<PAGE> 1
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994.
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
----------- -----------
Commission File Number 1-5492-1
--------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Nashua Corporation Savings Plan for Specified Hourly Employees
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Nashua Corporation
44 Franklin Street
Nashua, New Hampshire 03060
<PAGE> 2
NASHUA CORPORATION
- ------------------
SAVINGS PLAN FOR SPECIFIED
- --------------------------
HOURLY EMPLOYEES
- ----------------
FINANCIAL STATEMENTS
- --------------------
DECEMBER 31, 1994 AND 1993
- --------------------------
<PAGE> 3
<TABLE>
NASHUA CORPORATION
------------------
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
-------------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
<CAPTION>
PAGES
-----
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits
(With Fund Information) as of December 31, 1994 and 1993 2-3
Statement of Changes in Net Assets Available for Plan Benefits
(With Fund Information) for the Years Ended
December 31, 1994 and 1993 4-5
Notes to Financial Statements 6-10
<FN>
Supplementary Information: *
* Schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
June 30, 1995
To the Participants and Administrator of the
Nashua Corporation Savings Plan for
Specified Hourly Employees
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Nashua Corporation Savings Plan for Specified Hourly
Employees (the "Plan") at December 31, 1994 and 1993 and the changes in net
assets available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 4 to the financials statements, the Plan maintains an
investment in a guaranteed investment contract issued by a financially troubled
insurance company for which a proposed rehabilitation plan is pending subject
to judicial and regulatory approval. While the rehabilitation proceedings are
still pending, the ultimate realization of the Plan's investment in the
guaranteed investment contract and the collectibility of the interest thereon
cannot be presently determined. Accordingly, no provision for estimated losses
is reflected in the accompanying financial statements.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The fund
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
<PAGE> 5
<TABLE>
NASHUA CORPORATION
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
---------- ------ ------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ 63,147 $ - $ - $ - $ - $ -
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND 13,010 - - - -
MUTUAL FUNDS - - 7,145 21,650 2,653 9,670
EMPLOYEE CONTRIBUTIONS RECEIVABLE 1,121 146 254 921 162 106
EMPLOYER CONTRIBUTIONS RECEIVABLE 291 402 33 198 74 33
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - -
-------- -------- -------- -------- ------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 64,559 $ 13,558 $ 7,432 $ 22,769 $ 2,889 $ 9,809
======== ======== ======== ======== ======= =======
<CAPTION>
INTER- GOV'T
ASSET PACIFIC MEDIATE MONEY
MANAGER EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ------ ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ - $ - $ - $ - $ - $ - $ 63,147
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - - - - - - 13,010
MUTUAL FUNDS 2 7 - 2 617 - 41,746
EMPLOYEE CONTRIBUTIONS RECEIVABLE - 12 - - 111 - 2,833
EMPLOYER CONTRIBUTIONS RECEIVABLE - 5 - - 53 - 1,089
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - 3,000 3,000
----- ----- ------- ------- ------- ------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2 $ 24 $ - $ 2 $ 781 $ 3,000 $ 124,825
===== ===== ======= ======= ======= ======= =========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 2 -
<PAGE> 6
<TABLE>
NASHUA CORPORATION
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ 518,392 $ - $ - $ - $ - $ -
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - 206,251 - - - -
