated
Common Stock 293,324 5,135,085 12,759,594
Fidelity Investments
Puritan Fund 62,399 977,269 1,061,403
Asset Manager Fund 17,230 251,317 273,102
Contrafund 30,469 999,208 1,158,415
BT Pyramid GIC Fund 750,252 750,252
Participant Loans
(Rate of Interest 8.75% to 10.25%) -0- 387,066
Total Funds Invested $8,292,996 $16,569,697
The accompanying notes are an integral part of these supplemental schedules.
</TABLE>
-12-
/19
<TABLE>
ATTACHMENT TO FORM 5500 SCHEDULE II
EIN: 04-2068530
PN: 003
IONICS, INCORPORATED
SECTION 401(k) STOCK SAVINGS PLAN
ITEM 27D
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Current Value
Of Asset On
Purchase Selling Cost of Transaction Net Gain
Description of Asset Price Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS
None
SERIES OF TRANSACTIONS
Purchase:
Fidelity Investments
13,933 shares of
Contrafund 506,502
Company Stock
43,196 shares of
Ionics, Inc.
Common Stock 1,458,280
Sale:
Fidelity Investments
2,760 shares of
Contrafund $ 90,434 $ 82,588 $ 90,434 7,846
Company Stock
25,077 shares of
Ionics, Inc.
Common Stock 822,276 303,291 822,276 518,985
The accompanying notes are an integral part of these supplemental schedules.
</TABLE>
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/20
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: June 28, 1996 By /s/Marianne Manzon Winsser
Marianne Manzon Winsser
Administrator
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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 31, 1996 on our audits of the financial
statements of the Ionics Section 401(k) Stock Savings Plan
as of December 31, 1995, which report is included in this
Annual Report on Form 11-K of the Plan which is being filed
as Exhibit 13(b) to the Annual Report on Form 10-K of
Ionics, Incorporated for the year ended December 31, 1995.
/s/BELANGER & COMPANY P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Chelmsford, Massachusetts
June 26, 1996
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