<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
/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 No.: 33-37791
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
CAMBREX CORPORATION SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
the plan and the address of its principal executive office:
CAMBREX CORPORATION
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073
<PAGE> 2
REQUIRED INFORMATION
(A) FINANCIAL STATEMENTS FOR THE PLAN
Independent auditors' report
Statement of Net Assets available for Plan Benefits at
December 31, 1993
Statement of Net Assets available for Plan Benefits at
December 31, 1992
Statement of Changes in Net Assets available for Plan Benefits
for the year ended December 31, 1993
Statement of Changes in Net Assets available for Plan Benefits
for the year ended December 31, 1992
Notes to financial statements
Schedule 1 - Schedule of Assets Held for Investment Purposes
Schedule 2 - Schedule of 5% Reportable Transactions
- 2 -
<PAGE> 3
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administration Committee of the Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Cambrex Corporation Savings Plan
Date December 28, 1994 /s/ Peter Tracey
----------------- ---------------------------------
Peter Tracey
Member
Administration Committee
- 3 -
<PAGE> 4
[COOPERS & LYBRAND LOGO]
CAMBREX CORPORATION SAVINGS PLAN
Financial Statements
December 31, 1993 and 1992
<PAGE> 5
CAMBREX CORPORATION SAVINGS PLAN
INDEX
Page No.
--------
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1993 2
Statement of Net Assets Available for Plan Benefits
as of December 31, 1992 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1993 4
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1992 5
Notes to Financial Statements 6-11
Supplemental Schedules:
Schedule 1 - Item 27(a) - Schedule of Assets Held for
Investment Purposes 12
Schedule 2 - Item 27(d) - Schedule of 5% Reportable
Transactions 13
<PAGE> 6
[COOPERS & LYBRAND LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Cambrex Corporation:
We have audited the accompanying statement of net assets available for benefits
of The Cambrex Corporation Savings Plan (the "Plan") as of December 31, 1993
and 1992, and the related statement of changes in net assets available for
benefits for the years then ended. 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 audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions 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. The Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for 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 the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
August 31, 1994
1
<PAGE> 7
CAMBREX CORPORATION SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Travelers Cambrex Growth Asset
Total Funds G.I.C. Stock Magellan & Income Manager
----------- --------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Participation in Fidelity
Investments $25,697,323 3,548,476 7,016,613 2,762,578 5,080,326 4,887,612
Other:
Employer contributions
receivable 149 149
Employee loans receivable 776,240
----------- --------- --------- --------- --------- ---------
26,473,712 3,548,476 7,016,762 2,762,578 5,080,326 4,887,612
Liabilities:
Employee excess contributions payable 4,317 119 1,527 1,395 1,254
----------- --------- --------- --------- --------- ---------
Net assets available for plan benefits $26,469,395 3,548,476 7,016,643 2,761,051 5,078,931 4,886,358
=========== ========= ========= ========= ========= =========
Number of units outstanding 3,548,476 501,904 38,992 228,638 317,377
========= ======= ====== ======= =======
Net asset value per unit $1.00 $13.98 $70.85 $22.22 $15.40
===== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Gov't Short &
Money Mkt IntermGov't Loans
--------- ----------- -----
<S> <C> <C> <C>
Assets:
Investments:
Participation in Fidelity
Investments 1,879,322 522,396
Other:
Employer contributions
receivable
Employee loans receivable 776,240
--------- ------- -------
1,879,322 522,396 776,240
Liabilities:
Employee excess contributions payable 22
--------- ------- -------
Net assets available for plan benefits 1,879,300 522,396 776,240
========= ======= =======
