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
For the fiscal year ended: December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ended: _________________________
Commission File Number: 1-7211
IONICS, INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2068530
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
65 Grove Street, Watertown, Massachusetts 02472
(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: Common Stock, $1 par value
Name of each exchange on which registered: 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, 1999 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, 1999 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, 1999 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 27, 2000 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 and Financial Statement Schedules on page IV-8.
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-8.
3. Exhibits
Exhibit No. Description
3.0 Articles of Organization and By-Laws
3.1 Restated Articles of Organization filed April 16, 1986 *
(filed as Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997).
3.1(a) Amendment to Restated Articles of Organization *
filed June 19, 1987 (filed as Exhibit 3.1(a) to the
Company's Annual Report of Form 10-K for the year
ended December 31, 1997).
3.1(b) Amendment to Restated Articles of Organization *
filed May 13, 1988 (filed as Exhibit 3.1(b) to
Registration Statement No. 33-38290 on Form S-2
effective January 24, 1991).
3.1(c) Amendment to Restated Articles of Organization *
filed May 8, 1992 (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ending June 30, 1996).
3.1(d) Amendment to Restated Articles of Organization *
filed May 8, 1998 (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ending March 31, 1998).
<PAGE>
3.2 By-Laws, as amended through November 14, 1997 *
(filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1997)
4.0 Instruments defining the rights of security holders, including
indentures
4.1 Renewed Rights Agreement, dated as of August 19, *
1997 between Registrant and BankBoston N.A. (filed
as Exhibit 1 to the Company's Current Report on
Form 8-K dated August 27, 1997).
4.2 Form of Common Stock Certificate (filed as *
Exhibit 4.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1997)
10.0 Material Contracts
10.1 1979 Stock Option Plan, as amended through *
February 22, 1996 (filed as Exhibit 10.1
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).
10.2 1986 Stock Option Plan for Non-Employee *
Directors, as amended through February 19,
1997 (filed as Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1996).
10.3 Amended and Restated Credit Agreement *
between the Company and the First National
Bank of Boston dated as of December 31, 1992
(filed as Exhibit 10.3 to the Company's
Annual Report for the year ended December
31, 1997).
10.3(1) Amendment Agreement No. 1, dated as of *
December 31, 1995, to Amended and Restated
Credit Agreement between the Company and The
First National Bank of Boston (filed as
Exhibit 10.2(1) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995).
10.3(2) Amendment Agreement No. 2, dated as of December *
31, 1998, to Amended and Restated Credit
Agreement between the Company and BankBoston
N.A. (filed as Exhibit 10.3(2) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1998).
<PAGE>
10.4 Operating Agreement dated as of September 27, *
1989 between the Company and Aqua Cool
Enterprises, Inc. (filed as Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.5 Term Lease Master Agreement dated as of September *
27, 1989 between the Company and Aqua Cool
Enterprises, Inc. (filed as Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.6 Option Agreement dated as of September 27, 1989 *
among the Company, Aqua Cool Enterprises, Inc.
and the other parties named therein (filed as Exhibit
to the Company's registration statement on Form
S-2, No. 33-38290, effective January 24, 1991).
10.7 1994 Restricted Stock Plan (filed as Exhibit *
10.12 to the Company's Annual Report on Form 10-K
dated March 30, 1995).
10.8 1997 Stock Incentive Plan (filed as Exhibit 10.12 *
to the Company's Annual Report on Form 10-K dated
December 31, 1996).
10.9 Ionics, Incorporated Supplemental Executive *
Retirement Plan effective as of January 1, 1996
(filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K dated December 31, 1997).
10.10 Form of Employee Retention Agreement dated *
February 24, 1998 between the Company and
certain officers of the Company and its
subsidiaries (filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K dated
December 31, 1997).
10.11 1998 Non-Employee Directors Fee Plan (filed *
as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period
ending September 30, 1998).
<PAGE>
13.0(a) Annual Report to Stockholders of the Company for the year
ended December 31, 1999 (constituting the following
sections: Management's Discussion and Analysis of Results
of Operations and Financial Condition; Report of
Independent Accountants; Consolidated Statements of
Operations; Consolidated Balance Sheets; Consolidated
Statements of Cash Flow; Consolidated Statements of
Stockholders' Equity; Notes to Consolidated Financial
Statements; Selected Financial Data; Board of Directors;
Corporate Officers; Location of Principal Subsidiaries,
Offices and Affiliates Worldwide; Corporate Headquarters;
Trading Information; Form 10-K Annual Report; Annual
Meeting; Auditors; and Transfer Agent and Registrar).
