<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the transition period from ________ to ________
A. Full title of the plans and the address of the plans, if different
from that of the issuer named below:
Mississippi Chemical Corporation
Thrift Plan Plus
Mississippi Phosphates Corporation
401(k) Retirement Plan
Mississippi Phosphates Corporation is a wholly owned
subsidiary of Mississippi Chemical Corporation
B. Name of issuer of the securities held pursuant to the plans and the
address of its principal executive office:
Mississippi Chemical Corporation
P.O. Box 388
Yazoo City, Mississippi 39194
Financial Statements and Exhibits
---------------------------------
(A) Financial Statements:
Mississippi Chemical Corporation
Thrift Plan Plus
Report of Independent Accountants
Financial Statements Prepared in Accordance with
the Financial Reporting Requirements of ERISA
Notes to Financial Statements
Schedules to Financial Statements
Mississippi Phosphates Corporation
401(k) Retirement Plan
Report of Independent Accountants
Financial Statements Prepared in Accordance with
the Financial Reporting Requirements of ERISA
Notes to Financial Statements
Schedules to Financial Statements
(B) Exhibits:
23.1 Consent of Arthur Andersen LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees of the Mississippi Chemical Corporation Thrift Plan Plus and the
Mississippi Phosphates Corporation 401(k) Retirement Plan have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
MISSISSIPPI CHEMICAL CORPORATION
THRIFT PLAN PLUS
By: MISSISSIPPI CHEMICAL
CORPORATION, Plan Administrator
By:/s/ Charles O. Dunn
-----------------------------------------
Charles O. Dunn
President and Chief Executive Officer
MISSISSIPPI PHOSPHATES CORPORATION
401(k) RETIREMENT PLAN
By: MISSISSIPPI PHOSPHATES
CORPORATION, Plan Administrator
By:/s/ Charles O. Dunn
-----------------------------------------
Charles O. Dunn
President and Chief Executive Officer
Dated: June 28, 1996
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
AS OF DECEMBER 31, 1995 AND 1994
--------------------------------
TOGETHER WITH AUDITORS' REPORT
------------------------------
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
AS OF DECEMBER 31, 1995 AND 1994
--------------------------------
TOGETHER WITH AUDITORS' REPORT
------------------------------
INDEX
-----
PAGE
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3
NOTES TO FINANCIAL STATEMENTS 4 - 7
SUPPLEMENTAL SCHEDULES:
SCHEDULE OF REPORTABLE TRANSACTIONS 8
SCHEDULE OF ASSETS HELD FOR INVESTMENT 9
<PAGE>
Report of Independent Public Accountants
To the Thrift Committee of the
Mississippi Chemical Corporation
Thrift Plan Plus:
We have audited the accompanying statements of net assets available for benefits
of the Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") as of
December 31, 1995 and 1994, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1995. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on these audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of reportable
transactions and assets held for investment are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 5, 1996.
1
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
AS OF DECEMBER 31
-----------------
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Investments:
- -----------
Investment Contract Fund:
Vanguard Investment Contract Trust
Fund $26,045,671 $21,198,617
Guaranteed Accumulation Accounts:
Metropolitan Life Insurance
Company 3,206,723 3,418,067
Protective Life Insurance Company - 3,626,284
EB Capital Stable Fund - 1,306,229
Cash and Cash Equivalents 92,966 228,917
----------- -----------
29,345,360 29,778,114
Vanguard Bond Index Fund 236,532 219,139
Vanguard Wellington Fund 5,146,975 3,601,677
Vanguard 500 Portfolio Fund 3,727,801 2,226,148
Vanguard U. S. Growth Fund 2,854,981 1,784,600
MCC Stock Fund 240,418 -
Participant Loan Fund 519,953 -
----------- -----------
Total Investments 42,072,020 37,609,678
Receivables:
- -----------
Contributions Receivable 144,434 94,207
Interest Receivable 151,692 866
Excess Benefits Receivable - 2,469
----------- -----------
Total Receivables 296,126 97,542
----------- -----------
Net Assets Available for Benefits $42,368,146 $37,707,220
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
2
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Vanguard
Investment Bond Vanguard 500 U.S.