Number of units outstanding 1,879,322 52,874
========= ======
Net asset value per unit $1.00 $9.88
===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 8
CAMBREX CORPORATION SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
Travelers Cambrex Growth Asset
Total Funds G.I.C. Stock Magellan & Income Manager
----------- --------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Participation in Fidelity Investments $18,675,841 7,061,554 4,395,403 40,623 3,203,219 2,926,186
Other:
Employee contributions receivable 555
Employer contributions receivable 340 340
Employee loans receivable 406,221
----------- --------- --------- ------ --------- ---------
19,082,957 7,061,554 4,395,743 40,623 3,203,219 2,926,186
Liabilities:
Employee excess contributions payable 524 228 228
Employer excess contributions payable 202 202
----------- --------- --------- ------ --------- ---------
Net assets available for plan benefits $19,082,231 7,061,554 4,395,541 40,623 3,202,991 2,925,958
=========== ========= ========= ====== ========= =========
Number of units outstanding 7,061,554 375,687 645 162,506 218,845
========= ======= === ======= =======
Net asset value per unit $1.00 $11.70 $63.01 $19.71 $13.37
===== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Gov't Short &
Money Mkt IntermGov't Loans
--------- ----------- -----
<S> <C> <C> <C>
Assets:
Investments:
Participation in Fidelity Investments 1,025,853 23,003
Other:
Employee contributions receivable 555
Employer contributions receivable
Employee loans receivable 406,221
--------- ------ -------
1,026,408 23,003 406,221
Liabilities:
Employee excess contributions payable 68
Employer excess contributions payable
--------- ------ -------
Net assets available for plan benefits 1,026,340 23,003 406,221
========= ====== =======
Number of units outstanding 1,026,340 2,321
========= =====
Net asset value per unit $1.00 $9.91
===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 9
<TABLE>
<CAPTION>
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
Fidelity Investments
--------------------------------------------------------------------------------------------
Short &
Travelers Cambrex Growth Asset Gov't Int.
Total Funds G.I.C. Stock Magellan & Income Manager Money Mkt Gov't Loan
----------- ---------- --------- --------- --------- --------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 2,564,021 285,774 314,498 660,936 506,511 750,972 45,329
Rollovers 1,078,876 110,946 380,144 230,506 199,235 97,538 60,507
Employer 1,431,639 1,431,639
----------- ---------- --------- --------- --------- --------- --------- -------
Total Contributions 5,074,536 1,828,359 694,642 891,442 705,746 848,510 105,836
Net Appreciation
(Depreciation)
in the fair value of
Investments 2,069,066 962,341 78,376 474,216 558,707 (3) (4,570)
Interest & Dividends 1,152,641 327,285 199,287 275,316 297,276 35,492 17,985
Loan Interest 58,656 14,261 4,811 9,918 10,167 18,496 1,003
Loan issuances (80,797) (21,633) (72,597) (171,946) (128,488) (70,913) (4,127) 550,500
Loan repayments 49,708 38,643 39,942 44,613 162 2,925 (175,993)
Forfeiture usage (9,789) (3,680) 18,534 261 (15,176) (8,920) (807)
Transfer among funds (3,411,894) (89,402) 1,794,236 548,463 692,885 83,994 381,718
----------- ---------- --------- --------- --------- --------- --------- ------- --------
TOTAL ADDITIONS 8,345,110 (3,169,086) 2,762,168 2,737,659 2,052,175 2,171,986 914,931 500,770 374,507
----------- ---------- --------- --------- --------- --------- --------- ------- --------
DEDUCTIONS:
Participants'
withdrawals (957,946) (343,993) (141,066) (17,230) (176,234) (211,586) (61,971) (1,378) (4,488)
----------- ---------- --------- --------- --------- --------- --------- ------- --------
NET ADDITIONS 7,387,164 (3,513,079) 2,621,102 2,720,429 1,875,941 1,960,400 852,960 499,392 370,019
Net assets available
for plan benefits at
beginning of year 19,082,231 7,061,554 4,395,541 40,623 3,202,991 2,925,958 1,026,340 23,003 406,221
----------- ---------- --------- --------- --------- --------- --------- ------- --------
Net assets available
for plan benefits at
end of year $26,469,395 3,548,475 7,016,643 2,761,052 5,078,932 4,886,358 1,879,300 522,395 776,240