(b) Annual Report of the Ionics Section 401(k) Stock Savings
Plan on Form 11-K for the year ended December 31, 1999.
21.0 Subsidiaries of the Registrant.
23.0 Consents
23.1 Consent of PricewaterhouseCoopers LLP to
incorporation by reference of that firm's
report dated February 22, 2000, which is
included on page 21 of the Registrant's
Annual Report to Stockholders for the year
ended December 31, 1999.
24.0 Power of Attorney.
27.0 Financial Data Schedule. **
--------------------------------
* incorporated herein by reference
** for electronic purposes only
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
3.0 Articles of Organization and By-Laws
3.1 Restated Articles of Organization filed *
April 16, 1986 (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1997).
3.1(a) Amendment to the Restated Articles of *
Organization filed June 19, 1987 (filed
as Exhibit 3.1(a) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1997).
3.1(b) Amendment to Restated Articles of *
Organization filed May 13, 1988 (filed
as Exhibit 3.1(b) to Registration Statement
No. 33-38290 on Form S-2 effective January
24, 1991).
3.1(c) Amendment to Restated Articles of *
Organization filed May 8, 1992
(filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ending June 30, 1996).
3.1(d) Amendment to Restated Articles of *
Organization filed May 8, 1998
(filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ending March 31, 1998).
3.2 By-Laws, as amended through November 14, 1997 *
(filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1997).
4.0 Instruments defining the rights of security holders,
including indentures
4.1 Renewed Rights Agreement, dated as of *
August 19, 1997 between Registrant and
BankBoston N.A. (filed as Exhibit 1 to
dated August 27, 1997).
4.2 Form of Common Stock Certificate (filed as *
Exhibit 4.2 to the Company's Annual Report
on Form 10-K for the year ended
December 31, 1997).
<PAGE>
10.0 Material Contracts
10.1 1979 Stock Option Plan, as amended through *
February 22, 1996 (filed as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.2 1986 Stock Option Plan for Non-Employee Directors, *
as amended through February 19, 1997 (filed as
Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
10.3 Amended and Restated Credit Agreement between *
the Company and the First National Bank of Boston
dated as of December 31, 1992 (filed as
Exhibit 10.3 to the Company's Annual Report
for the year ended December 31, 1997).
10.3(1) Amendment Agreement No. 1, dated as of *
December 31, 1995, to Amended and Restated
Credit Agreement between the Company and The
First National Bank of Boston (filed as Exhibit
10.3(1) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).
10.3(2) Amendment Agreement No. 2, dated as of *
December 31, 1998, to Amended and Restated
Credit Agreement between the Company and
BankBoston N.A. (filed as Exhibit 10.3(2) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1998).
10.4 Operating Agreement dated as of September 27, *
1989 between the Company and Aqua Cool
Enterprises, Inc. (filed as Exhibit 10.4 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1997).
10.5 Term Lease Master Agreement dated as of *
September 27, 1989 between the Company and
Aqua Cool Enterprises, Inc. (filed as
Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997).
10.6 Option Agreement dated as of September 27, 1989 *
among the Company, Aqua Cool Enterprises, Inc.
and the other parties named therein (filed as
Exhibit 10.6 to the Company's registration
statement on Form S-2, No. 33-38290,
effective January 24, 1991).
10.7 1994 Restricted Stock Plan (filed as Exhibit 10.12 *
to the Company's Annual Report on Form 10-K dated
March 30, 1995).
<PAGE>
10.8 1997 Stock Incentive Plan (filed as Exhibit 10.12 *
to the Company's Annual Report on Form 10-K dated
December 31, 1996).
10.9 Ionics, Incorporated Supplemental Executive *
Retirement Plan effective as of January 1, 1996
(filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K dated December 31, 1997).
10.10 Form of Employee Retention Agreement dated *
February 24, 1998 between the Company and
certain officers of the Company and its
subsidiaries (filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K dated
December 31, 1997).
10.11 1998 Non-Employee Directors Fee Plan (filed *
as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period
ending September 30, 1998).
