SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(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 No. 0-14714
A. Full title and address of the plan, if different from that
of the issuer named below:
ASTEC INDUSTRIES, INC. 401(K) RETIREMENT PLAN
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(615) 867-4210
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ASTEC INDUSTRIES, INC.
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(615) 867-4210
REQUIRED INFORMATION
The following financial statements and schedules have been
prepared in accordance with the financial reporting requirements
of the Employee Retirement Income Security Act of 1974, as
amended:
SIGNATURES
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, thereunto duly authorized, in the
City of Chattanooga, State of Tennessee, on June 23, 1995.
ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN
By: /S/ J. Don Brock
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee
<PAGE>
Audited Financial Statements and Schedules
Astec Industries, Inc.
401(k) Retirement Plan
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Schedules
December 31, 1994 and 1993
Contents
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule of Reportable Transactions
Schedule of Assets Held for Investment Purposes
<PAGE>
Report of Independent Auditors
Plan Committee
Astec Industries, Inc. 401(k) Retirement Plan
We have audited the accompanying statements of net assets
available for benefits of Astec Industries, Inc. 401(k) Retirement
Plan (the Plan) as of December 31, 1994 and 1993, and the
related statement of changes in net assets available for benefits for
the year ended December 31, 1994. 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 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 benefits
of the Plan at December 31, 1994 and 1993, and the changes in its
net assets available for benefits 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 financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1994, and of reportable transactions for the year
then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act
of 1974, and are not a required part of the financial statements.
The fund information in the statements of net assets available for
benefits and statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than
to present the net assets available for benefits and changes in net
assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in our audit of the financial statements
and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Chattanooga, Tennessee
June 26, 1995
<PAGE>
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1994 Fund Information
<CAPTION>
Value
Growth Astec
Stable Tactical and Growth Agressive Common
Value Allocation Income Equity Growth Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
Assets
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Note 3) $6,114,880 $1,606,436 $1,928,168 $1,963,513 $2,880,435 $402,900 $14,896,332
Accrued investment income 503 17,007 216,882 342,985 93,202 34 670,613
Cash and cash equivalents 162,994 43,480 54,070 59,295 65,683 18,994 404,516
Participant notes receivable $683,359 683,359
Net Assets $6,278,377 $1,666,923 $2,199,120 $2,365,793 $3,039,320 $421,928 $683,359 $16,654,820
December 31, 1993 Fund Information
Money
Fixed Equity Market
Fund Fund Fund Total
Assets
Investments (Note 3) $10,692,834 $3,056,663 $151,187 $13,900,684
Net Assets $10,692,834 $3,056,663 $151,187 $13,900,684
</TABLE>
[FN]
See accompanying notes.
<PAGE>
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Changes in Net Assets Available
for Benefits, with Fund Information
Year Ended December 31, 1994 Fund Information
<CAPTION>
Stable Tactical Value Growth Growth
Value Allocation and Income Equity
Fund Fund Fund Fund
Additions to net
assets attributed to:
Investments
Net appreciation
(depreciation) of
<CAPTION>
<S> <C> <C> <C> <C>
investments $ 314,583 $ (69,152) $ (306,088) $ (415,287)
Investment income (963) 33,804 249,910 344,289
313,620 (35,348) (56,178) (70,998)
Contributions
Participants 741,620 308,199 431,616 468,654
Employer 203,306 77,533 110,360 124,911
944,926 385,732 541,976 593,565
Total additions 1,258,546 350,384 485,798 522,567
Deductions from net
assets attributed to:
Benefits paid to
participants 313,985 61,093 73,596 27,687
Total deductions 313,985 61,093 73,596 27,687
Net increase prior to
interfund transfers 944,561 289,291 412,202 494,880
Interfund transfers
(net) 5,333,816 1,377,632 1,786,918 1,870,913
Net increase (decrease) 6,278,377 1,666,923 2,199,120 2,365,793
Net assets available for benefits
Beginning of year 0 0 0 0
End of year $ 6,278,377 $ 1,666,923 $ 2,199,120 $2,365,793
See accompanying notes.
Astec
Aggressive Common Money
Growth Stock Loan Fixed Equity Market
Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Investments
Net appreciation
(depreciation) of
investments $ (285,065) $(108,228) $0 $0 $0 $ 0 $(869,237)
94,898 4,441 26,675 (233) 36,189 150 789,160
(190,167) (103,787) 26,675 (233) 36,189 150 (80,077)
Contributions
Participants 587,193 116,836 0 0 0 0 2,654,118
Employer 141,338 30,931 0 0 0 0 688,379
728,531 147,767 0 0 0 0 3,342,497
Total additions 538,364 43,980 26,675 (233) 36,189 150 3,262,420
Deductions from net assets
attributed to:
Benefits paid to
participants 30,284 1,639 0 0 0 0 508,284
Total deductions 30,284 1,639 0 0 0 0 508,284
Net increase prior to
interfund transfers 508,080 42,341 26,675 (233) 36,189 150 2,754,136
Interfund transfers (net) 2,531,240 379,587 656,684 (10,692,601) (3,092,852) (151,337) 0
3,039,320 421,928 683,359 (10,692,834) (3,056,663) (151,187) 2,754,136
Net assets available for
benefits
Beginning of year 0 0 0 10,692,834 3,056,663 151,187 13,900,684
End of year $3,039,320 $421,928 $683,359 $0 $0 $0 $16,654,820
</TABLE>
[FN]
See accompanying notes
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 1995
1. Description of Plan
The following description of the Astec Industries, Inc. 401(k) Retirement
Plan (the Plan) provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-time employees of
Astec Industries, Inc. and its subsidiaries (the Company) who have completed
one year of continuous service and reached age twenty-one. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan is administered by a committee appointed by the
Company.
