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
{ X } ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended November 27, 1998
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 issuer below:
Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust
B. Name of issuer 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 02021
<PAGE>
REPORT OF INDENPENDENT ACCOUNTANTS
TO THE 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, 1998, and the related
statement 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 audits.
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 significant 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 opinion, the aforementioned financial statements present
fairly, in all material respects, the net assets available for plan benefits
of the Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and
Trust as of December 31, 1998, and the changes in its net assets available
for plan benefits for the year then ended, in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental material is
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 of the Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental material has been subjected to the auditing procedures applied
in the audit 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/Morris & Morris, P.C.
Morris & Morris, P.C.
Needham Heights, Massachusetts
May 20, 1999
1
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998
ASSETS
Investments, at Market $ 8,191,614
Contributions Receivable 274,162
Cash and Equivalents 1,633,264
----------
TOTAL ASSETS $ 10,099,040
==========
NET ASSETS AVAILABLE FOR PLAN BENEFITS
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 10,099,040
==========
The accompanying notes and independent auditors' report
are an integral part of the financial statements.
2
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1998
ADDITIONS:
Transfer of Employee Directed Funds $ 7,551,456
Employee Rollover 82,719
Participant Contributions 1,037,955
Employer Contributions 274,162
Dividend Income 976,896
Interest Income 42,990
Net Realized Gain Upon Disposition of Investments 36,789
Change in Unrealized Gain on Investments 483,326
----------
10,486,293
----------
DEDUCTIONS:
Benefits Paid 382,903
Investment Fees 4,350
----------
387,253
----------
Net Additions 10,099,040
ASSETS AVAILABLE FOR PLAN BENEFITS, Beginning of Year -
----------
ASSETS AVAILABLE FOR PLAN BENEFITS, End of Year $ 10,099,040
==========
The accompanying notes and independent auditors' report
are an integral part of the financial statements.
3
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1998
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 January 1, 1998, Plymouth Rubber Company, Inc. (the Company), as
Plan sponsor, adopted the State Street Solutions Prototype Defined
Contribution Plan as its plan. 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 is established under provisions of
Section 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.
At January 1, 1998, Employee Directed Funds were transferred from Plymouth
Rubber Company Profit Sharing Plan and Trust (F.K.A. Plymouth Rubber
Retirement Savings and Profit Sharing Plan and Trust).
2. Administration
The Plan is administered by the Company in accordance with the Plan
Agreement. Trustees consist of designated Company directors and officers.
The Plan's recordkeeper is State Street Global Advisors. The Plan's assets
are held in trust by State Street Global Advisors. Expenses for
recordkeeping and benefit distributions of the Plan are paid by the Company.
4
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1998
A. DESCRIPTION OF THE PLAN: (Continued)
3. Eligibility
An employee is eligible to participate in the compensation deferral
contribution arrangement upon the completion of one-half year of continuous
service and attainment of age 21.
An employee is eligible to receive a matching employer contribution under the
plan upon 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 contributions 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.
5. Vesting
A participant's vested interest in Company-discretionary contributions, 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 contributions
and earnings thereon.
5
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1998
A. DESCRIPTION OF THE PLAN: (Continued)
6. Participant Loans
Participants may borrow amounts not to exceed the lesser of fifty percent
(50%) of the participant's vested account balance, or $50,000 reduced by the
highest outstanding loan balance during the preceding twelve (12) months.
Participants may take up to two loans in a calendar year, but may not have
more than one loan outstanding at a time. Repayment terms of the loans are
determined by each employee, but generally may not exceed sixty (60) months,
and must 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 preceding 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 intends 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.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. Method of Accounting
The financial statements have been prepared using the accrual basis of
accounting.
Purchases and sales of investments are reflected on a trade-date basis. Gain
or loss on sales of investments is computed based upon the difference between
net sales price and cost.
6
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1998
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)
1. Method of Accounting (Continued)
In accordance with the policy of stating investments at market value, net
unrealized gain or loss on investments for the year is reflected in the
Statement of Changes in Net Assets Available for Plan Benefits.
2. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
3. Investment Valuation
The value of investments, other than cash and equivalents, is based on the
closing price on December 31, 1998, as received from the State Street Global
Advisors.
4. Income Taxes
The Plan's Prototype (non-standardized) has received a favorable
determination letter from the Internal Revenue Service dated December 9,
1996, 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 $274,162 for the year
ended December 31, 1998.
D. CASH AND EQUIVALENTS:
State Street Bank & Trust Company $ 1,633,264
=========
7
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1998
E. PARTICIPANT NOTES RECEIVABLE:
Balance, Beginning of Year $ -
Transfer of Loan Balance 379,600
Plus: Loans Issued 489,453
Less: Loan Repayments (302,981)
---------
Balance, End of Year $ 566,072
=========
Interest earned on employee fund loans amount to $42,990 for the year ended
December 31, 1998, and is included in interest income.
