<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year ended December 31, 1993
A. Full title and address of Plan:
The Agrigenetics Company Retirement Savings
and Investment Plan
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
REQUIRED INFORMATION
Listed below are all of the exhibits and financial statements filed as
part of the annual report:
a. Exhibit - Consent of Independent Auditors
b. Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Benefits as of
December 31, 1993 and 1992.
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1993, and
December 31, 1992.
<PAGE> 2
Notes to Financial Statements for the Years Ended
December 31, 1993, and December 31, 1992.
Item 27a - Schedule of Assets Held for Investment Purposes as
of December 31, 1993.
Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1993.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND
INVESTMENT PLAN
Date: June 24, 1994 By: /s/ Mark W. Meister
-----------------------------
Mark W. Meister
Title: Member
Employee Benefits
Administrative Committee
<PAGE> 3
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS
AND INVESTMENT PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 1993
AND INDEPENDENT AUDITORS' REPORT
<PAGE> 4
<TABLE>
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
<CAPTION>
TABLE OF CONTENTS
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<S> <C>
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992:
Statements Of Net Assets Available For Benefits 3
Statements Of Changes In Net Assets Available For Benefits 4
Notes To Financial Statements 5
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 AND FOR
THE YEAR THEN ENDED:
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes 8
Schedule II - Item 27d - Schedule of Reportable Transactions 9
The following schedules required by Department of Labor regulations are omitted
because of the absence of conditions under which they are required:
Item 27b - Schedule of Loans or Fixed Income Obligations
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
Items 27e and 27f - Schedule of Nonexempt Transactions
</TABLE>
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Lubrizol Corporation
29400 Lakeland Blvd.
Wickliffe, Ohio 44092
We have audited the accompanying statements of net assets available for
benefits of The Agrigenetics Company Retirement Savings and Investment Plan
(the Plan) as of December 31, 1993 and 1992 and the related statements of
changes in net assets available for benefits for the years then ended. 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, such financial statements present fairly in all material
respects, the net assets available for benefits of the Plan as of December 31,
1993 and 1992 and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of these financial statements.
This supplemental information is the responsibility of the Plan's management.
Such supplemental information by fund has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
<PAGE> 6
The accompanying supplemental schedules of (1) assets held for investment
purposes as of December 31, 1993 and (2) reportable transactions for the year
ended December 31, 1993 are presented for purposes of complying with the
Department of Labor's 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. These schedules are the responsibility of
the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/Deloitte & Touche
DELOITTE & TOUCHE
June 7, 1994
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<TABLE>
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
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<CAPTION>
DECEMBER 31, 1993
------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
EQUITY GROWTH LUBRIZOL
TSVF INCOME STOCK STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value (Notes 3 and 4):
T. Rowe Price Trust Company Funds:
TRP Stable Value Fund $ 834,298 $834,298
Equity Income Fund $ 721,634 721,634
Growth Stock Fund $ 709,642 709,642
Lubrizol common stock $ 1,972,310 1,972,310
--------- --------- --------- ----------- ----------
Total investments 834,298 721,634 709,642 1,972,310 4,237,884
Cash 27,331 27,331
--------- --------- --------- ----------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 834,298 $ 721,634 $ 709,642 $ 1,999,641 $4,265,215
========= ========= ========= =========== ==========
DECEMBER 31, 1992
------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
EQUITY GROWTH LUBRIZOL
TSVF INCOME STOCK STOCK
FUND FUND FUND FUND TOTAL
ASSETS:
Investments at fair value (Notes 3 and 4):
T. Rowe Price Trust Company Funds:
TRP Stable Value Fund $ 910,795 $ 910,795
Equity Income Fund $ 715,848 715,848
Growth Stock Fund $ 696,741 696,741
Lubrizol common stock $ 1,810,932 1,810,932
--------- --------- --------- ----------- ----------
Total investments 910,795 715,848 696,741 1,810,932 4,134,316
Cash 27,305 27,305
Contribution receivable 2,616 1,862 1,759 5,789 12,026
--------- --------- --------- ----------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 913,411 $ 717,710 $ 698,500 $ 1,844,026 $4,173,647