Contributions
Participant contributions are withheld from each payroll in amounts equal to
a percentage of the participant's compensation as elected by the participant.
The maximum participant contribution for the plan year is the lesser of
$9,240, as indexed by the Internal Revenue Service, or 15% of the
participant's base salary. The Company matches 50% of the participant's
contribution up to 4% of the employee's earnings. The Plan is fully funded by
the Company at the end of each month.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocation of the Company's contributions and Plan earnings. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
Vesting
Participants are immediately vested with respect to their contributions, the
Company's matching contributions, and the earnings thereon.
1. Description of Plan (continued)
Investment Options
During 1994, the Plan was amended to expand investment options from three funds
to six funds. Participants may direct employer and employee contributions into
any of six investment funds.
Stable Value Fund - Funds are invested in shares of a registered investment
company that invests in guaranteed investment contracts (First Stable Value
Fund).
Tactical Allocation Fund - Funds are invested in shares of a registered
investment company that invests in debt and equity securities (Phoenix
Investments Total Return Fund).
Value Growth and Income Fund - Funds are invested in shares of a registered
investment company that invests in equity securities of well-known companies
across a wide range of industries (Massachusetts Investors Trust Fund).
Growth Equity Fund - Funds are invested in shares of a registered investment
company that invests in common stocks of companies with accelerating earnings
and revenues (Twentieth Century Growth Investors Fund).
Aggressive Growth Fund - Funds are invested in shares of a registered
investment company that invests in common stocks of small to medium sized
companies (Twentieth Century Ultra Investors Fund).
Astec Common Stock Fund - Funds are invested in common stock of the Company.
Participants may change their investment options quarterly.
Participant Notes Receivable
During 1994, a loan provision was implemented into the Plan. In accordance
with IRS guidelines, qualified participants can borrow up to 50% of their
vested account balances at a specified interest rate for
a maximum term of five years unless used to purchase a primary residence (where
the term can be increased). Principal and interest are paid
ratably through monthly payroll deductions. Loan transactions are treated as a
transfer from (to) the investment fund to (from) the loan fund.
Payment of Benefits
On termination of service, a participant may receive a lump-sum amount equal to
the vested value of his or her account, or upon death, disability or retirement,
elect to receive a life annuity or monthly, quarterly,
semi-annual or annual installments over a period of time.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared in accordance with generally
accepted accounting principles.
Investments
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year end. Shares
of common stock are valued at quoted market prices. The participant notes
receivable are valued at cost which approximates fair value. The investments in
Hartford Life Insurance Company (Hartford) separate
accounts are valued at their current unit value as contractually determined.
Deposits under the group annuity contract are valued at principal amount plus
accrued interest.
3. Investments
The Plan's investments are summarized in the table below and in the
accompanying schedule. Investments that represent 5% or more of the Plan's net
assets are separately identified.
<TABLE>
December 31, 1994
<CAPTION>
Investments at Fair Value as Determined by Quoted Market Price
Shares of registered investment companies:
<CAPTION>
<S> <C>
First Stable Value Fund, 379,652 shares $6,114,880
Phoenix Investments Total Return Fund, 96,433 shares 1,429,131
Phoenix Investments Balanced Fund, 11,956 shares 177,305
Massachusetts Investors Trust Fund, 191,476 shares 1,928,168
Twentieth Century Growth Investors Fund, 104,777 shares 1,963,513
Twentieth Century Ultra Investors Fund, 144,383 shares 2,880,435
Shares of common stock:
Astec Industries, Inc., 31,600 shares 402,900
14,896,332
Investments at Estimated Fair Value
Participant notes receivable 683,359
Total investments at fair value $ 15,579,691
</TABLE>
<PAGE>
<TABLE>
3. Investments (continued)
December 31, 1993
Investments at Fair Value
<CAPTION>
<S> <C>
Deposit in group annuity contract of Hartford Life Insurance Company $10,692,834
Deposits in separate accounts of Hartford Life Insurance Company:
Equity Fund, 33,831 units 3,056,663
Money Market Fund, 11,743 units 151,187
$13,900,684
4. Administrative Expenses
Administrative expenses of the Plan for 1994 were paid by the Company.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to ERISA requirements. If the
Plan is terminated or contributions permanently discontinued, benefits will be
distributed in accordance with the provisions of the Plan.
