SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
C/O BALDWIN TECHNOLOGY CORPORATION
401 SHIPPAN AVENUE
STAMFORD, CT 06904
NAME OF ISSUER OF THE SECURITIES HELD PURSUANT
TO THE PLAN AND THE ADDRESS OF ITS PRINCIPLE EXECUTIVE OFFICE:
BALDWIN TECHNOLOGY COMPANY, INC.
65 ROWAYTON AVENUE
ROWAYTON, CT 06853
<PAGE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
INDEX
Page
Report of Independent Accountants 2
Statement of Financial Condition at
September 30, 1993 3
September 30, 1992 4
Statement of Income and Changes in Plan Equity
For the Fiscal Year Ended September 30, 1993 5
For the Fiscal Year Ended September 30, 1992 6
For the Fiscal Year Ended September 30, 1991 7
Statement of Investments at
September 30, 1993 8
September 30, 1992 9
Notes to Financial Statements 10
Signatures 16
Exhibit #1 - Consent of Price Waterhouse (filed herewith)
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of the Baldwin
Technology Profit Sharing and Savings Plan
In our opinion, the accompanying financial statements listed in
the index on page 1 present fairly, in all material respects, the
financial position of the Baldwin Technology Profit Sharing and
Savings Plan at September 30, 1993 and 1992, and the changes in
its financial position for each of the three years in the period
ended September 30, 1993, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan Administrator; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
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, assessing the accounting principles used
and significant estimates made by the Plan Administrator, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE
Stamford, Connecticut
December 23, 1993
2
<PAGE>
<TABLE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
SEPTEMBER 30, 1993
<CAPTION>
SAVINGS
PLAN STOCK
FIXED INCOME EQUITY STOCK BONUS
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Assets:
Investments at market value:
Guaranteed income securities $ 8,552,673 $ $ $ $ 8,552,673
Baldwin Technology Company, Inc.
Class A common stock 260,093 2,880 262,973
Common stock
Temporary investments 5,259,463 4,353 1,869 4 5,265,689
Interest and dividend receivable 91,967 91,967
13,904,103 4,353 261,962 2,884 14,173,302
Contributions receivable 452,521 73,510 35,489 561,520
Cash 9 2,124,217 2,124,226
Total assets 14,356,633 2,202,080 297,451 2,884 16,859,048
Liabilities:
Distribution payable 376,021 4,728 47 380,796
Total liabilities 376,021 4,728 47 380,796
Net assets representing
participants equity $13,980,612 $2,202,080 $292,723 $2,837 $16,478,252
<FN>
See Accompanying Notes
</TABLE>
3
<PAGE>
<TABLE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
SEPTEMBER 30, 1992
<CAPTION>
SAVINGS
PLAN STOCK
FIXED INCOME EQUITY STOCK BONUS
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Assets:
Investments at market value:
Guaranteed income securities $12,553,143 $12,553,143
Baldwin Technology Company, Inc.