13.0(a) Annual Report to Stockholders of the Company for the year
ended December 31, 1999 (constituting the following sections:
Management's Discussion and Analysis of Results of Operations
and Financial Condition; Report of Independent Accountants;
Consolidated Statements of Operations; Consolidated Balance
Sheets; Consolidated Statements of Cash Flow; Consolidated
Statements of Stockholders' Equity; Notes to Consolidated
Financial Statements; Selected Financial Data; Board of Directors;
Corporate Officers; Location of Principal Subsidiaries, Offices
and Affiliates Worldwide; Corporate Headquarters; Trading Informa-
tion; Form 10-K Annual Report; Annual Meeting; Auditors; and
Transfer Agent and Registrar).
(b) Annual Report of the Ionics Section 401(k) Stock Savings Plan
on Form 11-K for the year ended December 31, 1999.
21.0 Subsidiaries of the Registrant
23.0 Consents
23.1 Consent of PricewaterhouseCoopers LLP to incorporation
by reference of that firm's report dated February 22,
2000, which is included on page 21 of the Registrant's
Annual Report to Stockholders for the year ended
December 31, 1999.
24.0 Power of Attorney.
27.0 Financial Data Schedule. **
--------------------------------
* incorporated herein by reference
** for electronic purposes only
<PAGE>
Exhibit No. 13(b) to Annual Report on Form 10-K
of Ionics, Incorporated for the year ended December 31, 1999
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
For the fiscal year ended December 31, 1999
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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 02472-2882
<PAGE>
IONICS SECTION 401(k) STOCK SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
For the years ended December 31, 1999 and 1998
--------
Page(s)
Independent Auditors Report 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1999 and 1998 3-4
Statements of Changes in Net Assets Available for
Plan Benefits for the years ended December 31,
1999 and 1998 5-6
Notes to Financial Statements 7-11
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes, at
December 31, 1999 12
Schedule of Reportable Transactions
for the year ended December 31, 1999 13
<PAGE>
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, 1999 and 1998, and the related statement of changes in
net assets available for plan benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
plan administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audits
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 net assets available for plan
benefits of the Plan as of December 31, 1999 and 1998 and the changes in its net
assets available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were 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, reportable transactions and nonexempt
transactions are presented for purposes of complying with the Department of
Labor Rules and Regulations 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 CCOUNTANTS
Chelmsford, Massachusetts
June 13, 2000
-2-
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
Participant-Directed Funds
-------------------------------------------------------
Ionics, Inc. Indexed Asset Indexed
Common Puritan Contrafund Bond Manager Equity
Stock Fund Fund Fund Fund Fund Fund Sub-Total
---------- ----- ----- ----- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments @ Market
(See Notes 2, 3 & 7)
Ionics, Incorporated
Common Stock:
393,964 shares @
$28.125 per share 11,079,956 11,079,956
Puritan Fund:
116,781.69 shares @
$19.03 per share 2,222,346 2,222,346
Contrafund Fund:
89,089.624 shares @
$60.02 per share 5,347,159 5,347,159
Indexed Bond Fund:
38,956.132 shares @
$9.94 per share 387,224 387,224
Asset Manager Fund:
80,994.071 shares @
$14.49 per share 1,172,879 1,172,879
Indexed Equity Fund:
80,994.071 shares @
$14.49 per share 480,978 480,978
Janus Worldwide Fund:
13,831.108 shares @
$76.43 per share
BT Pyramid GIC Fund
Cash & Cash
Equivalents 158,592 158,592
Accounts Receivable:
From Sponsor
From Plan Participants
Loans Receivable from
Plan Participants
- - - - - - -
Total Assets 11,238,548 2 222,346 5,347,159 387,224 1,172,879 480,978 20,849,134
----------- ---------- ---------- -------- ---------- -------- ----------
Liabilities 0 0 0 0 0 0 0
Net Assets Available
for Plan Benefits $11,238,548 $2,222,346 $5,347,159 $387,224 $1,172,879 $480,978 $20,849,134
=========== ========== ========== ======== ========== ======== ===========
