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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
(Mark One):
[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 ________
Commission file number: 0-12640
A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Seabee Corporation Pension and Retirement Savings Plan,
formerly entitled the Seabee Corporation Employee Stock
Ownership Plan.
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Kaydon Corporation, Arbor Shoreline Office Park, 19345 U.S.
19 North, Clearwater, Florida 34624
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<PAGE> 2
SEABEE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
HAMPTON, IOWA
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1995
<PAGE> 3
SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Table of Contents
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for
Plan Benefits 2
Statements of Changes in Net Assets Available for
Plan Benefits 3
Notes to Financial Statements 4 - 11
Schedule G Financial Schedules (IRS Form 5500) 12 - 14
<PAGE> 4
<AUDIT-REPORT>
CARNEY, ALEXANDER, MAROLD & CO.
CERTIFIED PUBLIC ACCOUNTANTS
300 KWWL BUILDING P.O. BOX 1290
WATERLOO, IOWA 50704
TEL. (319)233-3318
Independent Auditors' Report
Trustees
Seabee Corporation Employee
Stock Ownership Plan
Hampton, Iowa 50441
We have audited the accompanying statements of net assets available
for plan benefits of the Seabee Corporation Employee Stock Ownership Plan
as of December 31, 1995 and 1994, and the related statements of changes in
net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Trust'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 plan
benefits of the Seabee Corporation Employee Stock Ownership Plan as of
December 31, 1995 and 1994, 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 conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
included in Schedule G-Financial Schedules (IRS Form 5500) is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements but is 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 information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
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opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/S/ CARNEY, ALEXANDER, MAROLD & CO.
September 20, 1996
</AUDIT-REPORT>
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 186,212 $ 150,269
Accrued interest receivable 1,640 0
Investment at fair value in sponsor company
common stock (Notes 2 and 3) 0 2,615,822
Investment at fair value in mutual funds
(Notes 2 and 3) 3,879,684 0
---------- ----------
Total Assets $4,067,536 $2,766,091
---------- ----------
LIABILITIES
Withholding tax payable $ 5,351 $ 23,689
Benefits payable 385,147 100,391
Plan indebtedness (Note 4) 0 250,000
---------- ----------
Total Liabilities $ 390,498 $ 374,080
---------- ----------
Net Assets Available for Plan Benefits $3,677,038 $2,392,011
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND 1994
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ADDITIONS TO NET ASSETS
Investment Income:
Net unrealized appreciation (depreciation)
in fair value of investments (Note 3) $ (16,916) $ 234,802
Realized appreciation sponsor company
stock (Notes 3 and 6) 1,191,635 0
Dividends 286,566 178,952
Interest 10,916 1,021
---------- ----------
$1,472,201 $ 414,775
---------- ----------
Contributions:
Employer $ 200,000 $ 200,000
---------- ----------
Total Additions to Net Assets $1,672,201 $ 614,775
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefits to participants $ 360,825 $ 82,260
Administrative expense 15,737 14,120
Interest expense 10,612 7,707
---------- ----------
Total Deductions from Net Assets $ 387,174 $ 104,087
---------- ----------
Net Increase $1,285,027 $ 510,688
Net Assets Available for Plan Benefits:
Beginning of year 2,392,011 1,881,323
---------- ----------
End of year $3,677,038 $2,392,011
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 1: DESCRIPTION OF PLAN
The following description of the Seabee Corporation Employee
Stock Ownership Plan provides only general information.
Participants should refer to the plan agreement for a more
complete description of the plan's provisions.
1. GENERAL. The purpose of this plan is to enable
participating employees of the Company and of any
participating affiliates to share in the growth and
prosperity of the Company and to provide participants with
an opportunity to accumulate capital for their future
economic security. The plan is designed to do this without
any deductions from participants' paychecks or without
calling upon them to invest their personal savings. A
primary purpose of the plan is to enable participants to
acquire a proprietary interest in the Company.
Consequently, employer contributions made to the trust will
be primarily invested in Company stock.
This plan qualifies as an Employee Stock Ownership Plan, as
defined in Section 4975(e)(7) of the Internal Revenue Code,
and is designed to qualify under Section 401(a) of the
Internal Revenue Code. All assets acquired under this plan
as a result of employer contributions, income and other
additions to the trust will be administered, distributed,
forfeited and otherwise governed by the provisions of this
plan which is administered by the committee for the
exclusive benefit of participants in the plan and their
beneficiaries.