Contract Index Wellington Portfolio Growth
Total Fund Fund Fund Fund Fund
--------------- ------------ -------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
- ---------
Investment Income $ 4,862,292 $ 1,788,564 $ 46,077 $1,204,206 $ 907,286 $ 750,833
----------- ----------- -------- ---------- ---------- ----------
Contributions:
Participants' 1,867,534 857,033 41,972 323,287 259,005 226,627
Employer's 631,314 313,020 10,389 120,253 90,819 80,830
----------- ----------- -------- ---------- ---------- ----------
Total Contributions 2,498,848 1,170,053 52,361 443,540 349,824 307,457
----------- ----------- -------- ---------- ---------- ----------
Total Additions 7,361,140 2,958,617 98,438 1,647,746 1,257,110 1,058,290
Deductions:
- ----------
Benefits Paid to
Participants 2,700,214 2,472,177 5,622 66,806 83,554 72,009
----------- ----------- -------- ---------- ---------- ----------
Net Increase Prior to
Interfund Transfers 4,660,926 486,440 92,816 1,580,940 1,173,556 986,281
Interfund Transfers 0 (919,194) (75,423) (35,642) 328,097 84,100
----------- ----------- -------- ---------- ---------- ----------
Net Increase (Decrease) 4,660,926 (432,754) 17,393 1,545,298 1,501,653 1,070,381
Net Assets Available for
Benefits:
Beginning of Year 37,707,220 29,778,114 219,139 3,601,677 2,226,148 1,784,600
----------- ----------- -------- ---------- ---------- ----------
End of Year $42,368,146 $29,345,360 $236,532 $5,146,975 $3,727,801 $2,854,981
========== =========== ======== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
MCC Participate
Stock Loan
Fund Fund Other
-------- ---------- --------
<S> <C> <C> <C>
Additions:
- ---------
Investment Income $ 13,633 $ - $ 151,693
-------- -------- ---------
Contributions:
Participants' 27,335 - 132,275
Employer's 3,845 - 12,158
-------- -------- ---------
Total Contributions 31,180 - 144,433
-------- -------- ---------
Total Additions 44,813 - 296,126
Deductions:
- ----------
Benefits Paid to
Participants 46 - -
-------- -------- ---------
Net Increase Prior to
Interfund Transfers 44,767 - 296,126
Interfund Transfers 195,651 519,953 (97,542)
-------- -------- ---------
Net Increase (Decrease) 240,418 519,953 198,584
Net Assets Available for
Benefits:
Beginning of Year - - 97,542
-------- -------- ---------
End of Year $240,418 $ 519,953 $ 296,126
======== ========= =========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
3
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AS OF DECEMBER 31, 1995
-----------------------
1. DESCRIPTION OF THE PLAN:
------------------------
General
The Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") is designed
to encourage and assist employees in a long-range program of savings. The
Plan became effective as of January 1, 1984 and is an amendment to and
restatement of the Mississippi Chemical Corporation Thrift Plan which resulted
from the merger on January 1, 1983 of the Mississippi Chemical Corporation
Savings and Investment (Thrift) Plan, established July 1, 1973, and the
Mississippi Chemical Corporation New Mexico Facility Savings and Investment
(Thrift) Plan, established September 1, 1975. The Plan was amended and
restated as of January 1, 1985, in order to comply with Part I of the Deficit
Reduction Act of 1984 and the Retirement Equity Act of 1984.
The Plan complies with the provisions of Section 401(k) of the Internal
Revenue Code, whereby the participant can defer the amount of his compensation
contributed to the Plan from his taxable income until withdrawn from the Plan.
Eligibility and Contributions
Employees who work for Mississippi Chemical Corporation ("MCC") or Mississippi
Potash, Incorporated (collectively the "Company") 1,000 hours within twelve
months after their employment date are eligible to participate in the Plan
after one year of service. Mississippi Potash, Incorporated is a wholly-owned
subsidiary of MCC and its employees are eligible to participate in the Plan.