</TABLE>
-3- Page 1 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
Participant-Directed Funds
------------------------------------------
Janus BT
Worldwide Pyramid Participant Cash/
Sub-Total Fund GIC Fund Loans Other Total
--------- ----- --------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments @ Market
(See Notes 2, 3 & 7)
Ionics, Incorporated
Common Stock:
393,964 shares @
$28.125 per share 11,079,956 11,079,956
Puritan Fund:
116,781.69 shares @
$19.03 per share 2,222,346 2,222,346
Contrafund Fund:
89,089.624 shares @
$60.02 per share 5,347,159 5,347,159
Indexed Bond Fund:
38,956.132 shares @
$9.94 per share 387,224 387,224
Asset Manager Fund:
80,994.071 shares @
$14.49 per share 1,172,879 1,172,879
Indexed Equity Fund:
80,994.071 shares @
$14.49 per share 480,978 480,978
Janus Worldwide Fund:
13,831.108 shares @
$76.43 per share 1,057,112 1,057,112
BT Pyramid GIC Fund 1,129,641 1,129,641
Cash & Cash 158,592 158,592
Equivalents
Amounts Receivable:
From Sponsor 58,744 58,744
From Plan Participants 245,022 245,022
Loans Receivable from
Plan Participants 802,614 802,614
- - - -------- - --------
Total Assets 20,849,134 1,057,112 1,129,641 802,614 303,766 24,142,267
---------- --------- --------- -------- ------- ----------
Liabilities 0 0 0 0 0
Net Assets Available
for Plan Benefits $20,849,134 $1,057,112 $1,129,641 $802,614 $303,766 $24,142,267
=========== ========== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3- Page 2 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant-Directed Funds
-------------------------------------------------------
Ionics, Inc. Indexed Multi Indexed
Common Puritan Contrafund Bond Asset Equity
Stock Fund Fund Fund Fund Fund Fund Sub-Total
---------- ----- ----- ----- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments @ Market
(See Notes 2, 3 & 7)
Ionics, Incorporated
Common Stock:
362,638 shares @
$29.9375 per share 10,856,475 10,856,475
Puritan Fund:
112,008.059 shares @
$20.07 per share 2,248,001 2,248,001
Contrafund Fund:
79,138.441 shares @
$56.79 per share 4,494,272 4,494,272
Indexed Bond Fund:
31,702.851 shares @
$10.93 per share 346,512 346,512
Multi Asset Fund:
69,193.101 shares @
$15.36 per share 1,047,446 1,047,446
Indexed Equity Fund:
10,428.7631 shares @
$33.39 per share 348,217 348,217
Janus Worldwide Fund:
11,714.329 shares @
$47.36 per share
BT Pyramid GIC Fund
Cash & Cash
Equivalents 202,839 202,839
Accounts Receivable:
From Sponsor
From Plan Participants
Loans Receivable from
Plan Participants
- - - - - - -
Total Assets 11,059,314 2,248,001 4,494,272 346,512 1,047,446 348,217 19,543,762
----------- ---------- ---------- -------- ---------- -------- ----------
Liabilities 0 0 0 0 0 0 0
Net Assets Available
for Plan Benefits $11,059,314 $2,248,001 $4,494,272 $346,512 $1,047,446 $348,217 $19,543,762
=========== ========== ========== ======== ========== ======== ===========
</TABLE>
-4- Page 1 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant-Directed Funds
------------------------------------------
Janus BT
Worldwide Pyramid Participant Cash/
Sub-Total Fund GIC Fund Loans Other Total
--------- ----- --------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments @ Market
(See Notes 2, 3 & 7)
Ionics, Incorporated
Common Stock:
362,638 shares @
$29.9375 per share 10,856,475 10,856,475
Puritan Fund:
112,008.059 shares @
$20.07 per share 2,248,001 2,248,001
Contrafund Fund:
79,138.441 shares @
$56.79 per share 4,494,272 4,494,272
Indexed Bond Fund:
31,702.851 shares @
$10.93 per share 346,512 346,512
Multi Asset Fund:
68,193.101 shares @
$15.36 per share 1,047,446 1,047,446
Indexed Equity Fund:
10,428.7631 shares @
$33.39 per share 348,217 348,217
Janus Worldwide Fund:
11,714.329 shares @
$47.36 per share 554,791 554,791
BT Pyramid GIC Fund 1,165,028 1,165,028
Cash & Cash
Equivalents 202,839 202,839
Amounts Receivable:
From Sponsor 60,046 60,046
From Plan Participants 232,343 232,343
Loans Receivable from
Plan Participants 792,691 792,691
- - - -------- - --------
Total Assets 19,543,762 554,791 1,165,028 792,691 292,389 22,348,661
---------- ------- --------- -------- ------- ----------
Liabilities 0 0 0 0 0 0
Net Assets Available
for Plan Benefits $19,543,762 $554,791 $1,165,028 $792,691 $292,389 $22,348,661
=========== ======== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4- Page 2 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
Participant-Directed Funds
