SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1994
X
---
Or
Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 21934 for the transition period from _____________________ to
_______________________
Commission file number________________________________________________
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Exide Electronics Corporation 401(k) Retirement Benefit Plan
8521 Six Forks Road
Raleigh, North Carolina 27615
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Exide Electronics Group, Inc.
8521 Six Forks Road
Raleigh, North Carolina 27615
<PAGE>
REQUIRED INFORMATION
The required information is set forth in the following exhibits, which are
filed herewith:
Exhibit No. Description
1. Financial statements as of December 31, 1994 and 1993 for the Exide
Electronics Corporation 401(k)Retirement Benefit Plan prepared in
accordance with the financial reporting requirements of ERISA
2. A written consent of Arthur Andersen LLP with respect to the plan
annual financial statements, which are being incorporated by
reference in a registration statement on Form S-8 under the
Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the plan
administration committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Exide Electronics Corporation
401(k) Retirement Benefit Plan
Date: November 9, 1995 By: /s/JANE PASIPOULARIDES
Jane Pasipoularides
Plan Administrator
EXHIBIT 1
Report of Independent Public Accountants
To Exide Electronics Corporation
401(k) Retirement Benefit Plan Committee:
We have audited the accompanying statements of net assets available for plan
benefits of Exide Electronics Corporation 401(k) Retirement Benefit Plan as of
December 31, 1994 and 1993, and the related statement of changes in net assets
available for plan benefits with fund information for the year ended December
31, 1994. These financial statements and the schedules referred to below are the
responsibility of the Plan Committee. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Exide
Electronics Corporation 401(k) Retirement Benefit Plan as of December 31, 1994
and 1993, and the changes in net assets available for plan benefits with fund
information for the year ended December 31, 1994, 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 assets held
for investment purposes and reportable transactions 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 Fund Information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits with fund information 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 supplemental schedules and Fund Information 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.
/s/ARTHUR ANDERSEN LLP
Raleigh, North Carolina,
March 15, 1995.
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
Financial Statements
December 31, 1994 and 1993
Index
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and
1993 Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1994 Notes to Financial Statements
- -- December 31, 1994 and 1993
Schedules Supporting Financial Statements:
Schedule I -- Item 27(a) - Schedule of Assets Held for Investment Purposes as of
December 31, 1994 Schedule VI -- Item 27(d) - Schedule of Reportable
Transactions for the Year Ended December 31, 1994
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
---- ----
Investments - At market value:
<S> <C> <C>
Fidelity Puritan Fund $ 2,298,956 $ 1,739,565
Fidelity Growth Company Fund 3,137,451 2,642,360
Fidelity Growth and Income Portfolio 3,312,370 2,647,749
Fidelity Asset Manager Fund 696,687 497,184
Fidelity Retirement Government Money Market Portfolio 8,446,708 7,098,514
Fidelity U.S. Equity Index Portfolio 928,704 781,606
Loans to plan participants 1,071,908 874,780
--------- -------
Total investments 19,892,784 16,281,758
---------- ----------
Receivables:
Employer contributions 591,687 636,048
Employee contributions 209,716 171,038
------- -------
Total receivables 801,403 807,086
------- -------
Total net assets available for plan benefits $20,694,187 $17,088,844
=========== ===========
<FN>
The accompanying notes to financial statements and schedules are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Fidelity Growth Fidelity Government U.S.