F. NET GAINS (LOSSES) REALIZED UPON DISPOSITION OF INVESTMENTS:
Sale Gain
Cost Proceeds (Loss)
--------- --------- --------
Year Ended December 31, 1998
Common Stocks and Mutual Funds $ 2,726,262 $ 2,763,441 $ 37,179
Party-in Interest Investments 2,761 2,371 (390)
--------- --------- --------
TOTALS $ 2,729,023 $ 2,765,812 $ 36,789
========= ========= ========
G. PURCHASES OF SECURITIES (COST):
Common Stocks and Mutual Funds $ 3,967,104
Party in Interest Investments 104,718
---------
TOTALS $ 4,071,822
=========
8
<PAGE>
SUPPLEMENTAL MATERIAL
9
<PAGE>
<TABLE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1998
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
MONEY MKT INTERMEDIATE GROWTH & MATRIX PRC A
FUND FUND INCOME FUND EQUITY FUND STOCK FUND
---------- ------------ ---------- ---------- ------------
ASSETS
<S> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Common Stocks & Mutual Funds $ - $ 426,074 $ 2,330,700 $ 4,758,392 $ -
Plymouth Rubber Company Stock - - - - 72,279
Participant Notes Receivable - - - - -
---------- ------------ ---------- ---------- ------------
Total Investments - 426,074 2,330,700 4,758,392 72,279
---------- ------------ ---------- ---------- ------------
RECEIVABLES:
Employer's Contribution - - - - -
Participant's Contribution - - - - -
---------- ------------ ---------- ---------- ------------
Total Receivables - - - - -
---------- ------------ ---------- ---------- ------------
CASH 1,633,264 - - - -
---------- ------------ ---------- ---------- ------------
Total Assets 1,633,264 426,074 2,330,700 4,758,392 72,279
---------- ------------ ---------- ---------- ------------
LIABILITIES
LIABILITIES - - - - -
---------- ------------ ---------- ---------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,633,264 $ 426,074 $ 2,330,700 $ 4,758,392 $ 72,279
========== ============ ========== ========== ============
</TABLE>
Continued
<TABLE>
PLYMOUTH RUBBER COMPANY
RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1998
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------
PARTICIPANT
PRC B NOTES
STOCK FUND RECEIVABLE OTHER TOTAL
---------- ------------ ---------- ----------
ASSETS
<S> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Common Stocks & Mutual Funds $ - $ - $ - $ 7,515,166
Plymouth Rubber Company Stock 38,097 - - 110,376
Participant Notes Receivable - 566,072 - 566,072
------------ ----------- ---------- ------------
Total Investments 38,097 566,072 - 8,191,614
------------ ----------- ---------- ------------
RECEIVABLES:
Employer's Contribution - - 274,162 274,162
Participant's Contribution - - - -
------------ ----------- ---------- ------------
Total Receivables - - 274,162 274,162
------------ ----------- ---------- ------------
CASH - - - 1,633,264
------------ ----------- ---------- ------------
Total Assets 38,097 566,072 274,162 10,099,040
------------ ----------- ---------- ------------
LIABILITIES
LIABILITIES - - - -
------------ ----------- ---------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 38,097 $ 566,072 $ 274,162 $ 10,099,040
============ ============ =========== ===========
</TABLE>
10
<PAGE>
<TABLE>
PLYMOUTH RUBBER COMPANY
RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
Year Ended December 31, 1998
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------
MONEY MKT INTERMEDIATE GROWTH & MATRIX PRC A
FUND FUND INCOME FUND EQUITY FUND STOCK FUND
--------- --------- ----------- --------- ---------
ADDITIONS
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net Unrealized Appreciation in Fair
value of Investments $ - $ 49 $ 292,657 $ 198,647 $ (3,400)
Net Realized Gain on Sale of Investments - 324 46,739 (9,883) (387)
Dividends 60,893 27,026 213,431 675,546 -
Interest - - - - -
Employee Rollover 57,357 - - 318 11,470
--------- --------- --------- --------- ---------
Total Investment Income 118,250 27,399 552,827 864,628 7,683
--------- --------- --------- --------- ---------
CONTRIBUTIONS:
Transfer of Employee Directed Funds 1,032,570 277,763 1,416,343 4,088,863 16,390
Participants' 113,795 52,457 265,252 587,426 18,362
Employer's - - - - -
--------- --------- --------- --------- ---------
Total Contributions 1,146,365 330,220 1,681,595 4,676,289 34,752
--------- --------- --------- --------- ---------
Total Additions 1,264,615 357,619 2,234,422 5,540,917 42,435
