<PAGE> 1
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, 1993 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 _________________________________________________
A. Full title of the Plan: LDI Corporation Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office: LDI Corporation
1375 East Ninth Street
Cleveland, Ohio 44114
REQUIRED INFORMATION
The following financial statements and exhibits are filed as part of the annual
report:
A. Financial Statements
Report of Independent Public Accountants
Statements of Net Assets and Participants' Equity as of December 31,
1993 and 1992
Statements of Earnings and Changes in Participants' Equity for the
years ended December 31, 1993, 1992, and 1991
Notes to Financial Statements
Schedule I -Item 27a - Schedule of Assets Held for Investment Purposes
Schedule II - Item 27d - Schedule of Reportable Transactions
B. Exhibit
Consent of Independent Public Accountants
1
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Savings Plan Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
The LDI Corporation Retirement Savings Plan
By: /s/ Frank G. Skedel
----------------------------------
Title: Member, LDI Corporation Retirement
Savings Plan Committee
June 28, 1994
EXHIBIT INDEX
Exhibit Description Page Number
------------------- -----------
Consent of Independent Public Accountants 18
2
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LDI CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements
For the Years Ended December 31, 1993, 1992, and 1991
3
<PAGE> 4
LDI CORPORATION RETIREMENT SAVINGS PLAN
CONTENTS
PAGE
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . 5
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 AND FOR
THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1993:
Statements of Net Assets and Participants' Equity . . . . . . . . . 6-7
Statements of Earnings and Changes in Participants' Equity . . . . 8-10
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 11-15
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 AND FOR THE
YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes . . . . . . 16
Item 27d - Schedule of Reportable Transactions . . . . . . . . . . . . 17
4
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the LDI Corporation Retirement Savings Plan Committee:
We have audited the accompanying financial statements of LDI Corporation
Retirement Savings Plan (the Plan) as of December 31, 1993 and 1992 and for
each of the three years in the period ended December 31, 1993, listed in the
Contents. 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 and participants' equity of the Plan at
December 31, 1993 and 1992, and the earnings and changes in participants'
equity for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed in the Contents are 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 for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. Also, the supplemental information by fund is presented
for the purpose of additional analysis of the basic financial statements rather
than to present information regarding the net assets and participants' equity
and the earnings and changes in participants' equity of the individual funds,
and is not a required part of the basic financial statements. These
supplemental schedules and the supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
Deloitte & Touche
Cleveland, Ohio
June 21, 1994
5
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
STATEMENT OF NET ASSETS AND PARTICIPANTS' EQUITY
DECEMBER 31, 1993
- - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------------------------------------
LDI Money Domestic Global Guaranteed
Stock Market Bond Equity Equity Investment
Fund Fund Fund Fund Fund Fund
------------- -------- ---------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash . . . . . . . . . . . . .
Investments:
LDI Corporation Common Stock $456,344
Mutual Funds:
Cash Mgmt Trust of America $594,596
Bond Fund of America . . . $864,397
Investment Co. of America . $2,680,423
New Perspective . . . . . . $1,297,598
NCC Money Market Funds . . 12,443 32,083 42,997 36,954
NCC Capital Preservation Fund $54,080
Federated Trust for U.S.
Treasury Obligations . . 179,699 43,474
Insurance Contracts . . . . . 177,848
Participant Loans Receivable
Contributions Receivable:
Employer . . . . . . . . . . 5,144 3,584 6,479 11,373 7,278
Participants . . . . . . . . 9,615 8,236 13,522 24,925 17,070
Fund Transfers Receivable . . . 5,645 2,526 14,794 21,597 19,012 36
Accrued Interest and Other . . 414 1,320 19,615 65 7,440 1,277
--------- -------- -------- ---------- --------- --------
Total . . . . . . . . . . . . . 656,861 622,705 950,890 2,781,380 1,385,352 276,715
Less Liability:
Fund Transfers Payable . . . .