MUTUAL FUNDS - - 50,121 133,229 71,590 34,441
EMPLOYEE CONTRIBUTIONS RECEIVABLE 14,700 345 1,904 5,240 2,569 1,940
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,567 6,113 576 1,048 508 350
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - -
------------ ---------- --------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 534,659 $ 212,709 $ 52,601 $ 139,517 $ 74,667 $ 36,731
============ ========= ========= ========= ========= ==========
<CAPTION>
GOV'T
PACIFIC MONEY
EUROPE BASIN MARKET LOAN
FUND FUND FUND FUND TOTAL
---------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ - $ - $ - $ - $ 518,392
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - - - - 206,251
MUTUAL FUNDS 656 6,474 17,622 - 314,133
EMPLOYEE CONTRIBUTIONS RECEIVABLE 95 213 1,500 - 28,506
EMPLOYER CONTRIBUTIONS RECEIVABLE 19 47 197 - 10,425
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - 50,348 50,348
--------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 770 $ 6,734 $ 19,319 $ 50,348 $1,128,055
========= ========= ========= ========= ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 3 -
<PAGE> 7
<TABLE>
NASHUA CORPORATION
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 70,245 $ 2,155 $ 10,891 $ 28,540 $ 11,627 $ 10,153
EMPLOYER CONTRIBUTIONS 7,412 29,392 3,417 6,402 2,380 1,900
INVESTMENT INCOME 24,584 - 3,552 6,374 3,558 501
NET APPRECIATION OF INVESTMENTS - 13,017 - - - -
LOAN REPAYMENTS 6,836 43 1,002 3,348 1,427 265
LOAN INTEREST 1,851 12 210 937 623 52
------------ --------- --------- --------- --------- ---------
110,928 44,619 19,072 45,601 19,615 12,871
------------ --------- --------- --------- --------- ---------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 14,069 5,184 417 4,470 4,949 2,748
NET DEPRECIATION OF INVESTMENTS - - 854 4,504 127 688
LOAN WITHDRAWALS 52,709 394 14,445 16,786 11,516 1,276
ADMINISTRATIVE EXPENSES 474 442 89 162 88 23
PLAN TRANSFER (NOTE 6) 513,776 235,297 47,949 142,891 74,228 34,827
------------ --------- --------- --------- --------- ---------
581,028 241,317 63,754 168,813 90,908 39,562
------------ --------- --------- --------- --------- ---------
INCREASE (DECREASE) IN NET
ASSETS DURING THE YEAR (470,100) (196,698) (44,682) (123,212) (71,293) (26,691)
NET TRANSFERS BETWEEN FUNDS - (2,453) (487) 6,464 (485) (231)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR 534,659 212,709 52,601 139,517 74,667 36,731
------------ --------- --------- --------- --------- ---------
END OF YEAR $ 64,559 $ 13,558 $ 7,432 $ 22,769 $ 2,889 $ 9,809
============ ========= ========= ========= ========= =========
<CAPTION>
INTER- GOV'T
ASSET PACIFIC MEDIATE MONEY
MANAGER EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND FUND TOTAL
--------- --------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 654 $ 538 $ 901 $ 173 $ 8,414 $ $ 144,291
EMPLOYER CONTRIBUTIONS 96 145 183 36 1,380 - 52,743
INVESTMENT INCOME 5 - - 3 445 - 39,022
NET APPRECIATION OF INVESTMENTS 10 80 461 - - - 13,568
LOAN REPAYMENTS - - - - 245 (13,166) -
LOAN INTEREST - - - - 43 - 3,728
--------- --------- --------- --------- --------- --------- ------------
765 763 1,545 212 10,527 (13,166) 253,352
--------- --------- --------- --------- --------- --------- ------------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 210 173 - 208 2,286 - 34,714
NET DEPRECIATION OF INVESTMENTS - - - 2 - - 6,175
LOAN WITHDRAWALS - - - - 1,874 (99,000) -
ADMINISTRATIVE EXPENSES - - - - 15 - 1,293
PLAN TRANSFER (NOTE 6) 553 1,336 8,156 - 22,205 133,182 1,214,400
--------- --------- --------- --------- --------- --------- -----------
763 1,509 8,156 210 26,380 34,182 1,256,582
--------- --------- --------- --------- --------- --------- -----------
INCREASE (DECREASE) IN NET
ASSETS DURING THE YEAR 2 (746) (6,611) 2 (15,853) (47,348) (1,003,230)
