PLYMOUTH RUBBER CO INC
11-K, 1995-12-28
FABRICATED RUBBER PRODUCTS, NEC
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                           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 1034


[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 1-5197

A. Full title of the plan and address of the plan, if different from that of 
   the issurer below:              

     Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and 
     Trust
     

B. Name of issurer of the securities held pursuant to the plan and the address 
   of its principal executive office: 

     Plymouth Rubber Company Inc.  104 Revere Street, Canton, Massachusetts 

<PAGE>               

                         REPORT OF INDEPENDENT ACCOUNTANTS
 
                               
  To The Plan Administrator of Plymouth Rubber Company
  Retirement Savings and Profit Sharing Plan And Trust
  Canton, Massachusetts 02021
  
  We have audited the accompanying statement of net assets available for plan 
  benefits of the Plymouth Rubber Company Retirement Savings and Profit Sharing 
  Plan and Trust as of December 31, 1994, and the related statements of changes 
  in net assets available for plan benefits for the year then ended.  These 
  financial statements are the responsibility of the Plan's management.  Our 
  responsibility is to express an opinion on these financial statements based 
  on our audit.
  
  We conducted our audit 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 signi-
  ficant estimates made by management, as well as evaluating the overall 
  financial statement presentation.  We believe that our audit provides a 
  reasonable basis for our opinion.
  
  In our report dated January 5, 1995, we did not express an opinion on the net 
  assets for plan benefits and related statements of changes in net assets 
  available for plan benefits because of the following reasons: (1) The Plan 
  administrator instructed us not to perform any auditing procedures with 
  respect to the  information provided by State Street Bank & Trust Company, 
  and (2) the Plan's financial statements were prepared on a comprehensive basis
  of accounting other than generally accepted accounting principles.  Accord-
  ingly, our present opinion on the December 31, 1994 financial statements are 
  presented herein, is different from that expressed in our previous report.
  
  In our opinion, the aforementioned financial statements present fairly, in 
  all material respects, the net assets available for the plan benefits of the 
  Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust 
  as of December 31,  1994, and the changes in its net assets available for plan
  benefits for the year than ended, in conformity with generally accepted 
  accounting principles.
  
  
  Morris & Morris, P.C.
  Needham Heights, Massachusetts
  November 27, 1995     

<PAGE>    
            Plymouth Rubber Company Retirement Savings and
                    Profit Sharing Plan and Trust
[CAPTION]
                                
           Statement of Net Assets Available for Plan Benefits
                            December 31, 1994
<TABLE>
                               
                                Assets
  <S>                                                   <C>
                             
  Investments, at Market                                 $ 2,404,853
  Employer Contribution Receivable                           220,675
  Cash and Equivalents                                       552,357
  
     Total Assets                                        $ 3,177,885
  
                Net Assets Available for Plan Benefits
                                
  Net Assets Available for Plan Benefits                 $ 3,177,885
  
  
</TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                               
           The accompanying notes and independent auditors' report 
              are an integral part of the financial statements.
                                
        
        
              Plymouth Rubber Company Retirement Savings and
                     Profit Sharing Plan and Trust 
[CAPTION]
                                
       Statement of Changes in Net Assets Available for Plan Benefits
                       Year Ended December 31, 1994
<TABLE>
  <S>                                                    <C>
                                
  Additions:   
     Employee Contributions and Loan Repayments           $   569,147
     Employer Contributions                                   220,675
     Interest Income                                           44,597
     Dividend Income                                           23,887
     Change in Unrealized Gains on Investments                 16,703
     Proceeds from Surrender of Insurance Policies             15,253 
                                                              890,262
  Deductions:
     Benefits Paid                                        $   269,528
     Administrative Services                                   24,802
     Net Loss Realized upon Disposition of Investments         28,482
     Employee Borrowings                                       63,093
     Employee Transfers                                         2,096
                                                              388,001
  
          Net Additions                                       502,261
  
  Assets Available for Plan Benefits Beginning of Year      2,675,624
  
  Assets Available for Plan Benefits End of Year         $  3,177,885
   
</TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
         The accompanying notes and independent auditors' report 
            are an integral part of the financial statements.
                               