Class A common stock 200,115 2,685 202,800
Common stock 1,561,511 1,561,511
Temporary investments 26,324 875 1 27,200
Interest and dividend receivable 120,337 120,337
12,699,804 1,561,511 200,990 2,686 14,464,991
Contributions receivable 324,064 27,320 21,587 372,971
Cash 7 36 10 53
Total assets 13,023,875 1,588,867 222,587 2,686 14,838,015
Liabilities:
Distribution payable 234,236 63,179 3,079 89 300,583
Total liabilities 234,236 63,179 3,079 89 300,583
Net assets representing
Participant's equity $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432
<FN> See Accompanying Notes
</TABLE>
4
<PAGE>
<TABLE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
<CAPTION>
SAVINGS
PLAN STOCK
FIXED INCOME EQUITY STOCK BONUS
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Net assets at September 30, 1992 $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432
Add:
Company contributions 452,520 73,512 35,489 41 561,562
Participant's contributions 696,071 126,011 64,231 886,313
Interest 1,110,684 10 51 1,110,745
Dividends 7,473 18,448 25,921
Net realized gain (loss) on sales of
investments 859,262 (33,706) (72) 825,484
Net change in unrealized gain (loss)
on investments- (420,694) 67,492 550 (352,652)
Other 41,682 5,660 (1,064) 46,278
Transfer among accounts (8,480) 44,002 (35,522)
15,089,589 2,231,899 316,479 3,116 17,641,083
Less:-
Distributions:
Benefit payments 1,108,977 14,698 23,116 274 1,147,065
Expenses 15,121 640 5 15,766
1,108,977 29,819 23,756 279 1,162,831
Net assets at September 30, 1993 $13,980,612 $2,202,080 $292,723 $2,837 $16,478,252
<FN> See Accompanying Notes
</TABLE>
5
<PAGE>
<TABLE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1992
<CAPTION>
SAVINGS
PLAN STOCK
FIXED INCOME EQUITY STOCK BONUS
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Net assets at September 30, 1991 $13,539,485 $1,136,880 $399,084 $5,240 $15,080,689
Add:
Company contributions 324,064 27,320 21,588 74 373,046
Participant's contributions 711,560 92,444 77,106 881,110
Interest 1,172,203 87 95 4 1,172,389
Dividends 15,613 307 15,920
Net realized gain (loss) on sales of
investments
114,061 (50,831) 93 63,323
Net change in unrealized gain (loss)
on investments (157,124)(131,092)(2,176) (290,392)
Other 85 85
Transfer among accounts (672,647) 693,612 (20,965)
15,074,750 1,922,893 295,292 3,235 17,296,170
Less:-
Distributions:
Benefit payments 2,285,084 386,273 75,780 638 2,747,775
Expenses 27 10,932 4 10,963
2,285,111 397,205 75,784 638 2,758,738
Net assets at September 30, 1992 $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432
<FN> See Accompanying Notes
</TABLE>
6
<PAGE>
<TABLE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991
<CAPTION>
SAVINGS
PLAN STOCK
FIXED INCOME EQUITY STOCK BONUS
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Net assets at September 30, 1990 $14,112,554 $ 998,646 $318,486 $6,751 $15,436,437
Add:
Company contributions 169,045 12,283 6,644 315 188,287
Participants contributions 715,050 90,435 91,878 897,363
Interest 1,202,205 3,214 518 1 1,205,938
Dividends 12,221 3,725 61 16,007
Net realized gain (loss) on sales of
investments 129,045 (86,903) 277 42,419
Net change in unrealized gain (loss)
on investments 314,395 44,931 (1,249) 358,077
Other 764 764
Transfer among accounts 165,372 (226,318) 60,946
16,364,990 1,333,921 440,225 6,156 18,145,292
Less:-
Distributions:
Benefit payments 2,825,505 187,972 41,140 916 3,055,533
Expenses 9,069 1 9,070
2,825,505 197,041 41,141 916 3,064,603
Net assets at September 30, 1991 $13,539,485 $1,136,880 $399,084 $5,240 $15,080,689
<FN> See Accompanying Notes
</TABLE>
7<PAGE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF INVESTMENTS
SEPTEMBER 30, 1993
APPROXIMATE
SHARES OR MARKET
UNITS COST VALUE
Fixed Income Fund
Equitable Life Assurance #3329
Branch 9, Part 9
9.2% Maturing August 31, 1994 2,417,350 $2,417,350 $2,417,350
Equitable Life Assurance #3329
Branch 11 Part 11
9.0% Maturing August 30, 1995 6,135,324 6,135,323 6,135,323
8,552,673 8,552,673
Fleet Bank N.A.
Short Term Investment Fund 21,104 21,104 21,104
Merrill Lynch CMA
Treasury Fund 5,238,358 5,238,359 5,238,359
5,259,463 5,259,463
Savings Plan Equity Fund
Fleet Bank N.A.
