<PAGE> 1
UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
X 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 number 0-10023
--------------------------------------------------------
A. Full title of the Plan and address of the Plan, if different from that of
the issuer named below:
Sudbury Savings and Profit-Sharing Plan
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Sudbury, Inc.
30100 Chagrin Blvd., Suite 203
Cleveland, Ohio 44124
<PAGE> 2
Annual Report
SUDBURY SAVINGS AND
PROFIT-SHARING PLAN
December 31, 1995
PLAN SPONSOR AND PLAN ADMINISTRATOR
Sudbury, Inc.
30100 Chagrin Blvd.,
Suite 203
Cleveland, Ohio 44124
<PAGE> 3
Sudbury Savings and Profit-Sharing Plan
December 31, 1995
TABLE OF CONTENTS
The following financial statements and schedules, prepared in accordance with
the financial reporting requirements of ERISA, are furnished for the Plan,
accompanied by the exhibit of the consent of our independent auditors.
Report of Independent Auditors
Statement of Net Assets Available for Plan Benefits, With Fund Information as of
December 31, 1995
Statement of Net Assets Available for Plan Benefits, With Fund Information as of
December 31, 1994
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information for the Year Ended December 31, 1995
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes as of December 31, 1995
Schedule of Reportable Transactions for the Year Ended December 31, 1995
Consent of Ernst & Young LLP
SIGNATURES
The Plan. 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
hereunto duly authorized.
Sudbury Savings and Profit-Sharing Plan
By: Mark E. Brody
Vice President and Chief Financial
Officer of Sudbury, Inc.
<PAGE> 4
Report of Independent Auditors
Board of Directors
Sudbury Savings and Profit-Sharing Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Sudbury Savings and Profit-Sharing Plan as of December 31, 1995
and 1994, and the related statement of changes in net assets available for plan
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 plan benefits of the Sudbury
Savings and Profit-Sharing Plan at December 31, 1995 and 1994 and the changes in
net assets available for plan 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 schedules of assets held for
investment purposes as of December 31, 1995 and reportable transactions for the
year ended December 31, 1995 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 statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for the purpose of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in our
audits 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.
Ernst & Young LLP
June 10, 1996
1
<PAGE> 5
Sudbury Savings and Profit-Sharing Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Fidelity Company
Retirement Fidelity Fidelity Fidelity Stock Fund
Money Intermediate Asset Growth & Fidelity and
Market Bond Manager Income Magellan Other
Fund Fund Fund Portfolio Fund Assets Total
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Mutual funds $1,070,020 $2,037,828 $3,939,441 $4,940,877 $11,988,166
Money market funds $2,307,572 765 2,062 2,776 1,502 $ 32,726 2,347,403
Common stock 916,320 916,320
Other investments 29,750 29,750
Participant loans 304,817 304,817
----------------------------------------------------------------------------------------------------
Total investments 2,307,572 1,070,785 2,039,890 3,942,217 4,942,379 1,283,613 15,586,456
Contributions receivable:
Participants 21,416 10,434 22,157 28,241 49,271 2,128 133,647
Employer 11,963 5,533 11,978 14,005 25,341 1,301 70,121
Other payables (76) (119) (45) (276) (5,122) (16,593) (22,231)
Interfund transfers
receivable (payable) (47,184) (4,630) (13,261) 42,936 (35,405) 57,544
----------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $2,293,691 $1,082,003 $2,060,719 $4,027,123 $4,976,464 $1,327,993 $15,767,993
====================================================================================================
</TABLE>
See notes to financial statements.