----------------------------------------------------------
Ionics, Inc. Indexed Asset Indexed
Common Puritan Contrafund Bond Manager Equity
Stock Fund Fund Fund Fund Fund Fund Sub-Total
---------- ----- ----- ----- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available
for Plan Benefits -
Beginning of Year 11,059,314 2,248,001 4,494,272 346,512 1,047,446 348,217 19,543,762
---------- --------- --------- ------- --------- ------- ----------
Net Investment Income
Principally Interest
and Dividends 4,585 180,533 801,367 27,234 178,911 25,477 1,218,107
Net Appreciation
(Depreciation) in the
Fair Value of
Investments (740,455) (119,424) 296,252 (35,202) (55,610) 51,334 (603,105)
Contributions:
Participants
Employer
Acquisitions
Loan Advances
Loan Payments
Transfers 1,665,970 (86,764) (244,732) 48,680 2,132 55,950 1,441,236
Withdrawals by and
Distributions to
Participants (750,866) (750,866)
Net Increase (Decrease) 179,234 (25,655) 852,887 40,712 125,433 132,761 1,305,372
------- -------- -------- ------- -------- -------- ---------
Net Assets Available
for Plan Benefits -
End of Year $11,238,548 $2,222,346 $5,347,159 $387,224 $1,172,879 $480,978 $20,849,134
=========== ========== ========== ======== ========== ======== ===========
</TABLE>
-5- Page 1 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
Participant-Directed Funds
------------------------------------
Janus BT
Worldwide Pyramid Participant Cash/
Sub-Total Fund Fund Loans Other Total
--------- ----- ----- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available
for Plan Benefits -
Beginning of year 19,543,762 554,791 1,165,028 792,691 292,389 22,348,661
---------- ------- --------- ------- ------- ----------
Net Investment Income
Principally Interest
and Dividends 1,218,107 16,995 64,240 71,932 1,371,274
Net Appreciation
(Depreciation) in the
Fair Value of
Investments (603,105) 371,360 (231,745)
Contributions:
Participants 2,597,904 2,597,904
Employer 677,770 677,770
Acquisitions
Loan Advances 458,430 (458,430) 0
Loan Payments (448,008) 448,008 0
Transfers 1,441,236 113,966 (99,627) (1,455,575) 0
Withdrawals by and
Distributions to
Participants (750,866) (72,431) (1,798,300) (2,621,597)
Net Increase (Decrease) 1,305,372 502,321 (35,387) 9,923 11,377 1,793,606
--------- -------- -------- ------ ------- ----------
Net Assets Available
for Plan Benefits -
End of Year $20,849,134 $1,057,112 $1,129,641 $802,614 $303,766 $24,142,267
=========== ========== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5- Page 2 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant-Directed Funds
-----------------------------------------------------
Ionics, Inc. Indexed Multi- Indexed
Common Puritan Contrafund Bond Asset Equity
Stock Fund Fund Fund Fund Fund Fund Sub-Total
---------- ----- ----- ----- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available
for Plan Benefits -
Beginning of Year 12,987,729 1,903,802 3,441,509 151,279 490,991 65,041 19,040,351
---------- --------- --------- ------- ------- ------ ----------
Net Investment Income
Principally Interest
and Dividends 5,609 231,338 331,178 20,502 154,945 14,538 758,110
Net Appreciation
(Depreciation) in the
Fair Value of
Investments (3,135,925) 87,485 734,112 (2,727) (34,794) 50,472 (2,301,377)
Contributions:
Participants
Employer
Acquisitions
Loan Advances
Loan Payments
Transfers 1,649,130 25,376 (12,527) 177,458 436,304 218,166 2,493,907
Withdrawals by and
Distributions to
Participants (447,229) (447,229)
Net Increase (Decrease) (1,928,415) 344,199 1,052,763 195,233 556,455 283,176 503,411
----------- -------- --------- ------- ------- ------- -------
Net Assets Available
for Plan Benefits -
End of Year $11,059,314 $2,248,001 $4,494,272 $346,512 $1,047,446 $348,217 $19,543,762
=========== ========== ========== ======== ========== ======== ===========
</TABLE>
-6- Page 1 of 2
<PAGE>
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant-Directed Funds
---------------------------------
Janus BT
Worldwide Pyramid Participant Cash/
Sub-Total Fund Fund Loans Other Total
--------- ----- ----- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available
for Plan Benefits -
Beginning of year 19,040,351 237,322 965,208 682,144 263,783 21,188,808
---------- ------- ------- ------- ------- ----------
Net Investment Income
Principally Interest
and Dividends 758,110 2,132 55,803 74,167 408 890,620
Net Appreciation
(Depreciation) in the