--------- -------- -------- ---------- --------- --------
PARTICIPANTS' EQUITY . . . . . $656,861 $622,705 $950,890 $2,781,380 $1,385,352 $276,715
========= ======== ======== ========== ========= ========
</TABLE>
<TABLE>
<CAPTION>
Participant
Loan
Fund Total
---------- --------
<S> <C> <C>
ASSETS:
Cash . . . . . . . . . . . . . $53,127 $53,127
Investments:
LDI Corporation Common Stock 456,344
Mutual Funds:
Cash Mgmt Trust of America 594,596
Bond Fund of America . . . 864,397
Investment Co. of America . 2,680,423
New Perspective . . . . . . 1,297,598
NCC Money Market Funds . . 124,477
NCC Capital Preservation Fund 54,080
Federated Trust for U.S.
Treasury Obligations . . 223,173
Insurance Contracts . . . . . 177,848
Participant Loans Receivable 344,886 344,886
Contributions Receivable:
Employer . . . . . . . . . . 33,858
Participants . . . . . . . . 73,368
Fund Transfers Receivable . . . 63,610
Accrued Interest and Other . . 30,131
---------- -----------
Total . . . . . . . . . . . . . 398,013 7,071,916
Less Liability:
Fund Transfers Payable . . . . 63,610 63,610
----------- -----------
PARTICIPANTS' EQUITY . . . . . $334,403 $7,008,306
=========== ===========
<FN>
See the accompanying notes to financial statements.
</TABLE>
6
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
STATEMENT OF NET ASSETS AND PARTICIPANTS' EQUITY
DECEMBER 31, 1992
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------------------
LDI Money Domestic Global Guaranteed
Stock Market Bond Equity Equity Investment
Fund Fund Fund Fund Fund Fund
--------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash . . . . . . . . . . . . .
Investments:
LDI Corporation Common Stock $472,642
Mutual Funds:
Cash Mgmt Trust of America $391,331
Bond Fund of America . . . $459,158
Investment Co. of America . $2,225,595
New Perspective . . . . . . $704,318
NCC Money Market Funds . . 27,302 19,592 48,665 3,384
NCC Capital Preservation Fund $133,837
Federated Trust for U.S.
Treasury Obligations . . 35,138 28,288 36,021 100,335 49,781 84,762
Insurance Contracts . . . . . 164,598
Participant Loans Receivable
Contributions Receivable:
Employer . . . . . . . . . . 4,011 4,607 5,153 13,233 5,206
Participants . . . . . . . . 7,368 10,672 9,874 27,416 11,301
Fund Transfers Receivable . . . 23,989 64,166 43,092
Accrued Interest and Other . . 6,678 10,537 11,739 17,833 6,179 1,287
-------- -------- -------- ---------- -------- --------
Total . . . . . . . . . . . . . 549,826 536,903 584,629 2,433,077 780,169 384,484
Less Liabilities:
Fund Transfers Payable . . . . 112,726 12,704 5,817
Accrued Other . . . . . . . . . 3,600
-------- -------- -------- ---------- -------- --------
PARTICIPANTS' EQUITY . . . . . $549,826 $536,903 $584,629 $2,316,751 $767,465 $378,667
======== ======== ======== ========== ======== =========
<CAPTION>
Participant
Loan
Fund Total
------------ ------
<S> <C> <C>
ASSETS:
Cash . . . . . . . . . . . . . $30,647 $30,647
Investments:
LDI Corporation Common Stock 472,642
Mutual Funds:
Cash Mgmt Trust of America 391,331
Bond Fund of America . . . 459,158
Investment Co. of America . 2,225,595
New Perspective . . . . . . 704,318
NCC Money Market Funds . . 98,943
NCC Capital Preservation Fund 133,837
Federated Trust for U.S.
Treasury Obligations . . 334,325
Insurance Contracts . . . . . 164,598
Participant Loans Receivable 331,190 331,190
Contributions Receivable:
Employer . . . . . . . . . . 32,210
Participants . . . . . . . . 66,631
Fund Transfers Receivable . . . 131,247
Accrued Interest and Other . . 54,253
-------- ---------
Total . . . . . . . . . . . . . 361,837 5,630,925
Less Liabilities:
Fund Transfers Payable . . . . 131,247
Accrued Other . . . . . . . . . 3,600
-------- ---------
PARTICIPANTS' EQUITY . . . . . $361,837 $5,496,078
========= ==========
<FN>
See the accompanying notes to financial statements.