2
<PAGE> 6
Sudbury Savings and Profit-Sharing Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1994
<TABLE>
<CAPTION>
Fidelity Company
Retirement Fidelity Fidelity Fidelity Stock Fund
Money Intermediate Asset Growth & Fidelity and
Market Bond Manager Income Magellan Other
Fund Fund Fund Portfolio Fund Assets Total
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Mutual funds $762,416 $1,688,677 $2,260,075 $3,058,107 $ 7,769,275
Money market funds $ 2,115,651 1,649 5,681 4,588 7,419 $ 39,678 2,174,666
Common stock 716,591 716,591
Other investments 45,394 45,394
Participant loans 268,001 268,001
-------------------------------------------------------------------------------------------------
Total investments 2,115,651 764,065 1,694,358 2,264,663 3,065,526 1,069,664 10,973,927
Contributions Receivable:
Participants 21,208 9,200 22,423 27,377 49,270 1,446 130,924
Employer 11,103 4,782 11,543 14,010 24,283 691 66,412
Other receivable/(payable) 1,927 1,073 593 3,668 2,179 (34,679) (25,239)
Interfund transfers
receivable (payable) (26,924) (1,188) (3,255) 60,895 37 (29,565)
-------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 2,122,965 $777,932 $1,725,662 $2,370,613 $3,141,295 $1,007,557 $11,146,024
=================================================================================================
</TABLE>
See notes to financial statements.
3
<PAGE> 7
Sudbury Savings and Profit-Sharing Plan
Statement of Changes in Net Assets Available for Plan Benefits,
With Fund Information
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Fidelity
Retirement Fidelity Fidelity Fidelity Company
Money Intermediate Asset Growth & Fidelity Stock Fund
Market Bond Manager Income Magellan and
Fund Fund Fund Portfolio Fund Other Assets Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Dividends and interest $ 124,261 $ 48,898 $ 58,132 $ 188,954 $ 281,893 $ 37,018 $ 739,156
Net realized and unrealized
appreciation of investments 50,533 255,008 750,520 934,447 268,786 2,259,294
Contributions:
Participants 260,078 115,861 268,859 352,875 604,363 27,445 1,629,481
Employer 135,696 61,976 138,098 176,720 304,836 14,815 832,141
------------------------------------------------------------------------------------------------
Total additions 520,035 277,268 720,097 1,469,069 2,125,539 348,064 5,460,072
Deductions from net assets:
Distributions to participants (326,088) (63,678) (68,645) (77,172) (220,236) (70,900) (826,719)
Interfund transfers (23,372) 91,087 (317,517) 264,831 (64,890) 49,861
Other 151 (606) 1,122 (218) (5,244) (6,589) (11,384)
------------------------------------------------------------------------------------------------
Total deductions (349,309) 26,803 (385,040) 187,441 (290,370) (27,628) (838,103)
------------------------------------------------------------------------------------------------
Increase in net assets
available for Plan benefits 170,726 304,071 335,057 1,656,510 1,835,169 320,436 4,621,969
Net assets available for Plan
benefits at beginning of year 2,122,965 777,932 1,725,662 2,370,613 3,141,295 1,007,557 11,146,024
------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 2,293,691 $ 1,082,003 $ 2,060,719 $ 4,027,123 $ 4,976,464 $ 1,327,993 $ 15,767,993
================================================================================================
</TABLE>
See notes to financial statements.
4
<PAGE> 8
Sudbury Savings and Profit-Sharing Plan
Notes to Financial Statements
December 31, 1995
A. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Sudbury Savings and Profit-Sharing Plan (the
Plan) are prepared on the accrual basis. The accounting records are maintained
by the Plan sponsor and administrator, Sudbury, Inc. (the Company), in
conjunction with National City Bank, as Trustee, who maintains the assets and
distributes benefits.
Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions in
certain circumstances that affect amounts reported in the accompanying financial
statements and notes. Actual results could differ from these estimates.
Investments are valued at fair value representing quoted market prices or
independently estimated at fair value if quoted market prices are not available,
as certified by the Trustee.
The change in the difference between fair value and the cost of investments is
reflected in the Statement of Changes in Net Assets Available for Plan Benefits
as unrealized appreciation (depreciation) in the aggregate fair value of assets.
The Plan's sponsor pays administrative expenses and trustee fees on behalf of
the Plan. Fees paid during the year to the Trustee were based on customary and
reasonable rates for such services.
B. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan covering all employees of the Company
who are not covered by a collective bargaining agreement and have completed
three months of service and are age 21 or older.