6. Income Tax Status
The Internal Revenue Service has ruled that the Plan is a qualified employee
benefit plan under Section 401(a) of the Internal Revenue Code and is,
therefore, not subject to tax under existing income tax laws.
The Plan obtained its latest determination letter on November 2, 1994, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan committee believes that the Plan is
currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they believe
that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
<PAGE>
</TABLE>
<TABLE>
<S> <C> <C> <S>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions
Year Ended December 31, 1994
<CAPTION>
Party Description Type of Purchase Selling Cost of Transaction Net
Involved of Assets Transaction Price Price Asset Date Gain (Loss)
Category (i) - individual transactions in excess of 5% of Plan assets
First Trust
National
<CAPTION>
<S> <C> <C> <C> <C> <C>
Association First Stable Value Fund Purchase $5,519,991 $ 0 $5,519,991 $5,519,991 $ 0
Phoenix
Investments Phoenix Total Return Fund Purchase 1,461,000 0 1,461,000 1,461,000 0
Massachusetts
Financial
Services Massachusetts Investors
Company Trust Fund Purchase 1,893,000 0 1,893,000 1,893,000 0
Twentieth
Century
Investors, Twentieth Century Growth
Inc. Investors Fund Purchase 1,991,000 0 1,991,000 1,991,000 0
Twentieth
Century
Investors, Twentieth Century Ultra
Inc. Investors Fund Purchase 2,630,000 0 2,630,000 2,630,000 0
Hartford Life
Insurance
Company Group Annuity Funds Sale 0 13,936,790 12,988,389 13,936,790 948,401
</TABLE>
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions (continued)
Year Ended December 31, 1994
Current Value
of Asset on
Party Type of Purchase Selling Cost of Transaction Net
Involved Description of Assets Transaction Price Price Asset Date Gain (Loss)
Fidelity Fidelity Institutional
Investments Cash U.S. Government
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Portfolio Purchase $5,532,905 $ 0 $5,532,905 $5,532,905 $ 0
Sale 0 5,520,000 5,520,000 5,520,000 0
Purchase 5,519,990 0 5,519,990 5,519,990 0
Sale 0 5,549,986 5,549,986 5,549,986 0
Purchase 1,895,403 0 1,895,403 1,895,403 0
Sale 0 1,893,000 1,893,000 1,893,000 0
Purchase 1,992,960 0 1,992,960 1,992,960 0
Sale 0 1,991,000 1,991,000 1,991,000 0
Purchase 2,634,053 0 2,634,053 2,634,053 0
Sale 0 2,630,000 2,630,000 2,630,000 0
Category (iii) - series of transactions other than securities transactions
First Trust
National
Association First Stable Value Fund Several purchases 5,968,561 0 5,968,561 5,968,561 0
Several sales 0 168,264 169,061 168,264 (797)
Phoenix
Investments Phoenix Total Return Fund Several Purchases 1,503,615 0 1,503,615 1,503,615 0
Sale 0 9,500 9,579 9,500 (79)
Massachusetts
Financial
Services
Company Massachusetts Investors
Trust Fund Several Purchases 2,304,373 0 2,304,373 2,304,373 0
Several Sales 0 70,117 73,418 70,117 (3,301)
Twentieth
Century
Investors,
Inc. Twentieth Century Growth
Investors Fund Several Purchases 2,444,300 0 2,444,300 2,444,300 0
Several Sales 0 65,500 66,470 65,500 (970)
Twentieth
Century
Investors,
Inc. Twentieth Century Ultra
Investors Fund Several Purchases 3,185,000 0 3,185,000 3,185,000 0
Several Sales 0 19,500 20,023 19,500 (523)
Hartford Life
Insurance
Company Group Annuity Funds Sale 0 13,936,790 12,988,389 13,936,790 948,401
Fidelity
Investment Fidelity Institutional
Cash U.S. Government
Portfolio Several Purchases 24,359,946 0 24,359,946 24,359,946 0
Several Sales 0 24,272,541 24,272,541 24,272,541 0
</TABLE>
[FN]
There were no category (ii) or (iv) reportable transactions during 1994.
<PAGE>
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Assets Held for Investment Purposes
Description of Investment Cost Current
Value
Mutual Funds:
<CAPTION>
<S> <C> <C>
First Stable Value Fund, 379,652 shares $ 5,799,523 $ 6,114,880
Twentieth Century Ultra Investors Fund,
144,383 shares 3,164,977 2,880,435
Twentieth Century Growth Investors Fund,
104,777 shares 2,377,830 1,963,513
Massachusetts Investors Trust Fund,
191,476 shares 2,230,955 1,928,168
Phoenix Investments Total Return Fund,
108,388 shares 1,494,036 1,429,131
Phoenix Investments Balanced Fund,
11,956 shares 179,560 177,305
15,246,881 14,493,432
Common Stocks:
Astec Industries, Inc. Common Stock, 31,600 shares 511,128 402,900
Participant Notes Receivable 683,359 683,359
$16,441,368 $15,579,691
</TABLE>