</TABLE>
7
<PAGE> 8
<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
- - ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------------------
LDI Money Domestic Global
Stock Market Bond Equity Equity
Fund Fund Fund Fund Fund
----------- --------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . . . . $ 3,628 $ 2,007 $2,507 $ 3,712 $ 1,861
Dividends . . . . . . . . . . . . . . 7,823 12,564 70,358 163,782 46,172
Net Appreciation (Depreciation)
in Fair Value of Investments . . . (16,298) 7,456 104,372 170,967
Contributions:
Participants . . . . . . . . . . . 115,050 120,243 194,031 474,915 229,415
Employer Matching . . . . . . . . . 73,083 54,120 87,057 206,789 98,450
Rollover Contributions Received . . . . 217 13,219 62,615 11,213 12,111
---------- --------- --------- ---------- ----------
Total . . . . . . . . . . . . . . . . 183,503 202,153 424,024 964,783 558,976
DEDUCTION:
Distributions to Participants . . . . . (50,052) (109,397) (154,380) (385,265) (129,142)
FUND TRANSFERS-NET . . . . . . . . . . (26,416) (6,954) 96,617 (114,889) 188,053
---------- --------- --------- ---------- ----------
CHANGE IN PARTICIPANTS' EQUITY . . . . 107,035 85,802 366,261 464,629 617,887
BEGINNING PARTICIPANTS' EQUITY . . . . 549,826 536,903 584,629 2,316,751 767,465
---------- --------- --------- ---------- ----------
ENDING PARTICIPANTS' EQUITY . . . . . . $656,861 $622,705 $950,890 $2,781,380 $1,385,352
========== ========= ========= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Guaranteed Participant
Investment Loan
Fund Fund Total
------------ ---------- ---------
<S> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . . . . $22,124 $25,793 $61,632
Dividends . . . . . . . . . . . . . . 300,699
Net Appreciation (Depreciation)
in Fair Value of Investments . . . 266,497
Contributions:
Participants . . . . . . . . . . . 1,133,654
Employer Matching . . . . . . . . . 519,499
Rollover Contributions Received . . . . 99,375
-------- -------- ----------
Total . . . . . . . . . . . . . . . . 22,124 25,793 2,381,356
DEDUCTION:
Distributions to Participants . . . . . (40,892) (869,128)
FUND TRANSFERS-NET . . . . . . . . . . (83,184) (53,227) -
-------- -------- ----------
CHANGE IN PARTICIPANTS' EQUITY . . . . (101,952) (27,434) 1,512,228
BEGINNING PARTICIPANTS' EQUITY . . . . 378,667 361,837 5,496,078
-------- -------- ----------
ENDING PARTICIPANTS' EQUITY . . . . . . $267,715 $334,403 $7,008,306
======== ======== ==========
<FN>
See the accompanying notes to financial statements.
</TABLE>
8
<PAGE> 9
<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
- - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------------------------------
LDI Money Domestic Global Guaranteed
Stock Market Bond Equity Equity Investment
Fund Fund Fund Fund Fund Fund
--------------- ---------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . $ 1,068 $ 1,869 $ 2,039 $ 5,376 $ 2,214 $ 32,847
Dividends . . . . . . . . . . . 7,820 30,852 89,829 13,411
Net Appreciation (Depreciation)
in Fair Value of Investments (476,022) 8,370 48,900 3,413
Contributions:
Participants . . . . . . . . 105,386 97,590 142,984 450,069 187,059
Employer Matching . . . . . . 54,909 46,910 64,519 199,287 83,364
Rollover Contributions Received . 25,654 16,180 35,072 119,068 18,061
--------- ------- ------- ---------- -------- --------
Total . . . . . . . . . . . . . . (289,005) 170,369 283,836 912,529 307,522 32,847
DEDUCTION:
Distributions to Participants . . (83,875) (73,860) ( 46,027) (198,115) (56,841) (120,234)
FUND TRANSFERS-NET . . . . . . . (76,987) 180,108 54,105 (106,847) (14,816) (171,448)
--------- ------- ------- ---------- -------- --------