An eligible employee may elect to make a salary deferral contribution up to
17.6% of his base compensation. For plan years beginning in 1995, the salary
deferral contributions cannot exceed the maximum allowable under I.R.S.
guidelines of $9,240. The Company matches 50% of the employee's contribution,
but not in excess of 3% of the employee's base compensation. Former Plan
participants who are reemployed on a regular, full-time basis become
eligible to participate in the Plan immediately.
Administration
Administrative expenses of the Plan are paid by the Company. The operations
of the Plan are administered and supervised by the Thrift Committee appointed
by the Board of Directors of the Company.
Participant Accounts
Each participant's deferred account is credited with the participant's
contribution and the investment earnings on them. A Company matching account
is credited with the Company's matching contributions made on the
participants' behalf, and the investment earnings on them. Participant non-
deferred contributions and rollover contributions are maintained in a separate
account for the participants making such contributions.
Vesting
A participant is fully vested in the portion of his account related to his own
contributions. Upon death, disability or retirement, a participant will be
fully vested in the employer's contribution. Employees are not vested in
their Company matching account until completion of 5 years of vesting service
at which time 100% vesting is achieved. Upon
4
<PAGE>
1. DESCRIPTION OF THE PLAN (Continued):
------------------------------------
termination of the Plan, all funds in each participant's account shall be
fully vested and non-forfeitable.
Investment Options
Beginning January 1, 1993, the Plan elected to utilize The Vanguard Group of
Investment Companies ("Vanguard") as investment manager. Additionally, the
existing guaranteed accumulation fund was renamed the Investment Contract Fund
and is made up of both non-matured existing GIC's and the Vanguard Investment
Contract Trust Fund. Contributions are invested, at the discretion of the
individual participant, in investment funds managed by Vanguard.
Effective July 1, 1995, the Plan elected to provide for a new investment
option, the MCC Stock Fund. The MCC Stock Fund invests in securities of the
Company. The Plan limits the amount of monthly contributions that
participants may make to the MCC Stock Fund to 20% of total contributions.
Additionally, participants' investments in the MCC Stock Fund are limited to
20% of their total account balance.
Upon enrollment in the Plan, a participant may direct employee contributions
in any of six investment options:
a. Vanguard Investment Contract Trust Fund - Funds are invested in a
pool of investment contracts issued by insurance companies and banks.
b. Vanguard Bond Index Fund - Funds are invested in a diversified
portfolio of U.S. Government and corporate bonds and mortgage-backed
securities.
c. Vanguard Wellington Fund - Funds are invested in a diversified
portfolio of common stocks and bonds, with common stocks expected to
represent 60% to 70% of the fund's total assets.
d. Vanguard 500 Portfolio Fund - Funds are invested in common stocks in
order to match the investment performance of the S & P 500 market
index.
e. Vanguard U.S. Growth fund - funds are invested in equity securities
of companies in the U.S.
f. MCC Stock Fund - Funds are invested in common stock of Mississippi
Chemical Corporation.
Effective January 1, 1995 participants may change their investment options as
of the first day of any calendar month upon at least 10 days advance notice.
Participant Loans
Effective January 1, 1995, participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the
participant's vested account balance. The maximum term for loans is 5 years,
except for loans to purchase the participant's primary residence. The loans
are secured by the balance in the participant's account and bear interest at a
fixed rate for the term of the loan. The interest rate shall be the prime
rate of NationsBank as of the date of the loan plus 2%.
5
<PAGE>
1. DESCRIPTION OF THE PLAN (Continued):
------------------------------------
Payment of Benefits
On termination of service due to death, disability or normal retirement date,
a participant may elect to receive either a lump-sum amount equal to the value
of the participant's vested account or a combination of payments, on the dates
and in the amounts specified subject to a minimum distribution of $500.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
The financial statements of the Mississippi Chemical Corporation Thrift Plan
Plus (the "Plan") have been prepared on the accrual basis of accounting.