2. CONTRIBUTIONS. Each year the Company contributes to the
plan an amount approved by the Board of Directors.
Participants do not contribute to the plan.
3. PARTICIPANT ACCOUNTS. Each participant's account is
credited with an allocation of (a) the Company's
contribution, (b) plan earnings, and (c) forfeitures of
terminated participants' nonvested accounts. Allocations
are based on participant earnings. The benefit to which a
participant is entitled is the benefit that can be provided
from the participant's account.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
4. VESTING. Vesting is based on years of qualifying service.
In 1989 and thereafter a participant is 100 percent vested
after seven years of credited service, retirement at age 65,
or qualifying disability.
Presented below is the vesting schedule used in 1989 and
thereafter by the plan. To qualify as a year of service,
the employee must work at least 1,000 hours in that year.
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENTAGE OF ACCOUNTS VESTED
---------------- -----------------------------
<S> <C> <C>
Less than one year 0%
One year 0%
Two years 0%
Three years 20%
Four years 40%
Five years 60%
Six years 80%
Seven years or more 100%
</TABLE>
Below is a schedule showing the breakdown of the plan at
December 31, 1995 and at December 31, 1994.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
4. VESTING (CONTINUED)
<TABLE>
<CAPTION> 1995
----------------------------------------
YEARS OF NUMBER OF VALUE OF PERCENT VESTED
SERVICE EMPLOYEES ACCOUNTS VESTED AMOUNT
-------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
1 96 $ 123,063 0% $ 0
2 26 75,152 0 0
3 3 9,712 20 1,942
4 10 47,033 40 18,813
5 1 3,819 60 2,291
6 7 50,555 80 40,444
7 or more 130 3,306,740 100 3,306,740
Terminated
participants 12 391,625 385,147
Reserve and
suspense accounts 54,250 0
Adjustment cash
account 236 0
--- ---------- ----------
285 $4,062,185 $3,755,377
=== ========== ==========
</TABLE>
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
4. VESTING (CONTINUED)
<TABLE>
<CAPTION> 1994
----------------------------------------
YEARS OF NUMBER OF VALUE OF PERCENT VESTED
SERVICE EMPLOYEES ACCOUNTS VESTED AMOUNT
-------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
1 30 $ 21,745 0% $ 0
2 4 4,821 0 0
3 11 21,746 20 4,349
4 2 3,116 40 1,246
5 9 28,597 60 17,158
6 23 95,360 80 76,288
7 or more 111 2,150,508 100 2,150,508
Terminated
participants 11 102,196 100,392
Reserve and
suspense accounts 64,313 0
--- ---------- ----------
201 $2,492,402 $2,349,941
=== ========== ==========
</TABLE>
5. PAYMENT OF BENEFITS. In the event of death or retirement, a
participant may receive either a lump-sum amount equal to
the value of his or her account, or installments based on
the participants life expectancy or the joint life
expectancy of the participant and his or her designated
beneficiary. In the event a participant ceases to
participate for reasons other than death or retirement and
has a plan benefit of less than $2,500, distribution shall
be in a lump-sum as soon as possible after the close of the
plan year in which the participant incurs a one-year break
in service. For participants with a plan benefit of $2,500
or more, distribution shall be in a lump-sum as soon as
possible after the close of the plan year in which the
participant incurs a five-year break in service.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 2: SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared using the
accrual method of accounting.
ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The amounts shown in Note 3 for securities represent
estimated fair value. The investments on December 31, 1995
in mutual funds are valued at quoted market price which
represents the net asset value of shares/units held by the
plan at year-end. The common shares of the Company on
December 31, 1994 are valued at fair value as determinant by
independent appraisers.
Purchases and sales of securities are recorded on a trade-
date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
PAYMENT OF BENEFITS
Benefits are recorded when allocated to retired or
terminated participants.
NOTE 3: INVESTMENTS
The plan's investments are held by the trust fund's trustees.
The following table presents the fair values of the investments
at December 31, 1995 and 1994. After the sale of company stock
(Note 6), the investments are being held by a bank administered
trust fund.
