<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, 1994 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file 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
4770 Hinckley Industrial
Parkway Cleveland, Ohio 44109
REQUIRED INFORMATION
The following financial statements and exhibits are filed as part of the annual
report:
A. Financial Statements
Independent Auditors' Report
Statements of Net Assets and Participants' Equity as of
December 31, 1994 and 1993
Statements of Earnings and Changes in Participants' Equity for
the years ended December 31, 1994, 1993, and 1992
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
Independent Auditors' Consent
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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, 1995
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NUMBER
------------------- -----------
<S> <C> <C>
Exhibit 23 Independent Auditors' Consent 18
</TABLE>
2
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LDI CORPORATION RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
3
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LDI CORPORATION RETIREMENT SAVINGS PLAN
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT 5
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 AND 1993
AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1994:
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, 1994
AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 16
Item 27d - Schedule of Reportable Transactions 17
</TABLE>
4
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INDEPENDENT AUDITORS' REPORT
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, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994, 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, 1994 and 1993, and the earnings and changes in participants'
equity for each of the three years in the period ended December 31, 1994 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.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Cleveland, Ohio
June 23, 1995
5
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AND PARTICIPANTS' EQUITY
DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LDI MONEY DOMESTIC GLOBAL GUARANTEED PARTICIPANT
STOCK MARKET BOND EQUITY EQUITY INVESTMENT LOAN PENSION
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 68 $ 68
Investments
LDI Corporation Common Stock $232,132 232,132
Mutual Funds:
Cash Mgmt. Trust of America $521,444 521,444
Bond Fund of America $453,149 453,149
Investment Co. of America $1,646,404 1,646,404
New Perspective $1,293,510 1,293,510
NCC Money Market Funds 11,602 38,177 13,813 29,577 27,764 120,933
NCC Capital Preservation Fund $42,307 42,307
Insurance Contracts 189,694 189,694
Participant Loans Receivable 312,641 312,641
Contributions Receivable:
Employer 1,401 2,016 3,092 6,784 5,931 19,224
Participants 2,735 5,100 7,471 15,379 14,470 45,155
Fund Transfers Receivable 81,232 39,108 34,305 154,645
Assets to be Transferred
from Pension Plan $4,010,000 4,010,000
Accrued Interest and Other 26 3,175 367 1,754 5,322
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
Total 247,870 647,995 519,808 1,732,816 1,343,429 232,001 312,709 4,010,000 9,046,628
LIABILITIES:
Cash overdraft (51,861) (51,861)
Fund Transfers Payable (7,306) (57,540) (6,558) (83,241) (154,645)
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
PARTICIPANTS' EQUITY $240,564 $647,995 $519,808 $1,732,816 $1,285,889 $173,582 $229,468 $4,010,000 $8,840,122
======== ======== ======== ========== ========== ======== ======== ========== ==========
</TABLE>
See the accompanying notes to financial statements.
6
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- -----------------------
STATEMENT OF NET ASSETS AND PARTICIPANTS' EQUITY
DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LDI MONEY DOMESTIC GLOBAL GUARANTEED PARTICIPANT
STOCK MARKET BOND EQUITY EQUITY INVESTMENT LOAN
FUND FUND FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $53,127 $ 53,127
Investments:
LDI Corporation Common Stock $456,344 456,344
Mutual Funds:
Cash Mgmt. Trust of America $594,596 594,596
Bond Fund of America $864,397 864,397
Investment Co. of America $2,680,423 2,680,423
New Perspective $1,297,598 1,297,598
NCC Money Market Funds 12,443 32,083 42,997 36,954 124,477
NCC Capital
Preservation Fund $54,080 54,080
Federated Trust for U.S.
Treasury Obligations 179,699 43,474 223,173
Insurance Contracts 177,848 177,848
Participant Loans Receivbable 344,886 344,886
Contributions Receivable:
Employer 5,144 3,584 6,479 11,373 7,278 33,858
Participants 9,615 8,236 13,522 24,925 17,070 73,368
Fund Transfers Receivable 5,645 2,526 14,794 21,597 19,012 36 63,610
Accrued Interest and Other 414 1,320 19,615 65 7,440 1,277 30,131
-------- -------- -------- ---------- ---------- -------- -------- ---------
Total 656,861 622,705 950,890 2,781,380 1,385,352 276,715 398,013 7,071,916
Fund Transfers Payable (63,610) (63,610)
-------- -------- -------- ---------- ---------- -------- -------- ----------
PARTICIPANTS' EQUITY $656,861 $622,705 $950,890 $2,781,380 $1,385,352 $276,715 $334,403 $7,008,306
======== ======== ======== ========== ========== ======== ======== ==========
</TABLE>
See the accompanying notes to financial statements.