Substantially all information in the accompanying financial statements was
derived from information certified by NationsBank, the Plan trustee. The Plan
administrator has certified that there were no party in interest transactions,
nor were there any obligations or leases in default during the Plan year.
Investment Valuation and Income Recognition
The American Institute of Certified Public Accountants issued Statement of
Position 94-4 ("SOP 94-4"), "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined-Contribution Pension Plans," effective
for fiscal years beginning after December 15, 1994. The Plan adopted SOP 94-4
during the current plan year. SOP 94-4 changes the Plan's reporting for
certain investment contracts from contract value to fair market value. Fully-
benefit responsive investment contracts (as defined in SOP 94-4) are valued at
contract value, which represents contributions made under the contract, plus
interest at the contract rate less funds withdrawn by the participants. All
other investment contracts are reported at fair market value.
The Plan's investments are stated as follows: the guaranteed investment
contract (GIC) is valued at contract value. The fair value of the GIC is
approximately $3,100,000, matures December 31, 1998 and bears interest at
7.70%. Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at year-
end, Company stock is valued at its quoted market price and participant loans
are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Investment income is recorded on an accrual basis.
Benefit Payments
Benefits are recorded when paid. Benefit payments and withdrawals are made by
the Plan trustee at the direction of the Thrift Committee.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of financial statements and
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates.
6
<PAGE>
3. UNAPPLIED FORFEITURES:
----------------------
Forfeitures represent the non-vested portions of the accounts of participants
who have terminated or incurred a break in service during the Plan year.
Unapplied forfeitures are those which will be used in the future to reduce
necessary employer contributions.
4. PLAN TERMINATION:
-----------------
The Board of Directors of the Company has the right to terminate the Plan, but
has expressed no intention to do so. In the event of termination of the Plan,
the account balances of all affected participants become fully vested and non-
forfeitable. Each participant, retired participant or beneficiary shall then
be entitled to receive any amounts credited to his account.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
----------------------------------------------------
The following is a reconciliation of contributions receivable per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
------------------------
<S> <C> <C>
Contributions Receivable per the
financial statements $ 144,434 $ 94,207
Contributions Receivable per the Form
5500 $ 99,279 $ (1,901)
---------- ----------
Amounts Due from Ending Pay Period $ 45,155 $ 96,108
========== ==========
</TABLE>
The Form 5500 does not include amounts due to the Plan as of December 31, 1995
and 1994, from the pay periods ended December 31, 1995 and January 1, 1995,
respectively.
6. TAX STATUS:
-----------
The Plan has received a favorable determination letter from the Internal
Revenue Service dated July 31, 1995. The Internal Revenue Service has ruled
that the Plan, as amended through April 27, 1995, is "qualified" for purposes
of Section 401 of the Internal Revenue Code (the "Code").
In the opinion of management, the Plan is being operated in accordance with
the requirements of Sections 401 and 501 of the Code. Any additional
amendments to the Plan required to reflect 1986 and subsequent federal
legislation will be formally adopted on a timely basis in accordance with
guidelines issued by the Internal Revenue Service. Accordingly, no provision
for Federal income taxes has been made in the accompanying financial
statements.