Participants in the Plan may contribute from 1% to 10% of their pre-tax earnings
through payroll deductions, except for highly compensated employees, whose
contributions are limited to 5% of their compensation. Each employer matches
100% of pre-tax contributions attributable to the first 1% of the participant's
compensation and 50% of pre-tax contributions attributable to the next 4% of the
compensation of each participant. Participants may also make supplemental
after-tax contributions ranging from 1% to 10% of their compensation. These
contributions are not matched by the employer. The Company and its respective
subsidiaries can also make discretionary contributions as determined annually by
the Company. Participants are immediately vested in their pre-tax contributions
and any earnings thereon.
5
<PAGE> 9
Sudbury Savings and Profit-Sharing Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Vesting in the employer contribution portion of their accounts plus actual
earnings thereon is based on years of continuous service.
Effective January 1, 1994 the Plan was restated to provide that all participants
whose employment commencement date occurred prior to March 1, 1993 or whose
employment terminated in the event of death, permanent disability, retirement,
or attainment of age 65, shall become fully vested to the extent of the balance
in the participant's account at that time. For those participants' whose
employment commencement date was on or after March 1, 1993 but before July 1,
1994 the following vesting schedule applies:
<TABLE>
<CAPTION>
Years of Vesting Service Percent Vested
- ---------------------------------------------------------------
<S> <C>
Less than 2 0%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
If a participants' employment commencement date was on or after July 1, 1994
then the following vesting schedule applies:
<TABLE>
<CAPTION>
Years of Vesting Service Percent Vested
- ---------------------------------------------------------------
<S> <C>
Less than 5 0%
5 or more 100%
</TABLE>
The Plan has six separate participant directed investment funds (Fidelity
Retirement Money Market Fund, Fidelity Intermediate Bond Fund, Fidelity Asset
Manager Fund, Fidelity Growth & Income Portfolio, Fidelity Magellan Fund, and a
Company Stock Fund). Each participant elects the percentage of their employer
and employee contributions to be invested in each fund.
Benefit distributions are generally made in single lump sum payments in cash.
The Plan provides that in no event shall benefit payments commence later than
the April 1 following
6
<PAGE> 10
Sudbury Savings and Profit-Sharing Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
the calendar year in which the participant attains age 70-1/2 years. Plan
forfeitures are applied to reduce employer contributions.
Although the Company has not expressed an intent to do so, it has the right to
terminate the Plan at any time. In the event of plan termination, participants
will become 100% vested in their accounts.
The foregoing description of the Plan provides only general information.
Participants should refer to the summary plan description The Sudbury Savings
and Profit-Sharing Plan for a more complete description of the Plan's
provisions. Copies of this summary are available from the Plan administrator.
C. INVESTMENTS
The following is a summary of the individual investments held by the Plan as of
December 31, 1995 and 1994 which represent five percent or more of net assets
available for plan benefits:
<TABLE>
<CAPTION>
INVESTMENTS AT FAIR VALUE 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Fidelity Magellan Fund (57,465 and 45,776 fund shares,
respectively) $4,940,877 $3,058,107
Fidelity Growth & Income Portfolio (145,636 and
107,163 fund shares, respectively) 3,939,441 2,260,075
Fidelity Retirement Money Market Portfolio (2,307,074
and 2,111,935 fund shares, respectively) 2,307,074 2,111,935
Fidelity Asset Manager (128,570 and 122,102 fund
shares, respectively) 2,037,828 1,688,677
Fidelity Intermediate Bond Fund (102,788 and 77,560
fund shares, respectively) 1,070,020 762,416
Sudbury, Inc. Common Stock (114,540 and 121,973 common
stock shares, respectively) 916,320 716,591
</TABLE>
7
<PAGE> 11
Sudbury Savings and Profit-Sharing Plan
Notes to Financial Statements--Continued
D. INCOME TAX STATUS
The Internal Revenue Service issued a determination letter on June 29, 1995
advising that the Plan meets the qualification requirements of Section 401(a) of
the Internal Revenue Code ("Code") and the trust established thereunder is
entitled to exemption from federal income taxation under the provisions of
Section 501(a). The determination letter provides that continued qualification
of the Plan will depend on its effect in operation under its present form. In
the opinion of the plan administrator, the Plan is in operational compliance
with Code Section 401(a).