Short Term Investment Fund 4,371 4,371 4,353
Stock Fund
Baldwin Technology Company, Inc.
Class A Common Stock 58,606 343,586 260,093
Fleet Bank N.A.
Short Term Investment Fund 1,869 1,869 1,869
Stock Bonus Fund
Baldwin Technology Company, Inc.
Class A Common Stock 649 2,658 2,880
Fleet Bank N.A.
Short Term Investment Fund 4 4 4
8<PAGE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF INVESTMENTS
SEPTEMBER 30, 1992
APPROXIMATE
SHARES OR MARKET
UNITS COST VALUE
Fixed Income Fund
Equitable Life Assurance #3329
Branch 8, Part 8
9.2% Maturing August 31, 1993 4,550,305 $4,550,305 $4,550,305
Equitable Life Assurance #3329
Branch 9 Part 9
9.0% Maturing August 30, 1994 2,213,690 2,213,690 2,213,690
Equitable Life Assurance #3329
Branch 11, Park 11
9.0% Maturing August 30, 1995 5,789,147 5,789,148 5,789,148
12,553,143 12,553,143
Merrill Lynch CMA
Treasury Fund 26,324 26,324 26,324
Savings Plan Equity Fund
Equitable Capital Management
Common Stock Fund 26,279 1,140,835 1,561,511
Stock Fund
Baldwin Technology Company, Inc.
Class A Common Stock 53,364 351,100 200,115
Fleet Bank N.A.
Short Term Investment Fund 875 875 875
Stock Bonus Fund
Baldwin Technology Company, Inc.
Class A Common Stock 716 3,013 2,685
Fleet Bank N.A.
Short Term Investment Fund 1 1 1
9<PAGE>
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies
followed by the Baldwin Technology Profit Sharing and Savings
Plan (the Plan) in the preparation of its financial statements:
a. Security Valuation
Common stocks included in the Savings Plan Equity Fund,
Stock Fund and Stock Bonus Fund are valued at the last sales
price of the last business day of the Plan year, as reported
by The Wall Street Journal as "Composite Transactions" on
the applicable stock exchanges.
b. Investment Income
Interest and dividend income are recorded on the accrual
basis.
c. Administration
The plan is administered by a committee (the Committee)
appointed by the Board of Directors of Baldwin Technology
Corporation.
d. Administrative Expenses
All administrative expenses of the Plan are paid by Baldwin
Technology Corporation, (the Company), except for Savings
Plan Equity Fund asset management fees, which are paid by
that fund.
NOTE 2 - DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan and is available to
substantially all employees of the Company. Under the Plan,
participating employees must make a Basic Contribution of 3% of
their compensation (up to $40,000) and may make an Additional
Elective Contribution of up to 25% of their compensation, on both
a tax-deferred and taxable basis into one or a combination of
four funds (without regard to the $40,000 cap) which purchase
common stock of the Company, shares of a pooled separate common
stock fund, guaranteed investment contracts with an insurance
company or units in the Merrill Lynch Cash Management Account
that invests in treasury notes. For each employee participating
in the Plan, the employer may contribute an amount as the Board
of Directors in its absolute discretion may determine. The
Company, at the discretion of the Board of Directors, may also
10
make stock bonus contributions to the Plan in such amounts as it
may determine, either in the form of shares of the Company's
Class A Common Stock or in cash to be used to purchase such
stock. Stock Bonus contributions are allocated among all active
participants on a pro rata basis. Pursuant to the Tax Reform Act
of 1986, the maximum tax-deferred contribution an employee may
make this year is $8,994.
Participants shall, at all times, be fully vested in the current
value of their contributions and stock bonus contributions and
become vested in employer contributions, based upon their years
of vesting service, as shown below:
Years of Vested
Vesting Service Percentage
Less than 3 years 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
Employees who are age 55 or older, or who become disabled or die
while employed, are automatically 100% vested in the valued of
the company contributions credited to their accounts.