7
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
Number Net Gain
of Total Number Sales or (Loss)
Description of Asset Purchases Purchases of Sales Proceeds on Sales
- -------------------- --------- -------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Vanguard Investment
Contract Fund 9 $ 4,739,913 4 $ 315,693 $ -
Nations Government Money
Market Fund
A Shares 81 $ 5,952,035 33 $ 6,087,992 $ -
Protective Life Insurance
Company 1 $ 19,945 1 $ 3,722,433 $ -
</TABLE>
8
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
-------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
<TABLE>
<CAPTION>
Market/Contract Value
Description of Investment Cost Value
- ---------------------------------------- ------------ ---------------
<S> <C> <C>
Vanguard Investment Contract Fund $ 26,044,952 $ 26,045,671
Metropolitan Life Insurance Company
(GAC-18595B) $ 3,206,723 $ 3,206,723
Nations Government Money Market Fund $ 92,966 $ 92,966
Vanguard Bond Index Fund $ 226,812 $ 236,532
Vanguard Wellington Fund $ 4,259,748 $ 5,146,975
Vanguard 500 Portfolio Fund $ 2,872,939 $ 3,727,801
Vanguard U.S. Growth Fund $ 2,230,083 $ 2,854,981
MCC Stock Fund $ 228,506 $ 240,418
Participant Loan Fund $ 519,953 $ 519,953
</TABLE>
9
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
AS OF DECEMBER 31, 1995 AND 1994
--------------------------------
TOGETHER WITH AUDITORS REPORT
-----------------------------
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
AS OF DECEMBER 31, 1995 AND 1994
--------------------------------
TOGETHER WITH AUDITORS REPORT
-----------------------------
INDEX
-----
PAGE
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3
NOTES TO FINANCIAL STATEMENTS 4 - 7
SUPPLEMENTAL SCHEDULES:
SCHEDULE OF REPORTABLE TRANSACTIONS 8
SCHEDULE OF ASSETS HELD FOR INVESTMENT 9
<PAGE>
Report of Independent Public Accountants
To the Retirement Plan Committee of the
Mississippi Phosphates Corporation
401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of Mississippi Phosphates Corporation 401(k) Retirement Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statement of changes in net assets
available for benefits for the year ended December 31. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of reportable
transactions and assets held for investment are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 5, 1996.
1
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
AS OF DECEMBER 31
-----------------
<TABLE>
<CAPTION>
1995 1994
---------- --------
<S> <C> <C>
Investments:
- ------------
Vanguard Investment Contract Fund $ 571,272 $371,517
Vanguard Bond Index Fund 71,595 43,372
Vanguard Wellington Fund 434,392 240,678
Vanguard 500 Portfolio Fund 211,751 106,761
Vanguard U. S. Growth Fund 154,115 99,461
MCC Stock Fund 22,789 -
Participant Loan Fund 12,609 -
---------- --------
Total Investments 1,478,523 861,789
Receivables:
- ------------
Contributions Receivable 33,154 15,189
Interest Receivable 10,626 -
---------- --------
Total Receivables 43,780 15,189
Net Assets Available for Benefits $1,522,303 $876,978
========== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
2
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Vanguard Mississippi Partici-
Investment Bond Vanguard 500 U.S. Chemical pant
Contract Index Wellington Portfolio Growth Corporation Loan
Total Fund Fund Fund Fund Fund Stock Fund Fund Other
---------- ---------- -------- ---------- --------- -------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
- ----------
Investment Income $ 231,401 $ 28,370 $ 9,645 $ 93,010 $ 47,859 $ 40,523 $ 1,368 $ - $ 10,626
Contributions:
Participants' 337,309 134,705 16,235 83,934 36,520 33,937 2,454 - 29,524
Employer's 107,420 47,511 7,310 27,461 12,462 8,298 748 - 3,630
---------- -------- ------- -------- -------- -------- ------- ------- --------
Total Contributions 444,729 182,216 23,545 111,395 48,982 42,235 3,202 - 33,154
---------- -------- ------- -------- -------- -------- ------- ------- --------
Total Additions 676,130 210,586 33,190 204,405 96,841 82,758 4,570 - 43,780
Deductions:
- -----------
Benefits Paid to
Participants 30,805 - - 3,711 3,253 23,841 - - -
---------- -------- ------- -------- -------- -------- ------- ------- --------
Net Increase Prior to
Interfund Transfers 645,325 210,586 33,190 200,694 93,588 58,917 4,570 - 43,780
Interfund Transfers 0 (10,831) (4,967) (6,980) 11,402 (4,263) 18,219 12,609 (15,189)
---------- -------- ------- -------- -------- -------- ------- ------ --------
Net Increase 645,325 199,755 28,223 193,714 104,990 54,654 22,789 12,609 28,591
Net Assets Available for
Benefits:
Beginning of Year 876,978 371,517 43,372 240,678 106,761 99,461 - - 15,189
---------- -------- ------- -------- -------- -------- ------- ------- --------
End of Year $1,522,303 $571,272 $71,595 $434,392 $211,751 $154,115 $22,789 $12,609 $ 43,780
========== ======== ======= ======== ======== ======== ======= ======= ========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
3
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AS OF DECEMBER 31, 1995
-----------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
The financial statements of the Mississippi Phosphates Corporation 401(k)
Retirement Plan (the "Plan") have been prepared on the accrual basis of
accounting. Substantially all information in the accompanying financial
statements was derived from information certified by NationsBank, the Plan
trustee. The Plan administrator has certified that there were no party in
interest transactions, nor were there any obligations or leases in default
during the Plan year.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year-end. The Mississippi Chemical Corporation ("MCC") stock is valued at
its quoted market price. Participant loans are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Investment income is recorded on an accrual basis.
