June 28, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Astec Industries, Inc. (the "Company")
Annual Report on form 11-K, Commission File No. 0-14714
Ladies and Gentlemen:
The Company hereby is filing by electronic transmission with the
Commission, pursuant to the Securities Exchange Act of 1934, the
Company's Annual Report of Form 11-K for the 401(k) Retirement Plan for
the fiscal year ended December 31, 1995, including exhibits.
Finally, pursuant to the Company's Nasdaq Market System Listing
Agreement, by copy of this letter, we are delivering one manually executed
and two conformed copies of the Form 11-K, including exhibits, to the
National Association of Securities Dealers, Inc.
If you have any questions concerning the foregoing materials,
please call the undersigned at 423-867-4210.
Sincerely,
/s/ Kimberly R. Greene
Kimberly R. Greene
Assistant Controller
<PAGE>
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, 1995
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
(423) 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
(423) 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:
<PAGE>
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 28, 1996.
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, 1995 and 1994 with Report of Independent Auditors
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Schedules
December 31, 1995 and 1994
Contents Page
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Benefits, with Fund Information
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Schedules
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, 1995 and 1994, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in its net assets available for
benefits for the year ended December 31, 1995, 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, 1995,
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 and is not a required part of the financial statements. 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 25, 1996
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1995 Fund Information
<CAPTION>
Value
Growth Astec
Stable Tactical and Growth Aggressive 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> <S> <C>
Investments (Note 3) $7,574,510 $2,165,317 $3,438,090 $3,307,602 $4,831,124 $379,852 - $21,696,495
Accrued investment
income - - - - - 248 - 248
Cash and cash
equivalents 7,844 201 958 357 1,225 67,658 - 78,243
Participant notes
receivable - - - - - - 1,198,912 1,198,912
Net Assets $7,582,354 $2,165,518 $3,439,048 $3,307,959 $4,832,349 $ 447,758 $1,198,912 $22,973,898
</TABLE>
<TABLE>
December 31, 1994 Fund Information
<CAPTION>
Value
Growth Astec
Stable Tactical and Growth Aggressive 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> <S> <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
</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, 1995 Fund Information
<CAPTION>
Tactical Value Growth Growth Aggressive Astec
Stable Value Allocation and Income Equity Growth Common Loan
Fund Fund Fund Fund Fund Stock Fund Fund Total
Additions to net
assets attributed to:
Investments
Net realized and
unrealized
appreciation
(depreciation) of
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
investments $419,921 $247,687 $850,281 $482,376 $1,189,077 $(105,163) $- $3,084,179
Investment
income 3,880 44,013 55,607 10,063 293 (1,759) 70,192 182,289
423,801 291,700 905,888 492,439 1,189,370 (106,922) 70,192 3,266,468
Contributions
Participants 974,575 287,457 408,068 565,116 596,686 150,725 - 2,982,627
Employer 247,071 72,061 109,041 129,602 147,920 32,312 - 738,007
1,221,646 359,518 517,109 694,718 744,606 183,037 - 3,720,634
Total
additions 1,645,447 651,218 1,422,997 1,187,157 1,933,976 76,115 70,192 6,987,102
Deductions from net
assets attributed to:
Benefits
paid to
participants 393,901 44,442 37,724 110,268 64,029 17,660 - 668,024
Total
deductions 393,901 44,442 37,724 110,268 64,029 17,660 - 668,024
Net increase
prior to interfund
transfers 1,251,546 606,776 1,385,273 1,076,889 1,869,947 58,455 70,192 6,319,078
Interfund
transfers (net) 52,431 (108,181) (145,345) (134,723) (76,918) (32,625) 445,361 -
Net increase 1,303,977 498,595 1,239,928 942,166 1,793,029 25,830 515,553 6,319,078
Net assets available
for benefits
Beginning of
year 6,278,377 1,666,923 2,199,120 2,365,793 3,039,320 421,928 683,359 16,654,820
End of year $7,582,354 $2,165,518 $3,439,048 $3,307,959 $4,832,349 $447,758 $1,198,912 $22,973,898
</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.