NET TRANSFERS BETWEEN FUNDS - - (123) - (2,685) - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR - 770 6,734 - 19,319 50,348 1,128,055
--------- --------- --------- --------- --------- --------- -----------
END OF YEAR $ 2 $ 24 $ - $ 2 $ 781 $ 3,000 $ 124,825
========= ========= ========= ========= ========= ========= ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 4 -
<PAGE> 8
<TABLE>
NASHUA CORPORATION
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
YEAR ENDED DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 164,849 $ 4,268 $ 16,329 $ 49,688 $ 22,995 $ 19,835
EMPLOYER CONTRIBUTIONS 15,100 73,972 4,451 8,222 3,970 3,374
INVESTMENT INCOME 32,256 3,584 5,271 12,060 2,438 3,147
NET APPRECIATION OF INVESTMENTS - - 193 8,118 8,473 605
LOAN REPAYMENTS 4,498 - 494 2,282 1,182 135
LOAN INTEREST 1,387 - 103 521 473 32
PLAN TRANSFER 20,876 9,774 2,611 8,652 956 81
------------ --------- --------- --------- --------- ---------
238,966 91,598 29,452 89,543 40,487 27,209
------------ --------- --------- --------- --------- ---------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 38,153 17,140 1,006 4,208 754 568
NET DEPRECIATION OF INVESTMENTS - 3,272 - - - -
LOAN WITHDRAWALS 18,817 - 528 12,099 8,844 252
ADMINISTRATIVE EXPENSES 200 30 5 91 35 6
------------ --------- --------- --------- --------- ---------
57,170 20,442 1,539 16,398 9,633 826
------------ --------- --------- --------- --------- ---------
INCREASE IN NET ASSETS
DURING THE YEAR 181,796 71,156 27,913 73,145 30,854 26,383
NET TRANSFERS BETWEEN FUNDS 8,098 (30,795) 10,899 3,299 (337) 2,792
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR 344,765 172,348 13,789 63,073 44,150 7,556
------------ --------- --------- --------- --------- ---------
END OF YEAR $ 534,659 $ 212,709 $ 52,601 $ 139,517 $ 74,667 $ 36,731
============ ========= ========= ========= ========= =========
<CAPTION>
GOV'T
PACIFIC MONEY
EUROPE BASIN MARKET LOAN
FUND FUND FUND FUND TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 95 $ 298 $ 13,850 $ $ 292,207
EMPLOYER CONTRIBUTIONS 19 90 2,221 - 111,419
INVESTMENT INCOME - 3 270 - 59,029
NET APPRECIATION OF INVESTMENTS 15 353 - - 17,757
LOAN REPAYMENTS - - 53 (8,644) -
LOAN INTEREST - - 10 - 2,526
PLAN TRANSFER - - 184 - 43,134
--------- --------- --------- --------- ----------
129 744 16,588 (8,644) 526,072
--------- --------- --------- --------- ----------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS - - 492 - 62,321
NET DEPRECIATION OF INVESTMENTS - - - - 3,272
LOAN WITHDRAWALS - - 460 (41,000) -
ADMINISTRATIVE EXPENSES - - - - 367
--------- --------- --------- --------- ----------
- - 952 (41,000) 65,960
--------- --------- --------- --------- ----------
INCREASE IN NET ASSETS
DURING THE YEAR 129 744 15,636 32,356 460,112
NET TRANSFERS BETWEEN FUNDS 641 5,990 (587) - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR - - 4,270 17,992 667,943
--------- --------- --------- --------- ----------
END OF YEAR $ 770 $ 6,734 $ 19,319 $ 50,348 $1,128,055
========= ========= ========= ========= ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 5 -
<PAGE> 9
NASHUA CORPORATION
------------------
SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES
-------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Nashua Corporation Savings Plan for Specified
Hourly Employees ("the Plan") are presented on the accrual basis of accounting.
Plan Establishment
- ------------------
The Plan was established January 1, 1992 for hourly employees at Nashua
Corporation's Santa Clara facility. Additionally, effective January 1, 1993,
the hourly employees at Nashua Corporation's Exeter facility were transferred
from the Nashua Corporation Employees' Savings Plan into the Plan. As a result
$43,134 of assets were transferred into the Plan. On May 25, 1994 Nashua
Corporation's Santa Clara facility was sold and the Plan transferred $1,214,400
to a plan established by the buyer.