Benefit Payments
Benefits are recorded when paid. Benefit payments and withdrawals are made
by the Plan trustee at the direction of the Retirement Plan Committee.
2. DESCRIPTION OF THE PLAN:
------------------------
General
The Plan is designed to encourage and assist employees in a long-range
program of savings. The Plan became effective as of January 1, 1993. The
Plan was amended and restated as of August 1, 1995.
The Plan complies with the provisions of Section 401(k) of the Internal
Revenue Code, whereby the participant can defer the amount of his
compensation contributed to the Plan from his taxable income until
withdrawn from the Plan.
Administrative expenses of the Plan are paid by Mississippi Phosphates
Corporation (the "Company"). The operations of the Plan are administered
and supervised by the Retirement Plan Committee appointed by the Board of
Directors of the Company.
Eligibility and Contributions
Employees who work for the Company, a wholly-owned subsidiary of MCC, 1,000
hours within twelve months after their employment date are eligible to
participate in the Plan after one year of service. An eligible employee may
elect to make a salary deferral contribution up to 16% of his base
compensation.
4
<PAGE>
2. DESCRIPTION OF THE PLAN (Continued):
------------------------------------
For plan years beginning in 1995, the cash or deferred 401(k) arrangement
for salary deferral contributions cannot exceed the maximum allowable under
I.R.S. guidelines of $9,240. The Company matches 50% of the employee's
contribution, but not in excess of 3% of the employee's base compensation.
Participant Accounts
Each participant's deferred account is credited with the participant's
contribution and the investment earnings on them. A Company matching
account is credited with the Company's matching contributions made on the
participants' behalf, and the investment earnings on them. Participant
rollover contributions are maintained in a separate account for the
participants making such contributions.
Vesting
A participant is fully vested in the portion of his account related to his
own contributions. Upon death, disability or retirement, a participant will
be fully vested in the employer's contribution. Employees are not vested in
their Company matching account until completion of 5 years of vesting
service at which time 100% vesting is achieved. Upon termination of the
Plan, all funds in each participant's account shall be fully vested and
non-forfeitable.
Investment Options
The Plan elected to utilize The Vanguard Group of Investment Companies
("Vanguard") as investment manager. Contributions are invested, at the
discretion of the individual participant, in investment funds managed by
Vanguard. Upon enrollment in the Plan, a participant may direct employee
contributions in any of six investment options:
a. Vanguard Investment Contract Fund - Funds are invested in investment
contracts issued by insurance companies and banks.
b. Vanguard Bond Index Fund - Funds are invested in a diversified
portfolio of U.S. Government and corporate bonds and mortgage-backed
securities.
c. Vanguard Wellington Fund - Funds are invested in a diversified
portfolio of common stocks and bonds, with common stocks expected to
represent 60% to 70% of the fund's total assets.
d. Vanguard 500 Portfolio Fund - Funds are invested in common stocks in
order to match the investment performance of the S & P 500 market
index.
e. Vanguard U.S. Growth Fund - Funds are invested in equity securities of
companies in the U.S.
f. Mississippi Chemical Corporation Stock Fund - Funds are in vested in
common stock of MCC.
Participants may change their investment options as of the first day of any
calendar month upon at least 10 days advance notice.