7
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- -----------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LDI MONEY DOMESTIC GLOBAL GUARANTEED PARTICIPANT
STOCK MARKET BOND EQUITY EQUITY INVESTMENT LOAN PENSION
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest $ 6,510 $ 518 $ 1,141 $ 3,265 $ 2,000 $ 14,237 $ 20,342 $ $ 48,013
Dividends 2,608 19,318 55,573 120,842 96,946 295,287
Net Appreciation
(Depreciation) in Fair
Value of Investments (214,065) (97,142) (108,071) (50,420) (469,698)
Contributions:
Participants 73,566 82,865 154,312 366,325 323,643 1,000,711
Employer Matching 38,026 36,700 66,895 159,810 133,205 434,636
Rollover Contributions Received 17,471 227 11,045 27,405 56,148
Assets to be Transferred
from Pension Plan $4,010,000 4,010,000
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
Total (93,355) 156,872 181,006 553,216 532,779 14,237 20,342 4,010,000 5,375,097
DEDUCTIONS:
Distributions to
Participants (234,890) (216,462) (308,682) (982,528) (653,478) (89,406) (2,485,446)
Transfers to MRK Plan (4,901) (92,794) (125,601) (415,575) (418,964) (1,057,835)
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
Total (239,791) (309,256) (434,283) (1,398,103) (1,072,442) (89,406) (3,543,281)
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
FUND TRANSFERS-NET (83,151) 177,674 (177,805) (203,677) 440,200 (27,964) (125,277) 0
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
CHANGE IN PARTICIPANTS'
EQUITY (416,297) 25,290 (431,082) (1,048,564) (99,463) (103,133) (104,935) 4,010,000 1,831,816
BEGINNING PARTICIPANTS'
EQUITY 656,861 622,705 950,890 2,781,380 1,385,352 276,715 334,403 0 7,008,306
-------- -------- -------- ---------- ---------- -------- -------- ---------- ----------
ENDING PARTICIPANTS' EQUITY $240,564 $647,995 $519,808 $1,732,816 $1,285,889 $173,582 $229,468 $4,010,000 $8,840,122
======== ======== ======== ========== ========== ======== ======== ========== ==========
</TABLE>
See the accompanying notes to financial statements.
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
- -----------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
MONEY DOMESTIC GLOBAL GUARANTEED PARTICIPANT
LDI STOCK MARKET BOND EQUITY EQUITY INVESTMENT LOAN
FUND FUND FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest $3,628 $ 2,007 $ 2,507 $3,712 $1,861 $22,124 $25,793 $61,632
Dividends 7,823 12,564 70,358 163,782 46,172 300,699
Net Appreciation (Depreciation) in
Fair Value of Investments (16,298) 7,456 104,372 170,967 266,497
Contributions:
Participants 115,050 120,243 194,031 474,915 229,415 1,133,654
Employer Matching 73,083 54,120 87,057 206,789 98,450 519,499
Rollover Contributions Received 217 13,219 62,615 11,213 12,111 99,375
-------- -------- -------- ---------- ---------- -------- -------- ----------
Total 183,503 202,153 424,024 964,783 558,976 22,124 25,793 2,381,356
DEDUCTION:
Distributions to Participants (50,052) (109,397) (154,380) (385,265) (129,142) (40,892) (869,128)
FUND TRANSFERS-NET (26,416) (6,954) 96,617 (114,889) 188,053 (83,184) (53,227) 0
-------- -------- -------- ---------- ---------- -------- -------- ----------
CHANGE IN PARTICIPANTS' EQUITY 107,035 85,802 366,261 464,629 617,887 (101,952) (27,434) 1,512,228
BEGINNING PARTICIPANTS' EQUITY 549,826 536,903 584,629 2,316,751 767,465 378,667 361,837 5,496,078
-------- -------- -------- ---------- ---------- -------- -------- ----------
ENDING PARTICIPANTS' EQUITY $656,861 $622,705 $950,890 $2,781,380 $1,385,352 $276,715 $334,403 $7,008,306
======== ======== ======== ========== ========== ======== ======== ==========
</TABLE>
See the accompanying notes to financial statements.