Fair Value of
Investments (2,301,377) 86,030 (2,215,347)
Contributions:
Participants 3,743,207 3,743,207
Employer 778,688 778,688
Acquisitions 6,463 126,857 133,320
Loan Advances 425,845 (425,845) 0
Loan Payments (366,140) 366,140 0
Transfers 2,493,907 229,307 144,017 (2,867,231) 0
Withdrawals by and
Distributions to
Participants (447,229) (29,788) (1,693,618) (2,170,635)
Net Increase (Decrease) 503,411 317,469 199,820 110,547 28,606 1,159,853
------- -------- -------- -------- ------- ----------
Net Assets Available
for Plan Benefits -
End of Year $19,543,762 $554,791 $1,165,028 $792,691 $292,389 $22,348,661
=========== ======== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6- Page 2 of 2
<PAGE>
IONICS SECTION 401(K) STOCK STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
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. On August 25, 1997, the Plan was amended to increase the
number of investment options, reduce the period for changing contribution rates
from quarterly to monthly, and institute daily account valuation. In addition,
the trustee was changed from PNC Bank to New York Life Trust Company.
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 and domestic subsidiaries (the "Company") working at least
20 hours per week who have completed one year of service (effective March 1,
2000, the Plan was amended to permit new employees to become eligible to
participate in the Plan effective as of the first day of the month coincident
with or next following the employee's date of hire). 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
The following investment options are available to participants:
Ionics, Incorporated Common Stock Fund - This fund invests directed
contributions solely in common stock of the Company.
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.
Fidelity Contrafund - This mutual fund invests primarily in common
stocks and securities convertible into common stocks, and has capital
appreciation as its investment objective.
MainStay Institutional Indexed Bond Fund - This income mutual fund
invests in investment grade corporate and U.S. Government bonds, mortgage-backed
securities and asset-backed securities. The fund measures itself by the Salomon
Brothers Broad Investment Grade Bond Index.
MainStay Institutional Asset Manager Fund - This fund is an asset
allocation mutual fund which varies the amount invested in each class of assets,
based on anticipated risks and returns associated with each class. The fund
invests in domestic and foreign common stocks, fixed income securities and money
market instruments. Its objective is to maximize total return.
- 7 -
<PAGE>
MainStay Institutional Indexed Equity Fund - This fund is a growth
and income mutual fund. The fund seeks to correspond with the Standard & Poor's
Composite Index of 500 Stocks.
Janus Worldwide Fund - This fund seeks long-term growth with
preservation of capital. It invests mainly in common stocks of domestic and
foreign issuers. It will normally invest in issuers from at least five different
countries, including the United States. Foreign investing may be subject to
greater risks than domestic investing.
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. were made through a conduit account,
which is an interest bearing cash account with the PNC Bank, New England. On
August 25, 1997 this account was changed to the MainStay Institutional Money
Market Fund.
Participant 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 common stock of
the Company (subject to certain limitations). The maximum annual amount that the
Company may contribute on behalf of employees is currently $900,000, 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.
- 8 -
<PAGE>
Withdrawals
A participant can make a hardship withdrawal of his or her own
contributions, subject to Internal Revenue Service restrictions. A participant
may withdraw the entire vested amount due to his or her own contributions after
attaining age 59 1/2.
Loans
A participant can borrow money from his or her 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, 1999 of Ionics,
Incorporated common stock as reported on the New York Stock Exchange.
Investments in the Plan of the Fidelity Funds, the Mainstay Institutional Funds
and the BT Pyramid GIC Fund are stated at the Net Asset Value of the funds
reported as of December 31, 1999.
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.