Fidelity Growth and Asset Money Equity
Puritan Company Income Manager Market Index Participant
Fund Fund Portfolio Fund Portfolio Portfolio Loans Other Total
------- ------- --------- ------ --------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions-
Employee $397,057 $527,822 $ 488,928 $156,387 $ 658,168 $142,116 $ 0 $ 0 $2,370,478
Employee rollover 40,810 64,766 48,534 23,727 21,837 19,582 0 0 219,256
Employer 174,328 208,880 199,078 76,765 1,411,054 59,898 0 0 2,130,003
------- ------- ------- ------ --------- ------ ----- ----- ---------
Total 612,195 801,468 736,540 256,879 2,091,059 221,596 0 0 4,719,737
Dividend income 168,403 131,478 234,865 26,192 310,352 27,091 0 0 898,381
Realized and unrealized
gains/(losses) (143,084) (186,250) (168,977) (73,155) 0 (17,361) 0 0 (588,827)
Loan repayment-
Principal 48,610 55,826 70,483 9,286 295,876 16,092 (496,173) 0 0
Interest 3,479 3,824 4,223 495 14,400 1,137 0 0 27,558
Decrease in receivables 0 0 0 0 0 0 0 (5,683) (5,683)
Other 93 0 70 59 0 42 0 0 264
-- ----- ----- ----- ----- ----- ----- ----- ------
Total
additions 689,696 806,346 877,204 219,756 2,711,687 248,597 (496,173) (5,683) 5,051,430
Transfers to/from investment
options 90,736 (56,643) 43,159 16,223 (47,589) (45,886) 0 0 0
Deductions:
Benefits (105,411) (149,410) (167,649) (21,922) (873,300) (18,097) 101,399 0 (1,437,188)
Loan withdrawals (114,753) (104,729) (87,606) (14,505) (435,859) (37,248) 794,700 0 0
Participant loan fees (877) (473) (487) (49) (6,745) (268) 0 0 (8,899)
---- ---- ---- --- ------ ---- ----- ----- ------
Net increase (decrease) for
year 559,391 495,091 664,621 199,503 1,348,194 147,098 197,128 (5,683) 3,605,343
Net assets, beginning of
year 1,739,565 2,642,360 2,647,749 497,184 7,098,514 781,606 874,780 807,086 17,088,844
--------- --------- --------- ------- --------- ------- ------- ------- ----------
Net assets, end of year $ 2,298,956 $3,137,451 $3,312,370 $696,687 $8,446,708 $928,704 $1,071,908 $801,403 $20,694,187
=========== ========== ========== ======== ========== ======== ========== ========== ===========
<FN>
The accompanying notes to financial statements and schedules are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
Notes to Financial Statements
December 31, 1994 and 1993
1. Description of the Plan:
The following description of the Exide Electronics Corporation (the Company)
401(k) Retirement Benefit Plan (the Plan) is provided for general information
only. Participants should refer to the plan agreement for more complete
information. The Plan was established effective January 1, 1989, and was
subsequently amended February 1, 1992, and restated June 3, 1993. The Plan is
designed to conform to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Funding Policy
Annual contributions to the Plan consist of:
- Participant salary reduction contributions up to 15% of their total
compensation not to exceed a maximum of $9,240 in 1994 and $8,994 in
1993.
- An employer discretionary contribution of 2% of total compensation of
participants.
- An employer matching contribution equal to 50% of the employee
contributions of up to 4% of their total compensation.
- An employer discretionary contribution determined each year by the
Company.
Eligibility
All full-time regular employees who were employed by the Company on December 31,
1988, were eligible to participate in the Plan on January 1, 1989. All full-time
regular employees of the Company employed between January 1, 1989, and January
1, 1993, are generally eligible to participate in the Plan effective January 1
or July 1 following the date the employee completes six months of service. All
full-time regular employees employed after January 1, 1993, are eligible to
participate in the Plan as of the first day of the month coinciding with the
completion of six months of service.
Vesting Provision
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the employer contribution portion of their accounts is
based on the number of years of continuous service according to the following
schedule:
Years of Vesting
Service Percentage
1 20%
2 40
3 60
4 80
5 100
Benefit Provision
When a participant retires, becomes disabled or is deceased, the full value of
the account balance is payable to the participant (or beneficiary, if
participant is deceased). The form of payment available includes annuities,
installments and single lump-sum payments.