========= ========= ========= =========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
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<PAGE> 8
<TABLE>
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- - - - - ---------------------------------------------------------------------------------------------------------------
<CAPTION>
1993
------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
EQUITY GROWTH LUBRIZOL
TSVF INCOME STOCK STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income, Lubrizol common stock $ 55,302 $ 55,302
Other dividend income $ 52,749 $ 54,233 $ 37,085 144,067
--------- --------- --------- ---------- ----------
Total investment income 52,749 54,233 37,085 55,302 199,369
Contributions (Notes 1 and 2):
Participants 29,802 24,889 24,500 37,215 116,406
Employer 475 34,682 35,157
Net appreciation in fair value of investments 48,402 65,547 464,133 578,082
Interfund transfers (19,516) 14,277 13,876 (8,637)
--------- --------- --------- ---------- ----------
Total 63,035 142,276 141,008 582,695 929,014
DEDUCTIONS:
Distributions to participants 142,148 138,352 129,866 427,080 837,446
--------- --------- --------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS (79,113) 3,924 11,142 155,615 91,568
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1992 913,411 717,710 698,500 1,844,026 4,173,647
--------- --------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1993 $ 834,298 $ 721,634 $ 709,642 $1,999,641 $4,265,215
========= ========= ========= ========== ==========
1992
------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
EQUITY GROWTH LUBRIZOL
TSVF INCOME STOCK STOCK
FUND FUND FUND FUND TOTAL
ADDITIONS:
Investment income:
Dividend income, Lubrizol common stock $ 46,093 $ 46,093
Other dividend income $ 55,015 $ 41,664 $ 42,420 139,099
--------- --------- --------- ---------- ----------
Total investment income 55,015 41,664 42,420 46,093 185,192
Contributions (Notes 1 and 2):
Participants 267,736 207,796 215,305 318,928 1,009,765
Employer 5,566 3,824 4,556 273,706 287,652
Net appreciation in fair value of investments 33,887 33,887
Interfund transfers (40,965) 26,152 (5,730) 20,543
--------- --------- --------- ---------- ----------
Total 287,352 313,323 256,551 659,270 1,516,496
DEDUCTIONS:
Distributions to participants 118,060 24,132 37,401 92,663 272,256
Net depreciation in fair value of investments 2,891 108,669 111,560
--------- --------- --------- ---------- ----------
Total 118,060 24,132 40,292 201,332 383,816
--------- --------- --------- ---------- ----------
INCREASE IN NET ASSETS 169,292 289,191 216,259 457,938 1,132,680
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1991 744,119 428,519 482,241 1,386,088 3,040,967
--------- --------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1992 $ 913,411 $ 717,710 $ 698,500 $1,844,026 $4,173,647
========= ========= ========= ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
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<PAGE> 9
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
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1. DESCRIPTION OF THE PLAN
The following brief description of The Agrigenetics Company Retirement
Savings and Investment Plan (the Plan) is provided for general
information purposes only. Participants should refer to the Plan
document for more complete information.
GENERAL - Agrigenetics Company ("Agrigenetics"), formerly a division of
The Lubrizol Corporation (the "Company"), established the Plan effective
September 1, 1989, and the Company maintains the Plan as a defined
contribution retirement plan for the employees of SVO Specialty
Products, Inc. ("SVO"), AGC Holdings, Inc. ("Holdings"), and former
employees of Agrigenetics Company ("Agrigenetics"). SVO and Holdings
are wholly-owned subsidiaries of the Company and Agrigenetics was
formerly a division of the Company. The Plan is subject to the
reporting and disclosure requirements, the minimum participation and
vesting standards, and the fiduciary responsibility requirements of the
Employee Retirement Income Security Act of 1974.
ADMINISTRATION - The Plan is administered by the Company, whose powers
and duties relate to the issuance of interpretive rules and regulations
in accordance with the Plan document, including determination of the
method and time of benefit distributions, and authorization of
disbursements from the Plan.
The assets of the various funds are invested, maintained and
administered by T. Rowe Price Trust Company acting as Trustee. The
Trustee is responsible for the custody of assets and the investment of
the funds, including the purchase of Lubrizol common shares.
PARTICIPATION AND CONTRIBUTIONS - All regular full-time employees of SVO
and Holdings, and (prior to December 1, 1992) of Agrigenetics, are
eligible to participate in the Plan on the first enrollment date
following their hire, except employees whose benefits are provided under
a collective bargaining agreement are not eligible to participate.