--------- --------- --------- --------- ---------
DEDUCTIONS
BENEFITS PAID TO PARTICIPANTS 117,043 5,693 83,164 161,959 2,266
INVESTMENT FEES 998 220 756 2,376 -
--------- --------- --------- --------- ---------
Total Deductions 118,041 5,913 83,920 164,335 2,266
--------- --------- --------- --------- ---------
INTERFUND TRANSFERS 486,690 74,368 180,198 (618,190) 32,110
--------- --------- --------- --------- ---------
Net Increase (Decrease) 1,633,264 426,074 2,330,700 4,758,392 72,279
--------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR - - - - -
--------- --------- --------- --------- ---------
END OF YEAR $ 1,633,264 $ 426,074 $ 2,330,700 $ 4,758,392 $ 72,279
========= ========= ========= ========= =========
</TABLE>
Continued
<TABLE>
PLYMOUTH RUBBER COMPANY
RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
Year Ended December 31, 1998
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------
PARTICIPANT
PRC B NOTES
STOCK FUND RECEIVABLE OTHER TOTAL
--------- --------- ----------- ---------
ADDITIONS
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Net Unrealized Appreciation in Fair
value of Investments $ (4,627) $ - $ - $ 483,326
Net Realized Gain on Sale of Investments (4) - - 36,789
Dividends - - - 976,896
Interest - 42,990 - 42,990
Employee Rollover 13,574 - - 82,719
--------- --------- --------- ---------
Total Investment Income 8,943 42,990 - 1,622,720
--------- --------- --------- ---------
CONTRIBUTIONS:
Transfer of Employee Directed Funds 58 379,600 339,869 7,551,456
Participants' 663 - - 1,037,955
Employer's - - 274,162 274,162
--------- --------- --------- ---------
Total Contributions 721 379,600 614,031 8,863,573
--------- --------- --------- ---------
Total Additions 9,664 422,590 614,031 10,486,293
--------- --------- --------- ----------
DEDUCTIONS
BENEFITS PAID TO PARTICIPANTS 7 12,771 - 382,903
INVESTMENT FEES - - - 4,350
--------- --------- --------- ---------
Total Deductions 7 12,771 - 387,253
--------- --------- --------- ---------
INTERFUND TRANSFERS 28,440 156,253 (339,869) -
--------- --------- --------- ---------
Net Increase (Decrease) 38,097 566,072 274,162 10,099,040
--------- --------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR - - - -
--------- --------- --------- ----------
END OF YEAR $ 38,097 $ 566,072 $ 274,162 $ 10,099,040
========= ========= ========= ==========
</TABLE>
11
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
Shares Company Cost Market
------ ------- ---- ------
INTERMEDIATE FUND
43,388 Intermediate Fund $ 423,376 $ 426,074
GROWTH & INCOME
108,962 Growth and Income Fund 2,011,373 2,330,700
MATRIX EQUITY FUND
282,733 Matrix Equity Fund 4,748,941 4,758,392
--------- ---------
TOTAL MUTUAL FUNDS $ 7,183,690 $ 7,515,166
========= =========
12
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
December 31, 1998
Shares Company Cost Market
------ ------- ---- ------
PARTY-IN-INTEREST INVESTMENTS
Profit Sharing Fund
PRC A Stock Fund
11,565 Plymouth Rubber Co., Inc. -
Class A $ 79,128 $ 72,279
======== =========
PRC B Stock Fund
6,220 Plymouth Rubber Co., Inc. -
Class B $ 42,774 $ 38,097
======== =========
13
<PAGE>
PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
December 31, 1998
Face Value Company Due Cost Market
---------- ------- --- ---- ------
PARTICIPANTS NOTES RECEIVABLES
Participants Notes Receivable $ - $ 566,072
======== =========
14
<PAGE>
THE PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1998
PURCHASE PROCEEDS
DESCRIPTION PRICE FROM SALE
----------- -------- ---------
(iii) Series of Transactions Greater
Than 5% of Net Assets Available
for Benefits at the Beginning
of the Plan Year*
Money Market $ 1,521,193 $ 920,499
Growth and Income Fund 1,228,317 653,357
Matrix Equity Fund 2,371,673 1,890,907
There were no type (i), (ii) or (iv) reportable transactions for the year
ended December 31, 1998.
*At December 31, 1998 transactions greater than 5% of Net Assets Available at
the beginning of the plan year is based upon net assets available transferred
to the Plan on January 1, 1998.
15
<PAGE>
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 undersigned
thereunto duly authorized.
Plymouth Rubber Company Retirement
Savings and Profit Sharing Plan and Trust
Date: June 28, 1999 /s/ Joseph J. Berns
Joseph J. Berns
Plan Administrator
16