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 3: INVESTMENTS (CONTINUED)
Fair Value of Investments
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------------------- ------------------------
NUMBER OF NUMBER OF
UNITS/SHARES FAIR VALUE SHARES FAIR VALUE
------------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Investments at Estimated
Fair Value
Common Stock
Seabee Corporation -- -- 237,802 $2,615,822
Investments at Fair Value
as Determined by Quoted
Market Price:
Mutual Funds
Parkstone Bond Fund 185,737.398 $1,853,659
Parkstone Equity Fund 70,630.703 1,281,241
Parkstone Small Capital
Fund 12,382.044 333,448
Parkstone International
Discovery Fund 32,363.146 411,336
----------
Total Investments
at Fair Value $3,879,684 $2,615,822
========== ==========
</TABLE>
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 3: INVESTMENTS (CONTINUED)
During 1995 and 1994, the plan's investments had net appreciation
in value of $1,174,719 and $234,802 respectively, as follows:
Net Appreciation (Depreciation) in Fair Value
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------- -----------------
<S> <C> <C> <C>
Investments at Estimated
Fair Value
Common Stock
Seabee Corporation $1,191,635 $234,802
---------- --------
Investments at Fair Value
as Determined by Quoted
Market Price:
Mutual Funds
Parkstone Bond Fund $ 51,808
Parkstone Equity Fund (33,325)
Parkstone Small Capital
Fund (41,196)
Parkstone International
Discovery Fund 5,797
---------- --------
$ (16,916) $ 0
---------- --------
$1,174,719 $234,802
========== ========
</TABLE>
NOTE 4: PLAN INDEBTEDNESS
On July 25, 1994 the plan entered into a $300,000 term loan with
a bank. The plan borrowed $250,000 against this note with
$100,000 used to pay off the note due September 30, 1994 and
$150,000 used to pay retirement benefits. Repayment occurs with
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 4: PLAN INDEBTEDNESS (CONTINUED)
annual commitment stepdowns of $100,000 beginning September 30,
1995. The loan was guaranteed by Seabee Corporation with
repayment to be made over a three year period. The loan interest
rate was 1/4% over the banks base rate. At December 31, 1994,
the interest rate was at 8-3/4%. The loan was paid in full prior
to maturity on July 14, 1995.
Interest expense incurred by the plan was $10,612 for 1995 and
$7,707 for 1994.
NOTE 5: PLAN TERMINATION
Although the Company has established the plan with the bona fide
intention and expectation that it will be able to make
contributions indefinitely, nevertheless, the Company shall not
be under any obligation or liability to continue its
contributions or to maintain the plan for any given length of
time. The Company may in its sole discretion discontinue such
contributions or terminate the plan in whole or in part in
accordance with its provisions at any time without any liability
for such discontinuance or termination. If the plan is not
replaced by a comparable plan qualified under Section 401(a) of
the Internal Revenue Code, the accounts of all participants
affected by the termination, partial termination or
discontinuance of contributions will become nonforfeitable.
After termination of the plan, the Trustees and the Trust will
continue until the plan benefit of each participant has been
distributed. Plan benefits may be distributed promptly after
they are computed or distribution may be deferred as provided in
the plan, as the Trustees may direct.
NOTE 6: SALE OF SEABEE CORPORATION STOCK
On September 15, 1995, Seabee Corporation's outstanding stock was
acquired at $16.00 per share by Kaydon Corporation. Included in
this transaction were all shares owned by the Seabee Corporation
Employee Stock Ownership Plan. The sale of company stock
resulted in realized appreciation of $1,191,635 over the
estimated fair value of the company stock at December 31, 1994.
As a result of the acquisition, the plan ceased to operate as an
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SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 6: SALE OF SEABEE CORPORATION STOCK (CONTINUED)
employee stock ownership plan and effective January 1, 1996 the
Seabee Corporation Employee Stock Ownership Plan was amended and
restated to become a 401(k) profit-sharing plan and its name was
changed to the Seabee Corporation Pension and Retirement Savings
Plan.