NOTE 3 - INVESTMENT OF FUNDS
Participant contributions are paid every week to the Trustee by
the Company.
1. The company Stock Fund contributions are invested solely in
Baldwin Technology Company, Inc. Class A Common Stock.
2. The Fixed Income Fund contributions are invested in
accordance with contracts with Equitable Life Assurance
Society of the United States and are guaranteed an interest
rate through August 31, 1995 of not less that 9.0%.
Contributions to the Merrill Lynch Cash Management Account
invest in treasury notes with an effective yield at
September 30, 1993 of 2.44%.
3. The Savings Plan Equity Fund contributions are invested
primarily in common stocks, debentures, convertible
preferred stock, or similar equity instruments.
At September 30, 1993, the number of active employees
participating under the Fixed Income, Equity, and Stock Bonus
Funds were 263, 109, 78, and 218 respectively.
11
NOTE 4 - DISTRIBUTIONS AND FORFEITURES
Distributions from the Plan at termination of employment will be
made in the form of a single lump-sum distribution consisting of
the cash value of the participant's interests in the Fixed
Income, Savings Plan Equity and Stock Funds. The amount of the
distribution attributable to the participant's stock bonus
account shall be distributed in the form of shares of Baldwin
Stock. Not withstanding the foregoing, a participant may request
to receive benefits in a form other than as above and the Plan
Administrator may make available an alternative form of
distribution.
Upon a participant's termination of employment by reason of
retirement, total and permanent disability or death, the entire
balance of the participant's account determined as of the
Valuation Date coinciding with or next following the date of the
termination will be paid to the participant, or in the case of
death, to the participant's designated beneficiary.
Upon termination of employment for reasons other than those set
forth above, the entire balance of the participant's account, to
the extent vested, determined as of the Valuation Date coinciding
with or next following the date of termination will be paid to
the participant. Amounts which have not vested will be forfeited
except that, should a participant resume employment within 60
months of termination, the amount of such forfeiture may be
restored to his or her account. Contributions and earnings
thereon which have been forfeited will be available as additional
employer contributions for the designated unit of the employer in
which it arose.
NOTE 5 - FEDERAL INCOME TAXES
The Plan is a qualified plan under the applicable provisions of
the Internal Revenue Code and no federal income taxes are
required to be paid by the Plan. Employee contributions made
from pre-tax salary are not currently reportable as Income for
federal income tax purposes. Employees are not taxed currently
on Company contributions to the Plan or on income earned by the
Plan until such amounts are distributed.
NOTE 6 - REPORTABLE TRANSACTIONS
Reportable transactions as defined by the Employee Retirement
Income Security Act of 1974, as amended, are as follows:
12
<PAGE>
<TABLE>
YEAR ENDED SEPTEMBER 30, 1993
<CAPTION>
Total Total Total Total Total Net
# of # of Value Value Cost Realized
Description of Assets Purchases Sales Purchases Sales Sales Gain/Loss
<S> <C> <C> <C> <C> <C> <C>
Equitable Life Assur 12 1 $ 418,628 $4,968,933 $4,968,933 $ -
#3329 Branch 8, Part 8
9.2% Mat 8-31-93
Equitable Life Assur 12 - 203,660 - - -
#3329 Branch 9, Part 9
9.2% Mat 8-31-94
Equitable Life Assur 12 1 511,677 165,500 165,500 -
#3329 Branch 11, Part 11
9.0% Mat 8-31-95
Equitable Capital 65 16 282,050 2,282,149 1,422,887 859,262
Management Common Stock
Fund
Baldwin Technology Co. 54 25 180,450 159,790 193,496 (33,706)
Class A Common Stock
Fleet EMP Directed Acct 140 132 5,568,048 5,567,917 5,567,989 (72)
Temporary Investment
Fund
Merrill Lynch 52 15 5,873,370 642,4850 642,485 -
CMA Treasury Fund
</TABLE>
13
<PAGE>
NOTE 7 - TERMINATION OF THE PLAN
It is the intent of the Company that the Plan continue into the
future;however, the Committee reserves the right to terminate the
Plan. In the event the Plan is terminated, the assets of the Plan
will be distributed to the participants in proportion to their
respective interests in the plan.