Asset Maintenance
- -----------------
Fidelity Management Trust Company is the Plan trustee ("the Trustee"). Assets
of the Plan are invested, at the election of the participants, in up to nine
Fidelity Investments' mutual funds (Fidelity Magellan Fund, Fidelity Puritan
Fund, Fidelity Equity-Income Fund, Fidelity Growth Company Fund, Fidelity
Pacific Basin Fund, Fidelity Europe Fund, Fidelity Asset Manager, Fidelity
Intermediate Bond Fund, or Fidelity Retirement Government Money Market Fund), a
Guaranteed Investment Contract Fund managed by the Trustee or the Nashua Common
Stock Fund. The Europe Fund, Pacific Basin Fund, Intermediate Bond Fund, and
Asset Manager were new investment options effective July 15, 1993. Effective
August 1, 1993 the Plan's investment in Nashua Corporation common stock was
converted into a unitized stock fund.
The Plan's assets are commingled with assets of the Nashua Corporation
Employees' Savings Plan in a participant-directed master trust arrangement.
The Plan's participation in the net assets of the master trust is recorded
based on individual plan participants' account balances. Investment income and
expenses for each investment option are allocated to the individual participant
account balances based on the prorata beginning account balances less
withdrawals and loans made to participants.
Investment Valuation
- --------------------
Common shares of Nashua Corporation ("the Company") held in the Plan are valued
at closing sales prices supplied by a pricing service. The cost of Nashua
common stock is determined on an average cost basis. The Plan's guaranteed
investment contracts are valued at contract value. Contract value represents
contributions made under the contracts, plus interest earned, less funds used
to pay withdrawals and expenses. The Plan's mutual fund accounts are valued at
the respective funds' closing net asset values.
Investment Income
- -----------------
Income from investments is recorded as earned on an accrual basis.
-6-
<PAGE> 10
Contributions
- -------------
The Plan has certain established criteria for eligibility. All contributions
are immediately 100% vested. 401(k) Plan contributions - Employees may make a
basic contribution of up to 15% of their earnings to the Plan. The Company
contributes an amount equal to 50% of up to 6% of the employees' contributed
earnings. Employee's contributions into the Nashua Common Stock Fund are
limited to 25% of their account balance.
Withdrawals and Loans
- ---------------------
Plan participants may withdraw part or all of their account balances subject to
certain restrictions stipulated by current Internal Revenue Service
regulations. The Plan also provides for optional forms of withdrawal at the
time of retirement. Plan participants may borrow against individual Plan
balances subject to Plan and current Internal Revenue Service regulations.
Interest on the loans is payable at 2% above the prime rate. Loans are payable
within 5 years from the date of withdrawal unless the amount was withdrawn to
purchase a primary residence, in which case the term of the loan is 20 years.
At December 31, 1994 and 1993, there were 1 and 17 loans outstanding totalling
$3,000 and $50,348, respectively.
Expenses
- --------
Trustee administrative fees, audit and other expenses are paid directly by the
Company and, accordingly, such items are not reflected in the financial
statements of the Plan. Fees for participant loans are paid by the Plan and
are reflected in the accompanying financial statements as administrative
expenses.
Federal Income Tax Status
- -------------------------
The Company was advised by the U.S. Treasury Department on November 17, 1993
that the Plan is qualified under Section 401 of the Internal Revenue Code ("the
Code") and is exempt from federal income taxes. The Plan has since been
amended, however, a new letter has not yet been requested. Management believes
that the Plan, as amended, and its operations have been and continue to be in
accordance with all applicable provisions of the Code and the Employee
Retirement Income Security Act of 1974 ("ERISA").
NOTE 2 - GENERAL DESCRIPTION OF THE PLAN
- ----------------------------------------
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
1. GENERAL - The Plan is a defined contribution plan covering all eligible
employees. It is subject to the provisions of ERISA.