The tax-exempt status of the Plan's trust does not apply to the taxability of
distributions to participants under the Plan.
E. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for Plan benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
--------------------------------------
<S> <C> <C>
Net assets available for Plan benefits per the financial
statements $15,767,993 $11,146,024
Amounts allocated to withdrawn participants 169,845 107,373
--------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS PER
FORM 5500 $15,598,148 $11,038,651
======================================
</TABLE>
8
<PAGE> 12
Sudbury Savings and Profit-Sharing Plan
Notes to Financial Statements--Continued
E. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500--CONTINUED
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1995:
<TABLE>
<S> <C>
Distributions to participants per the financial statements $ 826,719
Add:
Amounts allocated on Form 5500 to withdrawn participants at
December 31, 1995 169,845
Less:
Amounts allocated on Form 5500 to withdrawn participants at
December 31, 1994 (107,373)
------------------
BENEFITS PAID TO PARTICIPANTS PER THE FORM 5500 $ 889,191
==================
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but which had not been paid.
F. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1995, the Plan held 114,540 shares of common stock of Sudbury,
Inc. with a fair value of $916,320. At December 31, 1994, the Plan held 121,973
shares of Sudbury common stock with a fair value of $716,591.
G. SUBSEQUENT EVENT
In conjunction with the December 29, 1995 sale of a subsidiary, fund balances
aggregating $3,686,283 were transferred in March, 1996 to a successor trustee.
9
<PAGE> 13
FINANCIAL SCHEDULES
<PAGE> 14
Sudbury Savings and Profit-Sharing Plan
Form 5500, Line 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description
Identity of Issue of Investments Historical Cost Current Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Asset Manager 128,570 Fund Shares $ 1,952,554 $ 2,037,828
Fidelity Magellan Fund 57,465 Fund Shares 4,256,233 4,940,877
Fidelity Growth & Income Portfolio 145,636 Fund Shares 3,291,354 3,939,441
Fidelity Intermediate Bond Fund 102,788 Fund Shares 1,083,225 1,070,020
Fidelity Retirement Money Market
Portfolio 2,307,074 Fund Shares 2,307,074 2,307,074
Sudbury, Inc. 114,540 Common Stock Shares 1,050,957 916,320
Prudential Oil & Gas Limited Various Mineral Interests-18%
Partnership Interest in Partnership 101,022 29,750
Armada Money Market Fund 7,603 Fund Shares 7,603 7,603
Armada Money Market Fund--Disc 32,726 Fund Shares 32,726 32,726
Participant Loans Interest rates ranging from
7% to 12% 304,817 304,817
-------------------------------------------
$ 14,387,565 $ 15,586,456
===========================================
</TABLE>
10
<PAGE> 15
Sudbury Savings and Profit-Sharing Plan
Form 5500, Line 27(d)--Schedule of Reportable Transactions
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Current Value
Purchase Selling Cost of of Assets on Gain
Description of Assets Price Price Assets Sold Transaction Date (Loss)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (iii)-SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Fidelity Magellan Fund
Purchases--20 $ 1,116,979 $ 1,116,979
Sales--7 $ 168,400 $ 138,545 138,545 $ 29,855
Fidelity Growth & Income
Portfolio
Purchases--21 1,090,046 1,090,046
Sales--4 161,200 139,822 161,200 21,378
Fidelity Asset Manager
Purchases--13 388,443 388,443
Sales--9 294,300 296,143 294,300 (1,843)
FidelityRetirement
Market Portfolio
Purchases--23 556,240 556,240
Sales--8 361,100 361,100 361,100
Armada Money Market
Fund
Purchases--220 1,961,948 1,961,948
Sales--98 1,965,355 1,965,355 1,965,355
Armada Money Market
Fund--Disc
Purchases--262 2,077,255 2,077,255
Sales--127 2,096,250 2,096,250 2,096,250
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1995.
11
<PAGE> 16
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-52727) pertaining to the Sudbury Savings and Profit-Sharing Plan of
our report dated June 10, 1996, with respect to the financial statements of the
Sudbury Savings and Profit-Sharing Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1995.
Ernst & Young LLP
June 13, 1996
Cleveland, Ohio