               Plymouth Rubber Company Retirement Savings and
                       Profit Sharing Plan and Trust
[CAPTION]
                                
                           Summary of Investments
                                
  
                            December 31, 1994           December 31, 1993    
                              ERISA                      ERISA     
  [S]                    [C]          [C]             [C]          [C]
                              Value      Market          Value         Market 
  Foreign Government
    Obligations          $   59,616   $   53,511      $   56,631   $   59,616  
  Corporate Bonds 
    and Debentures          321,628      301,060         214,593      217,085
  
  Common Stocks           1,848,528    1,826,662       1,257,111    1,395,015
  
  Party-in-Interest
     Investments            158,378      223,620         111,652      158,378 
                               
          Totals         $2,388,150   $2,404,853      $1,639,987   $1,830,094
[/TABLE]


                    Plymouth Rubber Company Retirement Savings and
                               Profit Sharing Plan and Trust
                               
                                 Details of Investments
                                    December 31, 1994
                                
                                                       ERISA
  Face Value          Company             Due          Value       Market
  
  Foreign Government Obligations
   
  $   5,000        State of Israel
                   5.5% Dollar   
                   Coupon Bonds         03/01/96     $   4,600    $   4,550
  
     50,000        Ontario Prov.  
                   CDA 8%               10/17/01        55,016       48,961
  
                   Totals                            $  59,616    $  53,511    
  

  Corporate Bonds and Debentures
  
  $  50,000        Anheuser Bush Co., Inc.
                   8.75%                07/15/95     $  53,242    $  50,523
  
     50,000        Ford Holdings Co., Inc.
                   9.25%                07/15/97        56,234       51,172
  
     25,000        General Motors Accept. Corp.
                   7.125%               06/01/99        24,706       23,496
  
     50,000        Philip Morris Cos., Inc.
                   8.625%               03/01/99        56,336       50,188
  
                         
     13,098 sh.    Strategic Active Management Bond
                   Fund for Employee Trusts            131,110      125,681
  
                   Totals                            $ 321,628    $ 301,060


                   Plymouth Rubber Company Retirement Savings and
                           Profit Sharing Plan and Trust
                       Details of Investments  (Continued)
                               December 31, 1994
                                 
    Common Stocks                                          ERISA               
       Shares       Company                                 Value       Market
         500        Allied Signal                      $   19,750    $   17,000
         700        American General Corp.                 20,037        19,775
         200        American International Group Inc.      17,550        19,600
         300        American Telephone & Telegraph,  Co.   15,750        15,075
         400        Amsouth Bancorporation                 12,500        10,300
         250        Automatic Data Processing              13,813        14,625
         400        Bristol Myers Squibb Co.               23,420        23,150
         300        Eastman Kodak                          13,500        14,325
         300        Exxon Corp.                            18,068        18,225
         200        First Colony Corporation                5,075         4,475
         450        General Electric Co.                   22,468        22,950
         632        GTE Corporation                        22,120        19,197
         350        Ingersoll Rand                         13,388        11,025
         250        Intel Corporation                      15,500        15,969
         500        May Department Stores                  20,728        16,875
         700        McDonalds Corp.                        20,283        20,475
         450        Merck & Co.                            15,469        17,156
         250        Mobil Corp.                            20,806        21,063
         400        Motorola Inc.                          18,450        23,200
         200        Pepsico, Inc.                           8,175         7,250
         400        Reuters Holdings                       15,800        17,550
         200        Royal Dutch Petroleum                  22,120        21,550
         700        Ryder System                           18,550        15,400
         350        Telefonos De Mexico SA                 24,299        14,350
         345        Texaco, Inc.                           22,339        20,657
         350        Toys R Us                              14,306        10,719
         400        U.S. Healthcare                        15,367        16,500
         250        Union Camp Corporation                 11,906        11,781
         375        V F  Corporation                       17,297        18,234
         250        Warner Lambert                         16.875        19,250
         300        Weyerhaeuser Co.                       13,388        11,250
         600        WMX Technologies                       16,260        15,675
       1,000        Worthington Industries Inc., Co.       22,000        20,000
      18,095        Matrix Stock Fund                   1,065,507     1,066,763
      14,698        Strategic Active Management Stock 
                    Fund for Employee Trusts              215,664       215,273
                         Totals                        $1,848,528     $1826,662 
                         