CHANGE IN PARTICIPANTS' EQUITY (449,867) 276,617 291,914 607,567 235,865 (258,835)
BEGINNING PARTICIPANTS' EQUITY 999,693 260,286 292,715 1,709,184 531,600 637,502
--------- ------- ------- ---------- -------- --------
ENDING PARTICIPANTS' EQUITY . . . $549,826 $536,903 $584,629 $2,316,751 $767,465 $378,667
========= ======== ======== ========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Participant
Loan Total
Fund
-------------- --------
<S> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . $20,876 $66,289
Dividends . . . . . . . . . . . 141,912
Net Appreciation (Depreciation)
in Fair Value of Investments (415,339)
Contributions:
Participants . . . . . . . . 983,088
Employer Matching . . . . . . 448,989
Rollover Contributions Received . 214,035
---------- ----------
Total . . . . . . . . . . . . . . 20,876 1,438,974
DEDUCTION:
Distributions to Participants . . (578,952)
FUND TRANSFERS-NET . . . . . . . 135,885 -
---------- ----------
CHANGE IN PARTICIPANTS' EQUITY 156,761 860,022
BEGINNING PARTICIPANTS' EQUITY 205,076 4,636,056
---------- ----------
ENDING PARTICIPANTS' EQUITY . . . $361,837 $5,496,078
========== ==========
<FN>
See the accompanying notes to financial statements.
</TABLE>
9
<PAGE> 10
<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
- - -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------------------------------------
LDI Money Domestic Global Guaranteed
Stock Market Bond Equity Equity Investment
Fund Fund Fund Fund Fund Fund
-------------- --------- --------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . $ 3,249 $ 1,353 $ 495 $ 1,291 $ 550 $ 93,023
Dividends . . . . . . . . . . . 2,352 6,290 38,179 12,635
Net Appreciation in Fair Value
of Investments . . . . . . . . 233,490 10,068 111,764 31,673
Contributions:
Participants . . . . . . . . 254,506 65,203 62,679 181,001 76,030 182,444
Employer Matching . . . . . . 134,162 32,155 28,314 79,185 33,534 66,256
Rollover Contributions Received . 2,787 18,605 42,301 44,745 14,290 2,145
--------- -------- --------- ---------- -------- ---------
Total . . . . . . . . . . . . . . 628,194 119,668 150,147 456,165 168,712 343,868
DEDUCTION:
Distributions to Participants . . (71,247) (7,564) (5,284) (13,934) (3,744) (178,098)
FUND TRANSFERS-NET . . . . . . . (622,069) 148,182 147,852 1,266,953 366,632 (806,064)
--------- -------- -------- ---------- -------- ---------
CHANGE IN PARTICIPANTS' EQUITY ( 65,122) 260,286 292,715 1,709,184 531,600 (640,294)
BEGINNING PARTICIPANTS' EQUITY 1,064,815 1,277,796
--------- -------- -------- ---------- -------- ---------
ENDING PARTICIPANTS' EQUITY . . . $999,693 $260,286 $292,715 $1,709,184 $531,600 $637,502
========= ======== ======== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION> Participant
Loan Equity
Fund Fund Total
------------- --------- ----------
<S> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest . . . . . . . . . . . $19,358 $1,099 $120,418
Dividends . . . . . . . . . . . 6,204 65,660
Net Appreciation in Fair Value
of Investments . . . . . . . . 50,351 437,346
Contributions:
Participants . . . . . . . . 83,628 905,491
Employer Matching . . . . . . 30,064 403,670
Rollover Contributions Received . 124,873
--------- --------- ----------
Total . . . . . . . . . . . . . . 19,358 171,346 2,057,458
DEDUCTION:
Distributions to Participants . . (9,779) (289,650)
FUND TRANSFERS-NET . . . . . . . 22,008 (523,494) -
--------- --------- ----------
CHANGE IN PARTICIPANTS' EQUITY 41,366 (361,927) 1,767,808
BEGINNING PARTICIPANTS' EQUITY 163,710 361,927 2,868,248
--------- --------- ----------
ENDING PARTICIPANTS' EQUITY . . . $205,076 $0 $4,636,056
========= ========= ==========
<FN>
See the accompanying notes to financial statements.