NOTE 8 - NET REALIZED GAIN/(LOSS) ON SALES OF INVESTMENTS
The net realized gain/(loss) on sale or maturity of investments
during fiscal 1993, 1992 and 1991 was computed as follows:
SAVINGS
PLAN STOCK
EQUITY STOCK BONUS
FUND FUND FUND TOTAL
For the year ended
September 30, 1993
Proceeds $2,330,331 $154,257 $ 534 $2,485,122
Cost of Investments sold
or matured, cost being
determined on an
average cost basis 1,471,069 187,963 606 1,659,638
Net realized gain/(loss) $ 859,262 $(33,706) $ (72) $ 825,484
For the year ended
September 30, 1992
Proceeds $ 492,129 $105,380 $676 $598,185
Cost of Investments sold
or matured, cost being
determined on an
average cost basis 378,068 156,211 583 534,862
Net realized gain/(loss) $ 114,061 $(50,831) $ 93 $ 63,323
For the year ended
September 30, 1991
Proceeds $ 698,736 $409,705 $1,982 $1,110,423
Cost of Investments
sold or matured, cost
being determined on an
average cost basis 569,691 496,608 1,705 1,068,004
Net realized gain/(loss) $ 129,045 $(86,903) $ 277 $ 42,419
14
<PAGE>
NOTE 9 - NET UNREALIZED GAIN (LOSS) ON INVESTMENT
A summary of net unrealized gain (loss) on Investments for
fiscal 1993, 1992, and 1991 are as follows:
SAVINGS
PLAN STOCK
EQUITY STOCK BONUS
FUND FUND FUND TOTAL
For the year ended
September 30, 1993
Unrealized gain (loss)
on Investments:
Beginning of year $ 420,676 $(150,985) $(328) $ 269,363
End of year (18) (83,493) 222 (83,289)
Unrealized gain (loss)
on investments
for the year $(420,694) $ 67,492 $ 550 $(352,652)
For the year ended
September 30, 1992
Unrealized gain (loss)
on Investments:
Beginning of year $ 577,800 $ (19,893)$ 1,848 $559,755
End of year 420,676 (150,985) (328) 269,363
Unrealized gain (loss)
on investments
for the year $(157,124)$(131,092)$(2,176) $(290,392)
For the year ended
September 30, 1991
Unrealized gain (loss)
on Investments:
Beginning of year $ 263,405 $ (64,824)$ 3,097 $201,678
End of year 577,800 (19,893) 1,848 559,755
Unrealized gain (loss)
on investments
for the year $ 314,395 $ 44,931 $(1,249) $358,077
NOTE 10 - SUBSEQUENT EVENTS
There have been two changes to the plan which take effect October
1, 1993. First, participants will be given a wider range of
investment options over the ones currently offered. With the
exception of the Baldwin Stock Fund, which will remain unchanged,
the current three funds managed by the Equitable and Merrill Lynch
will be replaced by five mutual funds managed by the American Funds
15
Group. Secondly, newly hired employees will be able to roll their
contributions from their previous employer's plan into the Baldwin
Plan beginning in fiscal 1994. The changes noted above have not
resulted in amendments to the plan or trust agreements and are
within guidelines specified by the plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
Baldwin Technology Profit Sharing and Savings Plan
Date: December 23, 1993 By:/s/Helen M. Mitchell______________
Helen M. Mitchell, Plan Administrator
Baldwin Technology Corporation
16
<PAGE>
EXHIBIT #1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-8 (no. 33-20611 and 33-30455) of Baldwin Technology Company,
Inc. of our report dated December 23, 1993 appearing on page 2 of
this Form 11-K.
PRICE WATERHOUSE
Stamford, Connecticut
January 11, 1994