                    Plymouth Rubber Company Retirement Savings and
                             Profit Sharing Plan and Trust
                          Details of Investments  (Continued)
                               December 31, 1994
                                  
  Party-in-Interest Investments
                                                       ERISA
      Shares        Company                            Value        Market    
      14,621        Plymouth Rubber Co., Inc.
                    Class A                         $   85,898    $  122,450
  
      12,080        Plymouth Rubber Co., Inc.
                    Class B                             72,480       101,170
  
                        Total Party-in-Interest
                           Investments              $  158,378    $  223,620
                                                            
         
  
  
  
                 Plymouth Rubber Company Retirement Savings and
                        Profit Sharing Plan and Trust
                                
                        Notes To Financial Statements
                         Year Ended December 31, 1994
                                
  
  A. Description of the Plan:
       The following description of the Plymouth Rubber Company Retirement 
       Savings and Profit Sharing Plan and Trust (the Plan) is provided for 
       general information purposes only. Participants should refer to the Plan
       Agreement for a more complete description of the Plan's provisions.
  
    1. General Information
          Effective December 1, 1989, Plymouth Rubber Company, Inc.( The 
          Company), as Plan sponsor, amended a trust which embodies a profit-  
          sharing plan for the Company.  The Plan is a defined contribution 
          profit-sharing plan for the exclusive benefit of the employees of the 
          Company and their beneficiaries, enabling participants to save and 
          invest in accordance with the terms of the Plan. The Plan, as amended,
          is stablished under provisions of Sections 401(a) and 401(k) of the 
          Internal Revenue Code and is subject to the provisions of the Employee
          Retirement Income Security Act of 1974 (ERISA), as amended.  
          Participants in the Plan may elect to participate in a tax-deferred 
          savings program offered under the Plan whereby contributions are made 
          through payroll deductions.
    2. Administration
          The Plan is administrated by the Company in accordance with the Plan
          Agreement.   Plan trustees consist of designated Company directors 
          and officers.  The Plan's record keeper is Kimball, Akins & Bigwood.  
          The Plan's assets are held in trust by State Street Bank & Trust 
          Company.  Expenses for record keeping and benefit distributions of 
          the Plan are paid by the Company. 
  
    3. Eligibility
          An employee is eligible to participate in the Plan following the 
          completion of one year of continuous service with a minimum of 1,000 
          hours of service and attainment of age 21.
  
    4. Contributions
          Participants may contribute up to 15% of their annual before-tax 
          compensation as defined in the Plan Agreement.  Before-tax contri-
          butions are limited to the maximum 401(k) contribution permitted by 
          law. Contributions from the Company are discretionary and are limited 
          to the maximum amount deductible under the Internal Revenue Code.

  
                      Plymouth Rubber Company Retirement Savings and
                            Profit Sharing Plan and Trust
                                
                            Notes To Financial Statements
                            Year Ended December 31, 1994    

    5. Vesting
          A participant's vested interest in Company-discretionary contri-
          butions, plus actual earnings thereon, is based upon years of service 
          to the Company as follows:
                                                          Vested 
               Years of Service                         Percentage
              Less than three years                          0%
              3 years but less than 4 years                 10
              4 years but less than 5 years                 20
              5 years or more                              100
     
          A participant is always fully vested in his or her voluntary contri-
          butions and earnings thereon. 
          