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<TABLE>
LDI CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LDI MONEY DOMESTIC GLOBAL GUARANTEED PARTICIPANT
STOCK MARKET BOND EQUITY EQUITY INVESTMENT LOAN
FUND FUND FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Interest $ 1,068 $ 1,869 $ 2,039 $ 5,376 $ 2,214 $ 32,847 $ 20,876 $ 66,289
Dividends 7,820 30,852 89,829 13,411 141,912
Net Appreciation (Depreciation)
in Fair Value of Investments (476,022) 8,370 48,900 3,413 (415,339)
Contributions:
Participants 105,386 97,590 142,984 450,069 187,059 983,088
Employer Matching 54,909 46,910 64,519 199,287 83,364 448,989
Rollover Contributions Received 25,654 16,180 35,072 119,068 18,061 214,035
-------- -------- -------- ---------- -------- -------- -------- ----------
Total (289,005) 170,369 283,836 912,529 307,522 32,847 20,876 1,438,974
DEDUCTION:
Distributions to Participants (83,875) (73,860) (46,027) (198,115) (56,841) (120,234) (578,952)
FUND TRANSFERS-NET (76,987) 180,108 54,105 (106,847) (14,816) (171,448) 135,885 0
-------- -------- -------- ---------- -------- -------- -------- ----------
CHANGE IN PARTICIPANTS' EQUITY (449,867) 276,617 291,914 607,567 235,865 (258,835) 156,761 860,022
BEGINNING PARTICIPANTS' EQUITY 999,693 260,286 292,715 1,709,184 531,600 637,502 205,076 4,636,056
-------- -------- -------- ---------- -------- -------- -------- ----------
ENDING PARTICIPANTS' EQUITY $549,826 $536,903 $584,629 $2,316,751 $767,465 $378,667 $361,837 $5,496,078
======== ======== ======== ========== ======== ======== ======== ==========
</TABLE>
See the accompanying notes to financial statements.
10
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LDI CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
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 shares of LDI Corporation common stock.
ELIGIBILITY - All full time salaried employees of the Company are
eligible to participate in the Plan. 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 - Eligible employees must
satisfy applicable service requirements for participation and may make
contributions from their compensation; however, employees may also
participate in Employer Special Contributions without making
contributions from their compensation. Eligible employees
("Contributing Participants") may have the employer reduce their
compensation and contribute an amount equal to such reductions to the
LDI Corporation Retirement Savings Plan Trust (the "Trust")
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, an
individual may initiate or revise 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 Company.
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For 1994, a participant's Participant Elected Contributions
could not exceed $9,240. 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 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 the Trust. 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.
The Plan has the following six investment options:
(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, 1994, there were 99 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, 1994,
there were 104 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, 1994, there were 138 participants in this fund.
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(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, 1994, there were 201
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, 1994, there were 188 participants in this fund.
(f) The Participant Loan Fund makes loans to participants in
accordance with the Plan provisions. At December 31, 1994,
there were 49 participants in this fund.
Prior to July 1, 1991, participants could also invest in the Guaranteed
Investment Fund which consists of the NCC Capital Preservation Fund and
contracts issued by a life insurance company selected from time to time by the
Pension Investment and Retirement Savings Investment Committee (the
"Committee"). 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 Elected Contributions and earnings
thereon are immediately and fully vested. Employer Matching Contributions and
Employer Special Contributions by the Company vest at a rate of 20% for each
year of eligibility service (as defined), becoming completely vested after five
years of service, 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.
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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, 1994 and 1993, participants who have withdrawn
from the Plan were due $828,000 and $248,000, respectively.
EXPENSES - Expenses in connection with administration of the Plan are paid by
the Company, which, for the years ended December 31, 1994, 1993, and 1992 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, 1994, 1993, and 1992 consisted of the following:
<TABLE>
<CAPTION>
1994 1993 1992
--------- -------- -------
<S> <C> <C> <C>
LDI Stock Fund - LDI Corporation
Common Stock $(214,065) $(16,298) $(476,022)
Bond Fund - Bond Fund of America (97,142) 7,456 8,370
Domestic Equity Fund - Investment Company of America (108,071) 104,372 48,900
Global Equity Fund - New Perspective Fund (50,420) (170,967) 3,413
</TABLE>
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4. SECURITY TRANSACTIONS WITH PARTY-IN-INTEREST
The LDI Stock Fund invests in shares of common stock of LDI Corporation. There
were 34,654 shares acquired during 1994. No shares were purchased in 1993 or
1992. No shares were sold during 1994 or 1993. The value of shares sold
during 1992 was not material.
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. STRATEGIC REALIGNMENT
During 1994, 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 was substantially reduced due to
employee terminations and business divestitures. The Board of Directors amended
the Plan to fully vest the account balances of all participants that incurred a
separation from service with the Company during the period from March l through
June 30, 1994 or that are eligible for benefits under the "Phase II -
Transitional Employees" portion of the "Corporate Personnel Restructuring
Program" adopted by the Board on March 7, 1994.
As part of the strategic plan, on May 31, 1994, the Company sold to the
predecessor of MRK Technologies, Ltd. ("MRK"), substantially all of the assets
of a subsidiary and a division. Michael R. Kennedy, who is a principal
shareholder of the Company and formerly a member of the Committee, is the
Chairman and Chief Executive Officer and one of the principal members of MRK.