- 9 -
<PAGE>
Note 3: INVESTMENTS
The following is a summary of investments at December 31, 1999 and
1998, respectively:
<TABLE>
<CAPTION>
Market Value Cost
1999 1998 1999 1998
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Investments At Fair Value
As Determined By Quoted
Market Price
Ionics, Incorporated
Common Stock $11,079,956 $10,856,475 $11,012,229 $ 9,964,585
Fidelity Investments:
Puritan 2,222,346 2,248,001 2,075,535 1,952,133
Contrafund 5,347,159 4,494,272 4,160,599 3,365,420
Mainstay Institutional:
Indexed Bond 387,224 346,512 428,591 353,422
Asset Manager 1,172,879 1,047,446 1,289,827 1,113,981
Indexed Equity 480,978 348,217 401,723 301,639
Money Market 158,592 202,839 158,592 202,839
Janus Worldwide Fund: 1,057,112 554,791 642,677 484,674
BT Pyramid GIC Fund: 1,129,641 1,165,028 1,129,641 1,165,028
Other Investments:
Participant Loans 802,614 792,691 802,614 792,691
-------- -------- -------- --------
$22,838,501 $22,056,272 $22,102,028 $19,696,412
=========== =========== =========== ===========
</TABLE>
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.
-10-
<PAGE>
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
---------------------------------------------------
The following is a reconciliation of net assets
available for benefits per the financial statements at December
31, 1999 and 1998 to Form 5500:
1999 1998
---------- ----------
Net assets available for benefits
per the financial statements $24,142,267 $22,348,661
Amounts allocated to withdrawing
participants (88,211) (171,046)
-------- ---------
Net assets available for benefits
per the form 5500 $24,054,056 $22,177,615
=========== ===========
The following is a reconciliation of benefits paid to
participants per the financial statements for the year ended
December 31, 1999 to Form 5500:
Distributions to participants per the
financial statements: $ 2,621,597
Add: Amounts allocated to withdrawing
participants at December 31, 1999 88,211
Less: Amounts allocated to withdrawing
participants at December 31, 1998 ( 171,046)
------------
Benefits paid to participants per Form 5500 $2,538,762
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.
-11-
<PAGE>
ATTACHMENT TO FORM 5500
EIN: 04-2068530
PN: 003
SCHEDULE I
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Face Amount,
Shares or Current
Description of Investment Rate Cost Value
------------------------- ----------------- ---------- ---------------
<S> <C> <C> <C>
Ionics, Incorporated
Common Stock 393,954 $11,012,229 $11,079,956
Fidelity Investments:
Puritan Fund 116,781 2,075,535 2,222,346
Contrafund 89,090 4,160,599 5,347,159
MainStay Institutional:
Indexed Bond 38,956 428,591 387,224
Asset Manager Fund 80,990 1,289,827 1,172,879
Indexed Equity Fund 12,617 401,723 480,978
Money Market 158,592 158,592
Janus Worldwide Fund 13,831 642,677 1,057,112
BT Pyramid GIC Fund 1,129,641 1,129,641
Participant Loans
(Rate of Interest 7.43% to 10.50%) 0 802,614
-- --------
Total Funds Invested $21,299,414 $23,838,501
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
supplemental schedules.
-12-
<PAGE>
ATTACHMENT TO FORM 5500 SCHEDULE II
EIN: 04-2068530
PN: 003
<TABLE>
<CAPTION>
IONICS SECTION 401(K) STOCK SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
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:
Company Stock
64,945 shares of
Ionics, Incorporated
Common Stock $1,984,897
Fidelity Investments
23,721 shares of
Contrafund $ 400,515
Sale:
Company Stock
8,540 shares of
Ionics, Incorporated
Common Stock $265,968 $236,746 $265,968 $ 29,222
Fidelity Investments
13,770 shares of
Contrafund $843,880 $605,335 $843,880 $238,545
</TABLE>
The accompanying notes are an integral part of these
supplemental schedules.
-13-
<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
STOCK SAVINGS PLAN
Date: June 27, 2000 By /s/John P. Bergeron
--------------------
John P. Bergeron
Administrator and Vice President
-14-
<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 June 13, 2000 on our audits of
the financial statements of the Ionics Section 401(k) Stock Savings Plan as of
December 31, 1999 and 1998, 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, 1999.
/s/BELANGER & COMPANY P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Chelmsford, Massachusetts
June 23, 2000
-15-