5
<PAGE>
2. DESCRIPTION OF THE PLAN (Continued):
------------------------------------
Participant Loans
Effective January 1, 1995, participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50%
of the participant's vested account balance. The maximum term for loans is
5 years, except for loans to purchase the participant's primary residence.
The loans are secured by the balance in the participant's account and bear
interest at a fixed rate for the term of the loan. The interest rate shall
be the prime rate of NationsBank as of the date of the loan plus 2%.
Payment of Benefits
On termination of service due to death, disability or normal retirement
date, a participant may elect to receive either a lump-sum amount equal to
the value of the participant's vested account or a combination of payments,
on the dates and in the amounts specified subject to a minimum distribution
of $100.
3. UNAPPLIED FORFEITURES:
----------------------
Forfeitures represent the non-vested portions of the accounts of
participants who have terminated or incurred a break in service during the
Plan year. Unapplied forfeitures are those which will be used in the future
to reduce necessary employer contributions.
4. PLAN TERMINATION:
-----------------
The Board of Directors of the Company has the right to terminate the Plan,
but has expressed no intention to do so. In the event of termination of the
Plan, the account balances of all affected participants become fully vested
and non-forfeitable. Each participant, retired participant or beneficiary
shall then be entitled to receive any amounts credited to his account.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
----------------------------------------------------
The following is a reconciliation of contributions receivable per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
----------------------
1995 1994
---------- ---------
<S> <C> <C>
Contributions Receivable per the
financial statements $ 33,154 $ 15,189
Contributions Receivable per the Form
5500 $ 20,267 $ (33)
---------- ---------
Amounts Due from Ending Pay Period $ 12,887 $ 15,222
========== =========
</TABLE>
The Form 5500 does not include amounts due to the Plan as of December 31,
1995 and 1994, from the pay periods ended December 31, 1995 and January 1,
1995, respectively.
6
<PAGE>
6. TAX STATUS:
-----------
The Plan has received a favorable determination letter from the Internal
Revenue Service dated September 29, 1993. The Internal Revenue Service has
ruled that the Plan, is "qualified" for purposes of Section 401 of the
Internal Revenue Code (the "Code").
In the opinion of management, the Plan is being operated in accordance with
the requirements of Sections 401 and 501 of the Code. Any additional
amendments to the Plan required to reflect 1986 and subsequent Federal
legislation will be formally adopted on a timely basis in accordance with
guidelines issued by the Internal Revenue Service. Accordingly, no
provision for Federal income taxes has been made in the accompanying
financial statements.
7
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
Number Number Net Gain
of Total of Sales or (Loss)
Description of Asset Purchases Purchases Sales Proceeds on Sales
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vanguard Investment
Contract Fund 33 $ 225,648 9 $ 27,309 $ -
Vanguard 500 Portfolio Fund 31 $ 66,600 2 $ 4,050 $ 567
Vanguard Wellington Fund 28 $ 139,021 6 $ 21,654 $ 2,947
Vanguard U.S. Growth Fund 26 $ 66,599 5 $ 47,122 $ 7,518
</TABLE>
8
<PAGE>
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
---------------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
<TABLE>
<CAPTION>
Market/Contract
Description of Investment Cost Value
- ----------------------------------------------------------------------
<S> <C> <C>
Vanguard Investment Contract Fund $ 571,152 $ 571,272
Vanguard Bond Index Fund $ 68,957 $ 71,595
Vanguard Wellington Fund $ 373,716 $ 434,392
Vanguard 500 Portfolio Fund $ 170,421 $ 211,751
Vanguard U.S. Growth Fund $ 127,154 $ 154,115
MCC Stock Fund $ 21,559 $ 22,789
Participant Loan Fund $ 12,609 $ 12,609
</TABLE>
9
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports on Mississippi Phosphate Corporation 401(k) Retirement Plan and
Mississippi Chemical Corporation Thrift Plan Plus 1995 financial statements
included in this Form 11-K into Mississippi Chemical Corporation's Registration
Statement on Form S-8 filed May 24, 1995 (Commission File No. 33-59577).
ARTHUR ANDERSEN LLP
Memphis, Tennessee
June 28, 1996