</TABLE>
10
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LDI CORPORATION
RETIREMENT SAVINGS PLAN
- - -----------------------
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
- - -----------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief description of the LDI Corporation Retirement Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Plan was established by LDI Corporation (the "Company")
effective November 1, 1987 and was amended and restated in its entirety,
effective January 1, 1989. The Plan is subject to the minimum
participation and vesting standards and the fiduciary responsibility
requirements of the Employee Retirement Income Security Act of 1974.
ADMINISTRATION - The Plan is administered by the Company. The assets of
the various funds are maintained and administered by a bank acting as
Trustee. The Trustee is responsible for the custody of assets and the
investment of the funds, as directed by the participants, including the
purchase of LDI Corporation common shares.
ELIGIBILITY - Substantially all salaried employees of the Company are
eligible to participate in the Plan. However, employees of the LDI
Computer Superstores, a division of the Company, are not eligible to
participate in the Plan unless they are Class A (as defined by
the division) employees of the LDI Computer Superstores.
Employees of the Company become eligible to participate in the Plan
beginning January 1, April 1, July 1 or October 1 after completion of six
consecutive months of employment with the Company.
EMPLOYEE PARTICIPATION AND CONTRIBUTIONS - In order to participate in the
Plan, eligible employees must satisfy applicable service requirements for
participation and must make contributions from their compensation; however,
employees may participate in Employer Special Contributions without making
contributions from their compensation. Eligible employees may have the
employer reduce their compensation and contribute an amount equal to such
reductions to the trust (the "Trust") for the LDI Corporation Retirement
Savings Plan established and maintained in conjunction with the Plan,
pursuant to a Compensation Deferral Agreement (as defined in the Plan)
(such contributions being hereinafter referred to as "Participant Elected
Contributions").
Participant Elected Contributions may be in any whole percentage of
compensation not in excess of 10%. Subject to this limitation, a
Contributing Participant may change the level of Participant Elected
Contributions beginning with the first payroll period after any January
1, April 1, July 1, or October 1 by filing a written election with the
Company at least 30 days prior to that date.
A Contributing Participant may completely suspend all Participant Elected
Contributions by filing written notice with the Company at least 30 days in
advance of the first day of the payroll period in which the suspension is
to become effective. A participant who has suspended Participant Elected
Contributions may resume making Participant Elected Contributions beginning
with the first payroll period following any subsequent January 1, April
1, July 1, or October 1 by filing a written application with the Company
at least 30 days prior to such date, provided the participant is then an
eligible employee of the employer.
11
<PAGE> 12
For 1993, a participant's Participant Elected Contributions could not
exceed $8,994. In subsequent years, this limitation is subject to adjustment.
In addition, in the case of any Contributing Participant who is considered to
be a "highly compensated employee" within the meaning of Section 414(q) of the
Internal Revenue Code of 1986, as amended, the maximum amount of such
participant's Participant Elected Contributions for a plan year may be further
limited by the anti-discrimination provisions of Section 401(k) of the Code.
Employer Contributions
- - ----------------------
EMPLOYER MATCHING CONTRIBUTIONS. The Company will make contributions to
the Trust on behalf of a Contributing Participant who makes Participant
Elected Contributions to the Trust in accordance with the following
schedule:
<TABLE>
<CAPTION>
Employee Contribution Employer Matching
% of Compensation % of Compensation
---------------------- --------------------
<S> <C>
4% 2.75%
3% 2.25%
2% 1.75%
1% 1.00%
</TABLE>
EMPLOYER SPECIAL CONTRIBUTIONS. The Company, in its discretion, also may
make other contributions to the Trust for a plan year on behalf of eligible
employees.
Investment of Contributions and Operation of the Trust Fund
-----------------------------------------------------------
All contributions made pursuant to the Plan and all earnings thereon will be
held in a trust fund under the Trust (the "Trust Fund"). The Company's
Board of Directors has selected and entered into an agreement with National
City Bank, Cleveland, Ohio, as trustee of the Trust. This agreement sets
forth the responsibilities and duties of the Trustee with respect to the
Trust Fund. Upon 60 days prior notice, the Trustee may resign or may be
terminated by the Company with or without cause.