=========== ========== ========= ========= ========= ========= ========= ======= ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
4
<PAGE> 10
<TABLE>
<CAPTION>
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
Fidelity Investments
------------------------------------------------------------------
Travelers Cambrex Growth Asset Gov't
Total Funds G.I.C. Stock Magellan & Income Manager Money Mkt
----------- --------- --------- -------- --------- --------- ---------
ADDITIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 1,956,875 77,786 131 178,449 140,323 383,920
Rollovers 2,162,372 132,413 39,872 741,251 532,952 544,279
Employer 1,147,159 448,695
----------- --------- --------- ------ --------- --------- ---------
Total Contributions 5,266,406 658,894 40,003 919,700 673,275 928,199
Net Appreciation (Depreciation) in 1,694,163 517,004 (371) 123,161 (27,402)
the fair value of Investments
Interest & Dividends 969,209 200,554 991 53,582 133,265 5,410
Loan Interest 34,970 12,649
Loan issuances
Loan repayments 80,082
Transfer among funds 6,861,000 3,219,643 2,106,548 2,146,820
TOTAL ADDITIONS 7,964,748 7,061,554 4,395,541 40,623 3,202,991 2,925,958 1,026,340
----------- --------- --------- ------ --------- --------- ---------
DEDUCTIONS:
Participants' withdrawals (1,790,911)
----------- --------- --------- ------ --------- --------- ---------
NET ADDITIONS 6,173,837 7,061,554 4,395,541 40,623 3,202,991 2,925,958 1,026,340
Net assets available for plan benefits at
beginning of year 12,908,394
----------- --------- --------- ------ --------- --------- ---------
Net assets available for plan benefits at
end of year $19,082,231 7,061,554 4,395,541 40,623 3,202,991 2,925,958 1,026,340
=========== ========= ========= ====== ========= ========= =========
Fidelity
Investments State Street Bank & Trust Company
----------- ----------------------------------------------------
Short & Murphy Sterling Travelers Cambrex
Int.Gov't Capital Advisors G.I.C. Stock Loan
----------- ---------- ---------- ---------- ---------- --------
ADDITIONS:
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee 155,547 117,900 810,251 92,568
Rollovers 22,977 7,359 55,265 74,389 11,615
Employer 698,464
------ ---------- ---------- ---------- ---------- --------
Total Contributions 22,977 162,906 173,165 884,640 802,647
Net Appreciation (Depreciation) in (42) (60,101) (12,038) 1,153,952
the fair value of Investments
Interest & Dividends 68 32,068 71,983 427,377 43,911
Loan Interest 2,689 2,579 16,543 510
Loan issuances (33,647) (65,826) (76,027) 175,500
Loan repayments 19,823 21,724 66,569 1,061 (189,259)
Transfer among funds (1,685,615) (1,645,453) (7,917,358) (3,085,585)
TOTAL ADDITIONS 23,003 (1,561,877) (1,453,866) (6,598,256) (1,083,504) (13,759)
------ ---------- ---------- ---------- ---------- --------
DEDUCTIONS:
Participants' withdrawals (231,302) (205,332) (1,012,204) (342,073)
------ ---------- ---------- ---------- ---------- --------
NET ADDITIONS 23,003 (1,793,179) (1,659,198) (7,610,460) (1,425,577) (13,759)
Net assets available for plan benefits at
beginning of year 1,793,179 1,659,198 7,610,460 1,425,577 419,980
------ ---------- ---------- ---------- ---------- --------
Net assets available for plan benefits at
end of year 23,003 406,221
====== ========== ========== ========== ========== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
<PAGE> 11
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements
(1) DESCRIPTION OF PLAN
The following brief description of the Cambrex Corporation
Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document
for more complete information.
(A) GENERAL
The Plan is a defined contribution plan to provide all employees of
Cambrex Corporation (the "Company") and its subsidiaries a vehicle to
accumulate savings.
As of September 1, 1992, Fidelity Investments replaced State Street
Bank & Trust Company as the Trustee. All the assets were transferred
from State Street Bank & Trust Company to Fidelity Investments by
September 10, 1992, except for small amounts to meet payments in
process. The Travelers Fixed Income G.I.C. fund was frozen on
December 31, 1992 and is being liquidated over a 5 year period.