NOTE 7: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
---- ----
<S> <C> <C> <C>
Unrealized appreciation (depreciation) of
assets per financial statements -- $234,802
Over accrual of withheld taxes on Form 5500 at
December 31, 1993 -- 1,900
--------
Unrealized appreciation (depreciation) of
assets per Form 5500 -- $236,702
========
</TABLE>
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<PAGE> 17
SEABEE CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
HAMPTON, IOWA
Notes to Financial Statements
NOTE 7: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
---- ----
<S> <C> <C> <C>
Net assets available for plan benefits per
financial statements $3,677,038 --
Understatement of interest earned on
Form 5500 (242) --
Understatement of administrative expense
on Form 5500 6 --
----------
Net assets at end of year per Form 5500 $3,676,802 --
==========
Benefits to participants per the financial
statements $ 360,825 $ 82,260
Amounts allocated to withdrawing participants
at December 31, 1993 366,481
Amounts allocated to withdrawing participants
at December 31, 1994 100,391 (100,391)
Amounts allocated to withdrawing participants
at December 31, 1995 (385,147)
---------- ---------
Benefit payments directly to participants
per the Form 5500 $ 76,069 $ 348,350
========== =========
</TABLE>
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<PAGE> 18
SCHEDULE I
<TABLE>
SEABEE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 42-1069017
PLAN NUMBER: 001
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
--------------------------- ----------------------------- --------- ---------
<S> <C> <C> <C> <C>
Parkstone Bond Fund 1,801,851 1,853,659
Parkstone Equity Fund 1,314,566 1,281,241
Parkstone Small Cap Fund 374,644 333,448
Parkstone Int'l Disc Fund 405,539 411,336
</TABLE>
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SCHEDULE I
<TABLE>
SEABEE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 42-1069017
PLAN NUMBER: 001
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES THAT
WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
AS OF DECEMBER 31, 1995
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER RATE OF INTEREST, COLLATERAL, COSTS OF PROCEEDS OF
LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE ACQUISITION DISPOSITIONS
--------------------------- ----------------------------- ----------- ------------
<S> <C> <C> <C> <C>
Parkstone Bond Fund 1,801,851
Parkstone Equity Fund 1,314,566
Parkstone Small Cap Fund 374,644
Parkstone Int'l Disc Fund 405,539
Seabee Corp. Class A Stock 3,812,832
Seabee Corp. Class A Stock 5,375
</TABLE>
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<PAGE> 20
SCHEDULE II
<TABLE>
SEABEE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 42-1069017
PLAN NUMBER: 001
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
CURRENT
EXPENSE VALUE OF
IDENTITY DESCRIPTION OF ASSET INCURRED ASSET ON
OF PARTY (INCLUDE INTEREST RATE AND PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN
INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSET DATE OR LOSS
- ------------------ --------------------------- -------- --------- ------ ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Seabee Corp. Trust Seabee Corp. Class A Stock 0 3,812,832 0 0 2,621,197 3,812,832 1,191,635
Seabee Corp. Trust Parkstone Bond Fund 1,801,851 0 0 0 1,801,851 1,853,659 51,808
Seabee Corp. Trust Parkstone Equity Fund 1,314,566 0 0 0 1,314,566 1,281,241 (33,325)
Seabee Corp. Trust Parkstone Small Cap Fund 374,644 0 0 0 374,644 333,448 (41,196)
Seabee Corp. Trust Parkstone Int'l Disc Fund 405,539 0 0 0 405,539 411,336 5,797
</TABLE>
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<PAGE> 21
Exhibits:
23 Consent of Carney, Alexander, Marold & Co. dated November 8,
1996.
SIGNATURES
THE 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.
Dated: November 7, 1996 SEABEE CORPORATION PENSION AND
RETIREMENT SAVINGS PLAN
By: /S/ LAWRENCE J. CAWLEY
Lawrence J. Cawley
Chairman and Chief Financial Officer of
Kaydon Corporation and Chairman and a
Member of the Seabee Corporation
Pension and Retirement Savings Plan
Administrative Committee
<PAGE> 22
EXHIBIT INDEX
EXHIBIT DOCUMENT
- ------- --------
23 Consent of Carney, Alexander, Marold & Co. dated November
8, 1996
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into the Company's concurrently
filed Form S-8 Registration Statement for the Seabee Corporation Pension
and Retirement Savings Plan.
/S/ CARNEY, ALEXANDER, MAROLD & CO.
CARNEY, ALEXANDER, MAROLD & CO.
Waterloo, Iowa
November 8, 1996