Eligible employees may elect a compensation deduction ranging from 1% to
10% (subject to certain limitations); such amount is contributed to the
Plan as a before-tax contribution (CODA Contribution). SVO and Holdings
will contribute a Matching Contribution to the Plan in an amount equal
to 50% of an employee's CODA Contributions which are not in excess of
the "Matched Percentage". The Matched Percentage is currently 4% of the
employee's compensation. All participants employed by Agrigenetics as
of November 30, 1992, other than employees who transferred to Holdings
or the Company, remain participants of the Plan, but are not permitted
to make contributions subsequent to that date as a result of terminating
their employment at Agrigenetics due to the transfer of certain assets
of Agrigenetics by the Company on December 1, 1992.
CODA and Matching Contributions are excluded from the participant's
taxable income until such amounts are received as a distribution from
the Plan.
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In addition to CODA and Matching Contributions, the Plan provides for
Rollover Contributions (described in Sections 402, 403 and 408 of the
Internal Revenue Code) and Transferred Contributions (assets transferred
from certain other tax-qualified plans) by or on behalf of an employee
in accordance with procedures established by the Company.
INVESTMENT OF CONTRIBUTIONS - Participants elect to invest their CODA
Contributions in one or more of the Plan's four funds in 10% increments.
All Matching Contributions are automatically invested in the Lubrizol
Stock Fund with the exception that a participant who is at least 55
years old may elect to invest this contribution in the other three funds
in increments of not less than 10%. A participant may elect to change
his investment elections as to future contributions and may also elect
to reallocate a portion or all of past CODA Contributions among the
investment funds. All such elections must be filed with the Company at
least 30 days before the beginning of the calendar quarter when such
election is to be effective.
VESTING AND DISTRIBUTIONS - Each participant is immediately and fully
vested in all CODA Contributions and earnings thereon. Participants
vest in Matching Contributions at a rate of 20% for each full year of
vesting service, becoming completely vested after five years, or upon
retirement, death, or termination of employment due to permanent and
total disability. All participants employed by Agrigenetics as of
November 30, 1992, other than employees who transferred to Holdings or
the Company, became fully vested in matching contributions under a
special vesting provision enacted as a result of the transfer of certain
assets of Agrigenetics by the Company on December 1, 1992.
To determine participants' distributions, the value of the TSVF Fund,
Equity Income Fund, Growth Stock Fund and Lubrizol Stock Fund, and the
interests of participants under each fund, is calculated by the Trustee
as of the fifteenth day of each month (Valuation Date).
When a participant's employment terminates, his vested interest is
distributed in a single lump-sum payment as soon as practicable after
the first Valuation Date following receipt of a participant's
application for distribution of account balances. Participants who are
at least 59-1/2 years old may request voluntary withdrawals of their
CODA Contributions. Participants may also apply for hardship
withdrawals of their CODA Contributions, subject to adherence to the
Internal Revenue Code safe harbor rules as administered by the Company.
2. DESCRIPTION OF THE SEPARATE FUNDS
The Plan provides for the establishment of four separate investment
funds. The Trustee maintains separate accounts for each Plan
participant and invests such participant contributions, as directed by
the participant, in one or more of the following funds:
- The TRP Stable Value Fund (TSVF) which consists of shares
of the Trustee's Managed GIC Common Trust Fund, a fund
consisting primarily of guaranteed investment contracts
designed to provide return of principal, liquidity, and a
competitive yield.
- The Equity Income Fund, which consists of shares of the
Trustee's Equity Income Fund, a fund of primarily
dividend-paying common stocks of established companies.
The Fund is designed to provide dividend income as well as
potential capital appreciation.
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<PAGE> 11
- The Growth Stock Fund, which consists of shares of the
Trustee's Growth Stock Fund, a fund which seeks primarily
long-term growth of capital and secondarily, increasing
dividend income, through investments in well-established
growth companies.
- The Lubrizol Stock Fund, which consists of common stock of
The Lubrizol Corporation and cash balances which are
maintained for brief periods of time prior to the purchase
of Lubrizol common stock.
Participant distributions from the TSVF Fund, the Equity Income Fund and
the Growth Stock Fund are paid in cash; amounts distributed from the
Lubrizol Stock Fund are paid in the form of common shares of Lubrizol or
their cash equivalent, at the election of the participant or their
beneficiary.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - Each fund of the Plan is accounted for separately.
The accounts of these funds are maintained, and the accompanying
financial statements have been prepared, on the accrual basis of
accounting.