(B) ELIGIBILITY FOR PARTICIPATION
Each employee who was a participant in a previous plan shall continue
as a participant under the provisions of the Plan as of the Effective
Date. All other employees, unless covered under a collective
bargaining agreement which does not permit participation in the Plan
or is a temporary or part-time employee scheduled to work less than
20 hours per week, are eligible to participate in the Plan on the
first of the month following completion of thirty consecutive days of
service.
(C) CONTRIBUTIONS
A participant may elect to make, through payroll deduction,
contributions in whole percentages of at least 1%, and not more than
12% of his compensation on a before-tax or after-tax basis.
Participant contributions may not exceed the legal limit. The
Company matches 100% of the employee's contribution based on the
first 3% of his compensation; 50% of the contribution based on the
succeeding 3%; and no match with respect to contributions in excess
of 6%. All Company matching is made in Company stock. During 1993
and 1992, the Company match was made in treasury shares. Active
participants who are covered by a collective bargaining agreement to
which the Company is a party are not entitled to matching employer
contributions unless the collective bargaining agreement specifically
provides otherwise.
During 1993 and 1992, the Company contributions were made out of
current net income.
6
<PAGE> 12
CAMBREX CORPORATION SAVINGS PLAN
Notes To Financial Statements, Continued
(1) DESCRIPTION OF PLAN: CONTINUED
(D) VESTING
A participant's interest in the employee contributions to the
Plan shall always be fully and immediately vested. A participant
interest in matching employer contributions shall be vested at a
rate of twenty percent (20%) for each year of service completed.
If not already fully vested under the preceding basis, a
participant shall be 100% vested in his matching employer
contributions upon normal retirement date, permanent disability,
or death. At the time of termination, any unvested employer
contributions are applied to a forfeiture account within the
Plan. These forfeited Company contributions are accumulated in a
forfeiture account until a sufficient balance is available to
reduce subsequent Company contributions. Forfeitures for 1993
and 1992 were $33,766 and $28,051, respectively, of which $9,786
was used during 1993 to satisfy employer contributions.
(E) WITHDRAWALS DURING EMPLOYMENT
A contributing participant may make withdrawals from the vested
portion of his after-tax account balance prior to his termination
of employment by filing a written request with the Plan
Administration Committee. Contributions are available only as
provided by IRS regulation. To expedite the transfer of assets
between trustees, withdrawals were prohibited between September
1, 1992 and December 31, 1992.
(F) DISTRIBUTION OF BENEFITS OTHER THAN WITHDRAWALS
A participant, upon termination of employment for reasons other
than retirement, death or disability, shall receive all vested
amounts in his account balances in all investment funds in the
form of a lump sum payment, in quarterly installments for not
less than five (5) years, or an annuity contract. Provided the
vested amount for distribution is in excess of $3,500, such
participant must elect to receive a distribution of benefit prior
to the first anniversary of his severance date or at age 65.
(G) DEATH, DISABILITY OR RETIREMENT
If a participant's termination of employment is due to death,
disability or retirement, all amounts credited to his account are
payable in one lump sum to him or his designated beneficiary.
(H) LOANS
The loan fund consists of loans to participants which are
subject to certain restrictions. The amounts borrowed are
transferred from the Funds on a proportional basis. On a monthly
basis, repayments of principal and interest are transferred to
the investment funds. The interest rate on loans is currently
6.5%. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) as updated from
time to time.
7
<PAGE> 13
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(1) DESCRIPTION OF PLAN: CONTINUED
(I) PLAN TERMINATION
Although the Company has not expressed any intention to do so,
the Company has the right under the Plan to temporarily or
permanently discontinue its employer contributions to the Plan or to
terminate or partially terminate the Plan at any time subject to the
provisions set forth by ERISA.
In the event of, and upon, the Company's termination or partial
termination of the Plan or complete discontinuance of contributions,
the interest in the portion of each participant's account balance
attributable to employer contributions shall become fully vested.