Participant Loans
Participants may borrow from the Plan in any amount greater than $500 but less
than 50% of the participant's vested account balance. In no event can the
participant borrow more than $50,000. Loans are for a period not exceeding five
years and bear interest at prime rate plus one percentage point, subject to
applicable usury limits.
Withdrawals During Employment
A participant may elect to withdraw the lesser of his/her salary reduction
contribution account balance or the amount necessary to satisfy a financial
hardship. The withdrawal shall be authorized only in the event of an "immediate
and heavy financial need" in an amount "necessary to satisfy the hardship"
(as defined by the applicable Internal Revenue Code Regulation).
2. Summary of Significant Accounting Policies:
Tax Status
The Plan received a favorable tax determination letter on October 7, 1993,
covering the June 3, 1993, restatement of the Plan. The plan sponsor is of the
opinion that the Plan continues to meet the Internal Revenue Service
requirements under Section 401(k) and, accordingly, no provision for income
taxes has been made in the accompanying financial statements.
Basis of Accounting
The accompanying financial statements were prepared using the accrual method of
accounting.
3. Investments:
The investments of the Plan are held and administered by the trustee, Fidelity
Management Trust Company. Investments are stated at market value as determined
by the trustee based on quoted market prices, with the net increase for the year
in the carrying value recognized as unrealized appreciation (depreciation) in
the accompanying statement of changes in net assets available for plan benefits
with fund information. Participants may choose to invest their monies among the
following six investment funds which have varying degrees of risk:
Fidelity Puritan Fund - A growth and income fund which invests in a broadly
diversified portfolio of common stocks, preferred stocks
and bonds, including lower-quality, high-yield debt
securities.
Fidelity Growth Company Fund - A growth fund which invests primarily in common
stocks and securities convertible into common stock. It
may invest in smaller, younger companies with
above-average growth potential or larger companies that
appear undervalued relative to their potential return.
Fidelity Growth and Income Portfolio - A growth and income fund which invests in
common stocks, securities convertible into common
stocks, preferred stocks and fixed-income securities.
Fidelity Asset Manager Fund - A diversified fund which invests in stocks, bonds
and short-term, fixed income instruments. More
specifically, investments are normally made in growth,
high-dividend or blue chip stocks; investment grade
bonds; and money market instruments.
Fidelity Retirement Government Money Market Portfolio - This money market fund
invests in obligations issued by the U.S. Government.
Fidelity U.S Equity Index Portfolio - A growth and income fund which seeks
investment results that correspond to the performance of
companies comprising the Standard & Poor's 500.
These six funds are listed on the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
with fund information. In addition, the statement of changes in net assets
available for plan benefits with fund information has a column entitled "Other."
This column reflects the amount of receivables and changes in receivables of the
Plan, as these accruals have not been reflected in the individual funds as
reported by the trustee. The following assets were individually greater than 5%
of the plan's net assets as of December 31, 1994:
<TABLE>
<CAPTION>
Current Value
Description
<S> <C>
Fidelity Puritan Fund $2,298,956
Fidelity Growth Company Fund 3,137,451
Fidelity Growth and Income Portfolio 3,312,370
Fidelity Retirement Government Money Market Portfolio 8,446,708
Loans to Participants 1,071,908
</TABLE>
Effective January 1994, the Plan was amended to add an investment fund comprised
of the Company's common stock. This investment option was not executed during
1994, but is anticipated for plan year 1995.
4. Administrative Service Fees:
Administrative service fees incurred on behalf of the Plan are paid by the plan
sponsor, except for administrative fees related to participant loans.
5. Distributions upon Plan Termination:
The Company has the right, at any time, to terminate the Plan by delivering to
the trustee and the administrator written notice of such termination. Upon
termination, all amounts credited to the affected participants' accounts shall
become 100% vested and will not thereafter be subject to forfeiture, and all
unallocated amounts shall be allocated to the accounts of all participants in
accordance with the Plan provisions. The Company has no plans for terminating
the Plan at this time.