VALUATION OF INVESTMENTS - Investments are accounted for at cost on the
trade-date and are reported in the Statement of Net Assets Available for
Benefits at market value. The investment in Lubrizol common stock is
valued utilizing the year-end closing price listed by the New York Stock
Exchange. Investment funds are stated at values determined by the
Trustee based upon the market values of the underlying assets of the
funds.
TAX EXEMPT STATUS - The Plan has received a favorable determination
letter dated January 11, 1994 from the Internal Revenue Service stating
that the Plan is qualified under the applicable sections of the Internal
Revenue Code, and therefore is not subject to Federal income tax.
EXPENSES - Expenses in connection with administration of the Plan for
the years ended December 31, 1993 and 1992 have been paid by the
Company.
4. INVESTMENTS
The Trust Agreement provides that the Trustee of the Plan shall hold,
invest, reinvest, manage and administer all assets of the Plan as a
trust fund for the exclusive benefit of participants and their
beneficiaries.
5. PLAN TERMINATION
The Plan was adopted with the expectation that it will continue
indefinitely. The Company may, however, terminate the Plan at any time
and may amend the Plan from time to time. In the event of termination
of the Plan, all participants would immediately become fully vested in
the value of all employer contributions made on their behalf.
* * * * * *
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<TABLE>
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
- - - - - --------------------------------------------------------------------------------------------------------------------
<CAPTION>
(A) (B) (C) (D) (E)
IDENTITY OF ISSUER, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
* T. Rowe Price Trust 834,297.630 Shares of TRP
Company Stable Value Fund $834,298 $834,298
* T. Rowe Price Trust 43,341.461 Shares of Equity
Company Income Fund 635,132 721,634
* T. Rowe Price Trust 34,752.214 Shares of Growth
Company Stock Fund 615,357 709,642
* The Lubrizol Corporation 58,597.792 Shares of Common
Stock 1,451,607 1,972,310
<FN>
* Party-in-interest
</TABLE>
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<TABLE>
THE AGRIGENETICS COMPANY
RETIREMENT SAVINGS AND INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1993
- - - - - -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(A) (B) (C) (D) (E) (F)
IDENTITY OF PURCHASE SELLING LEASE EXPENSE INCURRED
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL WITH TRANSACTION
<S> <C> <C> <C> <C> <C>
The Lubrizol Corporation Shares of Common Stock
(Series of Transactions) N/A $ 462,132 N/A NONE
The Lubrizol Corporation Shares of Common Stock
(Series of Transactions) 159,385 N/A N/A NONE
T. Rowe Price TRP Stable Value Fund
Trust Company (Series of Transactions) 92,652 N/A N/A NONE
T. Rowe Price TRP Stable Value Fund
Trust Company (Series of Transactions) N/A 169,149 N/A NONE
T. Rowe Price Growth Stock Fund
Trust Company (Series of Transactions) 96,504 N/A N/A NONE
T. Rowe Price Growth Stock Fund
Trust Company (Series of Transactions) N/A 149,151 N/A NONE
T. Rowe Price Equity Income Fund
Trust Company (Series of Transactions) 108,919 N/A N/A NONE
T. Rowe Price Equity Income Fund
Trust Company (Series of Transactions) N/A 109,450 N/A NONE
<CAPTION>
- - - - - --------------------------------------------------------
(G) (H) (I)
COST OF CURRENT VALUE OF ASSET NET GAIN
ASSETS ON TRANSACTION DATE OR (LOSS)
<C> <C> <C>
$ 352,308 $ 462,132 $ 109,824
$ 159,385 $ 159,385 N/A
92,652 92,652 N/A
169,149 169,149 NONE
96,504 96,504 N/A
129,870 149,151 19,281
108,919 108,919 N/A
130,492 109,450 (21,042)
<FN>
N/A - Not applicable
NOTE: Reportable transactions are a single transaction or a series of
transactions in the same issue that, when aggregated, are in excess
of 5% of the current value of Plan assets at the beginning of the plan year.
</TABLE>
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EXHIBIT INDEX
Exhibit Description Page Number
- - - - - ------------------- -----------
Exhibit 23 - Consent of Independent Auditors
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
Agrigenetics Company
We hereby consent to the incorporation by reference in Registration Statement
No. 33-29409 on Form S-8 of our report dated June 7, 1994 appearing in this
Annual Report on Form 11-K of The Agrigenetics Company Retirement Savings and
Investment Plan for the years ended December 31, 1993 and 1992.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Cleveland, Ohio
June 7, 1994