As of July 1, 1991, the investment options offered under the Plan were
increased to six and consist of the following:
(a) The LDI Stock Fund is invested primarily in shares of common stock
of the Company. Assets may also be invested on an interim basis in
short-term investments. The Fund is managed by the Plan Trustee,
National City Bank. At December 31, 1993, there were 194 participants
in this fund.
(b) The Money Market Fund, "The Cash Management Trust of America",
seeks to provide income on cash reserves, while preserving capital and
maintaining liquidity, through investment in high quality money market
instruments. The Cash Management Trust of America is a member of the
American Funds Group and is managed by Capital Research and Management
Company (CRMC). Assets may also be invested on an interim basis in
other short-term investments. At December 31, 1993, there were 156
participants in this fund.
(c) The Bond Fund, "The Bond Fund of America", seeks a high level of
current income consistent with the preservation of capital through a
diversified portfolio of bonds and other fixed-income obligations. The
Fund is also a member of the American Funds Group and is managed by
CRMC. Assets may also be invested on an interim basis in short-term
investments. At December 31, 1993, there were 255 participants
in this fund.
12
<PAGE> 13
(d) The Domestic Equity Fund, "The Investment Company of America",
seeks long-term growth of capital and income, through investment in a
broadly-diversified portfolio consisting principally of common stocks.
The Fund is also a member of the American Funds Group and is managed by
CRMC. Assets may also be invested on an interim basis in short-term
investments. At December 31, 1993, there were 320 participants
in this fund.
(e) The Global Equity Fund, "New Perspective Fund", seeks long-term
growth of capital, through investments on a global basis in a
diversified portfolio consisting primarily of common stocks. The Fund
is also a member of the American Funds Group and is managed by CRMC.
Assets may also be invested on an interim basis in short-term
investments. At December 31, 1993, there were 263 participants in
this fund.
(f) The Participant Loan Fund makes loans to participants in accordance
with the plan provisions. At December 31, 1993, there were 95
participants in this fund.
As of July 1, 1991, two investment options formerly offered under the Plan
were discontinued and funds accumulated to that date, except certain guaranteed
investment contracts which mature in 1994, were transferred to other investment
options. These funds were:
(a) The Equity Fund, a "no-load" mutual fund with an investment
objective of long-term capital appreciation by investing substantially
all of its assets in common stock and other equity-type investments.
The Equity Fund was managed by National City Bank.
(b) The Guaranteed Investment Fund consists of contracts issued by a
life insurance company selected from time to time by the Committee and
the NCC Capital Preservation Fund. The insurance company guarantees a
cumulative interest rate each year for all contributions during such
year. The interest rates fixed in each year are guaranteed for the life
of the Company's contract with such insurance company, generally three
to five years.
New contributions made to the Plan after July 1, 1991 can no longer be
directed to the Guaranteed Investment Fund. Those employees who have invested
in the Guaranteed Investment Fund can elect to keep their prior contributions
in the Fund or move such funds to the Domestic or Global Equity Funds and/or
the LDI Stock Fund.
Participants may direct the Company in writing to allocate their
Participant Elected Contributions, the Employer Matching Contributions, the
Rollover Contributions from other plans and the Employer Special Contributions
on their behalf for investment in any of the Investment Funds in increments
of 10%.
VESTING AND DISTRIBUTIONS. All participant contributions and earnings
thereon are immediately and fully vested. Matching contributions by the
Company vest at a rate of 20% for each year of eligibility service, becoming
completely vested after five years of service, or upon retirement, death, or
permanent and total disability, whichever occurs first.
PARTICIPANT LOANS. The Plan permits participants to borrow a minimum of
$500 and a maximum of $50,000, up to one-half of the participant's vested
account balance, for a term of one to five years, and at a market rate of
interest. Participants may borrow from the value of their balances invested
in their various investment funds. The participant's balance in each investment
fund shall be reduced by a pro-rata portion of any loan made to such
participant. Loan repayments are invested on the same pro-rata basis as the
borrower has directed the investment of their current Plan contributions.