2. INVESTMENT FUNDS - Employees' contributions and Company contributions
can be invested in guaranteed investment contracts and/or mutual funds
at the election of the participants. Additionally, employees can direct
100% of the company contributions and up to 25% of their contributions
into the Nashua Common Stock Fund.
3. TERMINATION - The Plan is administered by the Nashua Pension Committee,
which is composed of officers of the Company. The Company anticipates
and believes that the Plan will continue without interruption, but
reserves the right to discontinue the Plan. In the event that such
discontinuance results in the termination of the Plan, the Plan provides
that net assets shall be allocated among the participants and
beneficiaries in the order provided for by ERISA.
-7-
<PAGE> 11
<TABLE>
NOTE 3 - INVESTMENTS
- --------------------
The Plan's Mutual Fund investments at fair value are summarized as follows:
<CAPTION>
December 31,
---------------------------
1994 1993
-------- --------
<S> <C> <C>
Nashua Common Stock Fund $13,010 $206,251
Fidelity Puritan Fund 7,145 50,121
Fidelity Magellan Fund 21,650 133,229
Fidelity Equity Income Fund 2,653 71,590
Fidelity Growth Company Fund 9,670 34,441
Fidelity Asset Manager 2 --
Fidelity Europe Fund 7 656
Fidelity Pacific Basin Fund -- 6,474
Fidelity Intermediate Bond Fund 2 --
Fidelity Retirement Government
Money Market Fund 617 17,622
-------- --------
$ 54,756 $520,384
======== ========
</TABLE>
NOTE 4 - GUARANTEED INVESTMENT CONTRACT FUND
- --------------------------------------------
<TABLE>
The Plan's investment in the Guaranteed Investment Contract Fund consists of the following:
<CAPTION>
December 31,
-----------------------------
1994 1993
--------- ---------
<S> <C> <C>
Pacific Mutual Life Insurance Company
5.3% Due 3/30/95 - 6/30/99 $ 6,023 $ --
State Mutual Life Assurance
5.48% Due 1/1/98 - 1/3/99 6,326 --
Life of Virginia
8.32% Due 12/31/95 - 3/31/97 16,897 114,122
Aetna Life Insurance Company
6.78% Due 6/30/95 2,987 91,297
Lincoln National Life Insurance Company
6.28% Due 12/31/96 6,773 46,615
Provident Life & Accident Insurance Company
6.14% Due 1/29/99 6,811 46,946
People's Security Life
5.52% Due 2/28/00 6,324 --
People's Security Life
5.41% Due 2/28/00 2,108 --
Confederation Life Insurance Company
8.77% Due 1/3/95 7,812 71,453
Fidelity Institutional Money Market Fund 1,086 --
Fidelity U.S. Government Reserve Fund -- 147,959
--------- --------
$ 63,147 $518,392
========= ========
</TABLE>
On August 12, 1994 Canadian regulators seized control of Confederation Life
Insurance Company. As a result, the Plan's investment in that carrier's
contract has been frozen until regulators finalize a rehabilitation plan.
Interest accrual ceased on August 12, 1994. While the rehabilitation
proceedings are still pending, realization of the Plan's investment in the
contract and the collectibility of interest thereon cannot be presently
determined. Accordingly, no provision for any loss that may result upon final
resolution of these matters has been made in the accompanying financial
statements.
-8-
<PAGE> 12
NOTE 5 - SAVINGS PLANS MASTER TRUST
- -----------------------------------
The assets of the Plan have been commingled with assets of another Company
savings plan in the Nashua Corporation Savings Plans Master Trust ("the Master
Trust"). The Plan administrator adjusted the financial data as confirmed on a
cash basis by the Trustee to the accrual basis on which the information shown
below is prepared. The effect of converting to the accrual basis was to record
accrued employer and employee contributions receivable. The Plan owned
approximately 0.2% and 2.1% of the Master Trust as of December 31, 1994 and
1993, respectively.