In conjunction with the sale, certain employees were terminated by the Company
and hired by MRK. Pursuant to the agreement between the Company and MRK, the
participants' accounts and related assets of the Plan for these employees were
transferred from the Plan to the MRK Retirement Savings Plan (the "MRK Plan").
7. PLAN RECEIVABLE
The Board of Directors of the Company, in conjunction with the strategic
realignment, decided to merge the LDI Corporation Pension Plan and Trust
("Pension Plan") into the Plan. This Plan will incorporate a new fund known as
the Pension Fund, a nonparticipant-directed investment fund. The Pension Plan
assets had not transferred as of December 31, 1994 and therefore amounts due
from the Pension Plan were reflected in the Plan's financial statements for
1994 in the Pension Fund column. The amounts due from the Pension Plan at
December 31, 1994 represent the Pension Plan's estimated net assets available
for benefits at that date. The assets transferred will include actual
investment net earnings of the Pension Plan less distributions to participants
and other deductions through the date of transfer.
15
<PAGE> 16
LDI CORPORATION
RETIREMENT SAVINGS PLAN
SCHEDULE I
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31,
1994
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
CURRENT
ISSUER/DESCRIPTION OF INVESTMENT COST VALUE
-------------------------------- -------- ----------
<S> <C> <C> <C>
LDI STOCK FUND:
* LDI Corporation Common Stock (59,905 shares) $ 533,387 $ 232,132
* Federated Trust for U.S. Treasury Obligations 11,602 11,602
--------- ---------
Total LDI Stock Fund 544,989 243,734
-------- ----------
MONEY MARKET FUND:
* NCC Money Market Funds 38,177 38,177
Cash Management Trust of America 521,444 521,444
---------- ----------
Total Money Market Fund 559,621 559,621
---------- ----------
BOND FUND:
* NCC Money Market Funds 13,813 13,813
Bond Fund of America 496,627 453,149
---------- ----------
Total Bond Fund 510,440 466,962
---------- ----------
DOMESTIC EQUITY FUND:
* NCC Money Market Funds 29,577 29,577
Investment Company of America 1,605,615 1,646,404
---------- ---------
Total Domestic Equity Fund 1,635,192 1,675,981
---------- ---------
GLOBAL EQUITY FUND:
* NCC Money Market Funds 27,764 27,764
New Perspective Fund, Inc. 1,225,335 1,293,510
---------- ----------
Total Global Equity Fund 1,253,099 1,321,274
---------- ----------
GUARANTEED INVESTMENT FUND:
Insurance Contracts with Hartford Life Insurance
Company 189,694 189,694
* NCC Capital Preservation Fund 42,307 42,307
---------- ----------
Total Guaranteed Investment Fund 232,001 232,001
---------- ----------
LOANS TO PARTICIPANTS (7.0% - 9.5%) 0 312,641
-------------- ----------
TOTAL INVESTMENTS $4,735,342 $4,812,214
========== ==========
</TABLE>
* Party-in-Interest Investments.
16
<PAGE> 17
<TABLE>
LDI CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE II
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
CURRENT NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE SELLING LEASE EXPENSE COST OF VALUE OF GAIN OR
PRICE PRICE RENTAL INCURRED ASSET ASSET (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
- ----------------------
Bond Fund of America Shares of Mutual Fund $ 589,450 None $ 619,015 $ 589,450 $(29,565)
Investment Company of
America Shares of Mutual Fund $ 539,800 None 539,800 $ 539,800 N/A
Investment Company of
America Shares of Mutual Fund 1,465,750 None 1,361,208 1,465,750 104,542
New Perspective Fund, Shares of Mutual Fund 817,109 None 817,109 817,109 N/A
Inc.
New Perspective Funds, Shares of Mutual Fund 770,775 None 684,841 770,775 85,934
Inc.
NCC Money Market Funds Shares of Money Market Fund 3,736,817 None 3,736,817 3,736,817 N/A
NCC Money Market Funds Shares of Money Market Fund 3,653,932 None 3,653,932 3,653,932 None
National City Bank Units of Fed. Trust for U.S.
Treasury Obligations 1,012,278 None 1,012,278 1,012,278 N/A
National City Bank Units of Fed. Trust for U.S.
Treasury Obligations 1,235,550 None 1,235,550 1,235,550 None
Individual Transactions:
- ------------------------
Investment Company of
America Shares of Mutual Fund 584,882 None 549,167 584,882 35,715
New Perspective Funds, Shares of Mutual Fund 395,600 None 353,157 395,600 42,443
Inc.
</TABLE>
17
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
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 23, 1995 appearing in this Annual
Report on Form 11-K of LDI Corporation Retirement Savings Plan for the year
ended December 31, 1994.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Cleveland, Ohio
June 28, 1995
18