6. Reconciliation to Form 5500:
Net assets available for plan benefits include amounts allocated to terminated
employees of $11,139 at December 31, 1994, and $16,876 at December 31, 1993.
These amounts are recorded as liabilities in the Plan's Form 5500; however,
these amounts are not recorded as liabilities in accordance with generally
accepted accounting principles. The following table reconciles net assets
available for plan benefits per the financial statements to the Form 5500 as
filed by the Plan for the year ended December 31, 1994:
<TABLE>
<CAPTION>
Net Assets Available
Benefit Claims Payable Benefit for Plan Benefits
--------------------- Payments and ------------------------------
Beginning of End of Hardship Beginning of
Year Year Withdrawals Year End of Year
--------- ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Per financial statements $ 0 $ 0 $ 1,437,188 $ 17,088,844 $ 20,694,187
Accrued benefit payments-
Beginning of year 16,876 0 (16,876) (16,876) 0
End of year 0 11,139 11,139 0 (11,139)
---- ------ ------ -------- -------
Per Form 5500 $16,876 $11,139 $ 1,431,451 $ 17,071,968 $ 20,683,048
======= ======= =========== ============ ============
</TABLE>
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
EIN: 23-2119242
Item 27(a) -- Schedule of Assets Held for Investment Purposes
As of December 31, 1994
<TABLE>
<CAPTION>
Investment Description Cost Market Value
--------- ------------
<S> <C> <C>
Fidelity Puritan Fund $ 2,367,388 $ 2,298,956
Fidelity Growth Company Fund 3,106,636 3,137,451
Fidelity Growth and Income Portfolio 3,238,738 3,312,370
Fidelity Asset Manager Fund 729,100 696,687
Fidelity Retirement Government Money Market Portfolio 8,446,708 8,446,708
Fidelity U.S. Equity Index Portfolio 864,916 928,704
Participant loans, interest at 7% to 9.5% 874,780 1,071,908
------- ---------
$19,628,266 $19,892,784
=========== ===========
</TABLE>
Note: The above assets are held by the trustee, Fidelity Management Trust
Company, except for participant loans.
<PAGE>
Exide Electronics Corporation
401(k) Retirement Benefit Plan
EIN: 23-2119242
Item 27(d) -- Schedule of Reportable Transactions
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Number of Purchase Selling
Description of Transaction Transactions Price Price Cost Net Gain/(Loss)
------------ ---------- -------- ------- --------------
<S> <C> <C> <C> <C> <C>
Purchase of Fidelity Puritan Fund 122 $1,092,409 $ 0 0 0
Sale of Fidelity Puritan Fund 73 0 389,936 382,699 7,237
Purchase of Fidelity Growth and Income
Portfolio 125 1,221,995 0 0 0
Sale of Fidelity Growth and Income
Portfolio 72 0 388,394 374,565 13,829
Purchase of Fidelity Growth Company
Fund 124 1,487,762 0 0 0
Sale of Fidelity Growth Company Fund
79 0 806,422 794,671 11,751
Purchase of Fidelity Retirement
Government Money Market Portfolio
127 3,583,186 0 0 0
Sale of Fidelity Retirement Government
Money Market Portfolio 123 0 2,234,992 2,234,992 0
</TABLE>
Notes:
(1) The above transactions represent all reportable transactions in excess
of 5% of the current (market) value of plan assets at the beginning of the
plan year.
(2) Schedules II, III, IV and V, as required under the Employee
Retirement Income Security Act guidelines, are not applicable.
EXHIBIT 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated March 15, 1995 included in this Form 11-K, into the company's
previously filed Registration Statements File No. 33-88466, 33-88324, 33-64818,
33-39310, 33-39311 and 33-35202. It should be noted that we have not audited any
financial statements subsequent to December 31, 1994 or performed any audit
procedures subsequent to the date of our report.
/s/Arthur Andersen LLP
Raleigh, North Carolina
October 20, 1995