<TABLE>
<CAPTION>
December 31,
------------------------------------
1994 1993
----------- -----------
<S> <C> <C>
Statement of Net Assets
Available for Plan Benefits:
Guaranteed Investment Contracts, at Contract Value $21,533,934 $23,619,548
Nashua Common Stock Fund, at Fair Value 5,499,016 7,400,889
Mutual Funds, at Fair Value 22,912,974 20,801,964
Employee Contributions Receivable 383,267 455,661
Employer Contributions Receivable 135,626 164,494
Participant Loans Receivable, at Fair Value 2,173,276 1,614,261
----------- -----------
Net Assets Available for Plan Benefits $52,638,093 $54,056,817
=========== ===========
<CAPTION>
Year Ended December 31,
-----------------------------------
1994 1993
----------- -----------
<S> <C> <C>
Statement of Changes in Net Assets
Available for Plan Benefits:
Sources of Net Assets:
Employee Contributions $5,271,617 $5,800,957
Employer Contributions 1,797,983 1,871,318
Investment Income 2,608,247 3,413,427
Net Appreciation of Investments 25,762 1,526,740
Loan Interest 145,301 115,273
----------- -----------
9,848,910 12,727,715
----------- -----------
Applications of Net Assets:
Plan Withdrawals 5,037,619 2,025,091
Net Depreciation of Investment 2,979,570 200,601
Administrative Expenses 17,134 10,812
Plan Transfer 3,233,311 -
----------- -----------
11,267,634 2,236,504
----------- -----------
Increase (Decrease) in Net Assets During the Year $(1,418,724) $10,491,211
=========== ===========
</TABLE>
The Master Trust purchased 55,800 and 41,648 common shares of Nashua
Corporation at a total cost of $1,414,510 and $1,162,503 during 1994 and 1993,
respectively. The Master Trust received $1,483,342 and $2,010,267 from the
sale of 53,762 and 74,078 common shares of Nashua Corporation during 1994 and
1993, respectively.
-9-
<PAGE> 13
NOTE 6 - PLAN TRANSFER
- ----------------------
On May 25, 1994 the Company's Santa Clara facility was sold. The participants
of the Plan who were employees of the Santa Clara facility were transferred
into a plan established by the buyer. The transfer occurred during the third
quarter of 1994 and resulted in a plan transfer of $1,214,400.
NOTE 7 - IMPLEMENTATION OF STATEMENT OF POSITION 94-4
- -----------------------------------------------------
In September 1994, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 94-4 "Reporting of Investment Contracts
Held by Health and Welfare Benefit Plans and Defined Contribution Pension
Plans" (the "SOP") which amends the AICPA Audit and Accounting Guide - Audits
of Employee Benefit Plans. The SOP is effective for financial statements for
years beginning after December 15, 1994, except that the application of the SOP
to investment contracts entered into before December 31, 1993, is delayed to
years beginning after December 15, 1995. The SOP requires defined contribution
plans to report investment contracts with fully benefit-responsive features, as
defined in the SOP, at contract value and other investment contracts at fair
value. Management does not believe the implementation of the SOP will have a
material effect on the financial statements.
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<PAGE> 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Nashua Corporation of our report dated June 30, 1995
relating to the financial statements of the Nashua Corporation Employees'
Savings Plan for the year ended December 31, 1994 included with this Form 11-K.
We also consent to the incorporation by reference in the Registration Statement
on Form S-8 of Nashua Corporation of our report dated June 30, 1995 relating to
the financial statements of the Nashua Corporation Savings Plan for Specified
Hourly Employees for the year ended December 31, 1994 included with this Form
11-K.
PRICE WATERHOUSE LLP
July 13, 1995
<PAGE> 15
SIGNATURE
NASHUA CORPORATION SAVINGS PLAN FOR SPECIFIED HOURLY EMPLOYEES. Pursuant to
the requirements of the Securities Act of 1934, the Plan Committee has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
NASHUA CORPORATION SAVINGS PLAN
FOR SPECIFIED HOURLY EMPLOYEES
Date: July 17, 1995 By /s/ Paul Buffum
---------------------------------------
Paul Buffum
Nashua Corporation Savings Plan for
Specified Hourly Employees Committee