1. Description of Plan (continued)
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.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
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.
December 31
1995 1994
Investments at Fair Value as Determined by
Quoted Market Price
Shares of registered investment companies:
First Stable Value Fund, 442,954 and
379,652 shares $7,574,510 $6,114,880
Phoenix Investments Total Return Fund, 135,502
and 96,433 shares 2,165,317 1,429,131
Phoenix Investments Balanced Fund, 11,956 shares - 177,305
Massachusetts Investors Trust Fund, 270,503 and
191,476 shares 3,438,090 1,928,168
Twentieth Century Growth Investors Fund, 170,583
and 104,777 shares 3,307,602 1,963,513
Twentieth Century Ultra Investors Fund, 185,030
and 144,383 shares 4,831,124 2,880,435
Shares of common stock:
Astec Industries, Inc., 38,466 and
31,600 shares 379,852 402,900
21,696,495 14,896,332
Investments at Estimated Fair Value
Participant notes receivable 1,198,912 683,359
Total investments at fair value $22,895,407 $15,579,691
4. Administrative Expenses
Administrative expenses of the Plan for 1995 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 qualified
under Section 401(a) of the Internal Revenue Code and the related trust 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 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>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions
Year Ended December 31, 1995
Current Value
of Asset on
Party Description of Type of Purchase Selling Cost of Transaction Net
Involved Assets Transaction Price Price Asset Date Gain (Loss)
Category (iii) - series of securities transactions
<CAPTION>
First Trust
National Several
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
First Stable
Association Value Fund Purchases $2,212,969 $- $2,212,969 $2,212,969 $-
Several Sales - 1,173,259 1,090,826 1,173,259 82,433
Phoenix Phoenix Total
Investments Return Fund Several
Purchases 828,391 - 828,391 828,391 -
Several Salse - 332,026 204,232 332,026 127,794
Massachusetts
Financial
Services Massachusetts
Company Investors Trust Several
Fund Purchases 1,400,029 - 1,400,029 1,400,029 -
Several Sales - 740,350 500,758 740,350 239,592
Twentieth
Century
Investors, Twentieth Century
Inc. Growth Investors Several 1,747,079 - 1,747,079 1,747,079 -
Fund Purchases
Several Sales - 885,366 410,306 885,366 475,060
Twentieth
Century
Investors, Twentieth Century
Inc. Ultra Investors Several
Fund Purchases 1,339,750 - 1,339,750 1,339,750 -
Several Sales - 578,138 345,927 578,138 232,211
Fidelity Fidelity
Investments Institutional Cash
U.S. Government Several
Portfolio Purchases 1,879,824 - 1,879,824 1,879,824 -
Several Sales - 1,967,234 1,967,234 1,967,234 -
</TABLE>
[FN]
There were no category (i), (ii) or (iv) reportable transactions during 1995.
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Assets Held for Investment Purposes
Current
Description of Investment Cost Value
Mutual Funds:
First Stable Value Fund, 442,954 shares $6,921,666 $7,574,510
Twentieth Century Ultra Investors Fund,
185,030 shares 4,281,275 4,831,124
Twentieth Century Growth Investors Fund,
170,583 shares 3,466,972 3,307,602
Massachusetts Investors Trust Fund,
270,503 shares 3,091,955 3,438,090
Phoenix Investments Total Return Fund,
135,502 shares 2,139,199 2,165,317
19,901,067 21,316,643
Common Stocks:
Astec Industries, Inc. Common Stock,
38,466 shares 593,051 379,852
Participant Notes Receivable 1,198,912 1,198,912
$21,693,030 $22,895,407
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-61461) pertaining to the Astec Industries, Inc. 401(k)
Retirement Plan (the "Plan") of our report dated June 25, 1996, with respect
to the financial statements and schedules of the Astec Industries, Inc. 401(k)
Retirement Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chattanooga, Tennessee
June 28, 1996