13
<PAGE> 14
FORFEITURES. If a participant terminates employment with the Company for
any reason other than retirement, permanent disability or death, the portion of
the matching contributions by the Company which is not vested at the time of
termination is forfeited. All forfeitures are credited against the succeeding
Company contribution to the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - Each Fund of the Trust is accounted for separately.
The accounts of these Funds are maintained, and the accompanying financial
statements have been prepared, on the accrual basis of accounting.
VALUATION OF INVESTMENTS - Investments have been accounted for on a
trade-date basis. LDI Corporation common stock is stated at fair value as
measured by the year-end closing price listed on the NASDAQ System. Mutual
funds are stated at fair value as determined by the Trustee based upon the
market values of the underlying assets of the funds. Guaranteed insurance
contracts are stated at contract value which represents cost plus
accumulated interest less withdrawals. Participant loans receivable are
stated at face value, which approximates fair value.
INCOME TAX STATUS - The Plan obtained its latest determination letter
dated August 5, 1988, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the requirements of the Internal
Revenue Code. The Plan has been amended since the determination letter was
received. However, the LDI Corporation Retirement Savings Plan Committee
believes that the Plan is in compliance with the applicable requirements of the
Code.
BENEFITS PAYABLE - Benefits are recorded by the Plan when they are paid to
the participant. At December 31, 1993 and 1992, participants who have
withdrawn from the Plan were due $248,000 and $140,000, respectively.
EXPENSES - Expenses in connection with administration of the Plan are paid
by the Company, which, for the years ended December 31, 1993, 1992, and 1991
were not material.
3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Net appreciation (depreciation) in fair value of investments for the years
ended December 31, 1993, 1992, and 1991 consisted of the following:
<TABLE>
<CAPTION>
1993 1992 1991
---------- --------- ----------
<S> <C> <C> <C>
LDI Stock Fund - LDI Corporation
Common Stock . . . . . . . . . . . . . . . $(16,298) $(476,022) $233,490
Bond Fund - Bond Fund of America . . . . . 7,456 8,370 10,068
Domestic Equity Fund - Investment
Company of America . . . . . . . . . . . . 104,372 48,900 111,764
Global Equity Fund - New Perspective Fund . . 170,967 3,413 31,673
Equity Fund . . . . . . . . . . . . . . . . . 50,351
</TABLE>
4. SECURITY TRANSACTIONS WITH PARTY-IN-INTEREST
The LDI Stock Fund invests in shares of common stock of LDI Corporation.
No shares were acquired during 1993 or 1992. No shares were sold during 1993.
The value of shares sold during 1992 was not material.
14
<PAGE> 15
5. PLAN TERMINATION
The Plan was adopted with the expectation that it will continue indefinitely.
The Board of Directors of the Company may, however, terminate the Plan at any
time and may amend the Plan from time to time. In the event of termination of
the Plan, the value of employer contributions made on behalf of the
participants will become fully vested.
6. SUBSEQUENT EVENT
Subsequent to December 31, 1993, the Board of Directors of the Company
determined the need to commence a strategic realignment of operations of the
Company and to discontinue certain business segments. The strategic plan
included the sales or other divestiture of certain product lines and
non-strategic businesses. As a result, participation in the Plan during 1994
will be substantially reduced due to employee terminations and business
divestitures. These actions may result in a partial termination of the Plan,
in which case all affected participants would become fully vested in their
account balances.