    6. Participant Loans
          Participants may bo  rrow amounts not to exceed the lesser of fifty 
          percent (50%) of the participants's vested account balance, or 
          $50,000, reduced by the highest outstanding loan balance during the 
          preceeding twelve (12) months.  Participants may take up two loans in 
          a calendar year but may not have more than one loan outstanding at a 
          time. Repayment terms of loans are determined by each employee, but 
          generally may not exceed sixty (60) months, and bear  a reasonable 
          rate of interest.
  
    7. Distributions
          Distributions are made to participants or their beneficiaries upon 
          death, retirement, disability, termination of employment or financial 
          hardship.  If one of the proceeding events occur and the participants'
          or their beneficiaries' account balance is in excess of certain 
          limitations, they may elect to have the Plan continue to administer 
          their account balance.
  
    8. Plan Amendment and Termination
          The Company plans to continue the Plan without interruption, but 
          reserves the right to terminate or amend the Plan.  In the event that 
          the Company terminates the Plan, there shall be immediate and full 
          vesting for all participants.
          
          
                      Plymouth Rubber Company Retirement Savings and
                             Profit Sharing Plan and Trust
                                
                              Notes To Financial Statements
                              Year Ended December 31, 1994
  
  B  Summary of Significant Account Accounting Policies:
    
     1. Method of Accounting
     The financial statements have been prepared using the accrual basis of 
     accounting.
  
     Purchases and sales of investments securities are reflected on a trade-
     date basis.  Gains or losses on sale of investments are computed upon the 
     difference between net sales proceeds and ERISA value.
  
     Investments at year end are reported at market value (ERISA value).  ERISA
     value for investments is determined by adjusting current year purchases or 
     prior years market value (ERISA value), to market value at the end of the 
     Plan year.   ERISA value is then used as the basis for all transactions 
     for the following year.
  
     In accordance with the policy of stating investments at market value, net  
     unrealized appreciation or depreciation for the year is reflected in the 
     Statement of Changes in Net Assets Available for the Plan Benefits.
  
     2. Investment Valuation
     The value of investments, other than cash and equivalents, was based on the
     closing prices on December 31, 1994 as received from State Street Bank & 
     Trust Company.
  
     3. Income Taxes
     The Plan has received a favorable determination letter from the Internal 
     Revenue Service dated March 27, 1991, with respect to the tax-exempt status
     of the Plan.
  
     C. Contribution Due From Employer
     The Company's Board of Directors voted to make discretionary contributions 
     on behalf of the Company, to the Plan in the amount of $220,675 for the 
     year ended December 31, 1994.
  
     D. Cash and Equivalents
     State Street Bank & Trust Co.           $ 552,357
  
     
                 Plymouth Rubber Company Retirement Savings and
                        Profit Sharing Plan and Trust
                                
                        Notes To Financial Statements
                        Year Ended December 31, 1994
     
     
     E. Net (Losses) Realized Upon Disposition of Investments:
  
                                ERISA           Sales             Gain
                                Value          Proceeds          (Loss)
     Common Stocks            $ 367,932        $ 340,723      $  (27,209)
  
     Corporate Bonds and
      Debentures                 51,273           50,000          (1,273)
  
          Totals              $ 419,205        $ 390,723      $  (28,482)
     
     F. Purchase of Securities (Cost):
  
     Common Stocks                             $ 821,444
  
     Corporate Bonds and Debentures              155,816
  
          Total                                $ 977,260
   

  
  SIGNATURES
  
  The Plan.  Pursuant to the requirement of the Securities Exchange Act of 1934,
  the trustees (or other persons who administer of the employee benefit plan) 
  have duly caused this annual report to be signed on behalf by the undersiged 
  thereunto duly authorized.
  
  
                                     Plymouth Rubber Company Retirement
                                     Savings and Profit Sharing Plan and Trust
  
  
  
  Date November 27, 1995             Duane E. Wheeler                           
                                     Duane E. Wheeler
                                     Trustee
  



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