15
<PAGE> 16
<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
-----------------------
SCHEDULE I
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1993
------------------------------------------------------------------------------------
<CAPTION>
(a) (b) (c) (d) (e) CURRENT
ISSUER/DESCRIPTION OF INVESTMENT COST VALUE
----------------------------------- ----------- -----------
LDI STOCK FUND:
<S> <C> <C> <C>
* LDI Corporation Common Stock (65,192 shares) . . . . $822,922 $456,344
* Federated Trust for U.S. Treasury Obligations . . . . 179,699 179,699
--------- ---------
Total LDI Stock Fund . . . . . . . . . . . . . . . . . 1,002,621 636,043
--------- ---------
MONEY MARKET FUND:
* NCC Money Market Funds . . . . . . . . . . . . . . . 12,443 12,443
Cash Management Trust of America . . . . . . . . . . 594,596 594,596
--------- ---------
Total Money Market Fund . . . . . . . . . . . . . . . . 607,039 607,039
--------- ---------
BOND FUND:
* NCC Money Market Funds . . . . . . . . . . . . . . . . 32,083 32,083
Bond Fund of America . . . . . . . . . . . . . . . . 840,298 864,397
--------- ---------
Total Bond Fund . . . . . . . . . . . . . . . . . . . . 872,381 896,480
--------- ---------
DOMESTIC EQUITY FUND:
* NCC Money Market Funds . . . . . . . . . . . . . . . . 42,997 42,997
Investment Company of America . . . . . . . . . . . . 2,427,023 2,680,423
--------- ---------
Total Domestic Equity Fund . . . . . . . . . . . . . . 2,470,020 2,723,420
--------- ---------
GLOBAL EQUITY FUND:
* NCC Money Market Funds . . . . . . . . . . . . . . . . 36,954 36,954
New Perspective Fund, Inc. . . . . . . . . . . . . . 1,093,067 1,297,598
--------- ---------
Total Global Equity Fund . . . . . . . . . . . . . . . 1,130,021 1,334,552
--------- ---------
GUARANTEED INVESTMENT FUND:
Insurance Contracts with Hartford Life Insurance Company 177,848 177,848
* Federated Trust for U.S. Treasury Obligations . . . . 43,474 43,474
* NCC Capital Preservation Fund . . . . . . . . . . . . 54,080 54,080
--------- ---------
Total Guaranteed Investment Fund . . . . . . . . . . . 275,402 275,402
--------- ---------
LOANS TO PARTICIPANTS . . . . . . . . . . . . . . . . . 344,886 344,886
--------- ---------
TOTAL INVESTMENTS . . . . . . . . . . . . . . . . . . . $6,702,370 $6,817,822
========== ==========
</TABLE>
16
<PAGE> 17
<TABLE>
LDI CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE II
Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1993
<CAPTION>
(a) (b) (c) (d) (e) (f)
Identity of Party Description of Purchase Selling Lease Expense
Involved Asset Price Price Rental Incurred
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Series of Transactions:
- - -----------------------
Bond Fund of America Shares of Mutual $429,384 None
Fund
Investment Company of Shares of Mutual 448,957 None
America Fund
New Perspective Fund, Shares of Mutual 432,313 None
Inc. Fund
NCC Money Market Funds Shares of Money 2,519,457 None
Market Fund
NCC Money Market Funds Shares of Money $2,493,922 None
Market Fund
National City Bank Units of Fed. Trust 2,668,773 None
for U.S. Treasury
Obligations
National City Bank Units of Fed. Trust 2,780,184 None
for U.S. Treasury
Obligations
Individual Transactions:
------------------------
National City Bank Units of Fed. Trust 282,150 None
for U.S. Treasury
Obligations
National City Bank Units of Fed. Trust 481,977 None
for U.S. Treasury
Obligations
National City Bank Units of Fed. Trust 464,505 None
for U.S. Treasury
Obligations
<CAPTION>
(a) (g) (h) (i)
Identity of Party Cost of Current Value Net gain or
Involved Asset of Asset (loss)
- - -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series of Transactions:
- - -----------------------
Bond Fund of America $429,384 $429,384 N/A
Investment Company of 448,957 448,957 N/A
America
New Perspective Fund, 432,313 432,313 N/A
Inc.
NCC Money Market Funds 2,519,457 2,519,457 N/A
NCC Money Market Funds 2,493,922 2,493,922 None
National City Bank 2,668,773 2,668,773 N/A
National City Bank 2,780,184 2,780,184 None
Individual Transactions:
------------------------
National City Bank 282,150 282,150 N/A
National City Bank 481,977 481,977 None
National City Bank 464,505 464,505 None
</TABLE>
17
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
LDI CORPORATION:
We consent to the incorporation by reference in the Registration Statement No.
33-17840 on Form S-8 of our report dated June 21, 1994 appearing in this Annual
Report on Form 11-K of LDI Corporation Retirement Savings Plan for the year
ended December 31, 1993.
Deloitte & Touche
Cleveland, Ohio
June 28, 1994
18