Unless the Company's Board of Directors deems otherwise,
termination of the Plan shall not accelerate any such payments for
the benefit of the participants or their beneficiaries, but the
assets shall continue to be held for distribution and application in
the manner prescribed by the Board.
(2) SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared on the accrual basis
of accounting.
(A) NET APPRECIATION (DEPRECIATION)
The Plan presents in the "Statement of Changes in Net Assets" the net
appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
(B) PLAN EXPENSES
Expenses of the Plan consist of fees charged by the Trustee and
miscellaneous administrative costs. All administrative expenses
incurred by the Plan are paid by the Company.
(C) CONTRIBUTIONS
Contributions to the Plan are recognized when authorized by the Plan
sponsor.
(D) FEDERAL INCOME TAXES
The Internal Revenue Service has issued a determination letter stating
that the Plan and its underlying trust qualify under the applicable
provisions of the Internal Revenue Code and, therefore, are exempt from
Federal income taxes. Although the Plan has been amended since
receiving the determination letter, the Plan administrator believes that
the Plan is currently designed and operated in compliance with the
applicable requirements of the Internal Revenue Code and therefore,
tax-exempt as of the financial statement date.
8
<PAGE> 14
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(2) SIGNIFICANT ACCOUNTING POLICIES: CONTINUED
(E) CONCENTRATIONS OF CREDIT RISK
The Plan's investments are self-directed by the participants in a
Trust managed by Fidelity Investments. As of December 31, 1993, 14%
of the investments are in Travelers Life Insurance guaranteed
investment contracts and 27% of the investments are in the Cambrex
Corporation Common Stock Fund. The remaining 59% represents marketable
securities in various industries.
As of December 31, 1993 and 1992, a significant portion of the Plan's
assets were invested in Guaranteed Investment Contracts ("GICs"). The
risk associated with GICs and their realizable value is dependent upon
the financial stability of the issuing entity and its ability to fulfill
the terms of the contracts.
In the opinion of management, the assets of the Plan are diversified to
such an extent that credit risk is minimized.
(3) INVESTMENT IN FIDELITY INVESTMENTS
The assets of the Plan are invested by the participants in several
funds at Fidelity Investments. The funds currently available to
participants are: Fidelity Growth & Income Portfolio, Fidelity Asset
Manager, Fidelity Government Money Market Portfolio, Fidelity Magellan
Fund, Fidelity Short & Intermediate Government Portfolio, and the
Cambrex Stock Fund. Fidelity Growth & Income Portfolio seeks long
term growth and a reasonable level of current income by investing in
companies which offer growth potential while paying current dividends.
Fidelity Asset Manager seeks high total return and reduced risk over
the long term by allocating its assets among stocks, bonds, and
short-term fixed income instruments. Fidelity Government Money Market
Portfolio seeks as high a level of current income as is consistent
with the preservation of capital and liquidity by investing in
obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities, and in money market instruments maturing in 397
days or less. Fidelity Magellan Fund is a large, diversified
portfolio of common stocks and convertible securities seeking
long-term growth of capital. Fidelity Institutional
Short-Intermediate Government Portfolio seeks to provide a high level
of current income in a manner consistent with preserving principal by
exclusively investing in obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
The number of participants in each fund as of December 31, 1993 were:
Fidelity Growth & Income Portfolio 501
Fidelity Asset Manager 425
Fidelity Government Money Market Portfolio 384
Fidelity Magellan Fund 336
Fidelity Short & Intermediate Government Portfolio 75
Cambrex Stock Fund 728
Travelers' GIC Fund 355
9
<PAGE> 15
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(3) INVESTMENT IN FIDELITY INVESTMENTS: CONTINUED
Calculations of the portion of the total fund to be allocated to the
Plan have been made by Fidelity Investments (the "Trustee"). The
assets held by each fund are described in the prospectus of the fund
which are available to the Plan participants. Each fund offers
different investment opportunities from assets consisting of cash and
short-term investments, corporate bonds, common stocks, preferred
stocks, and government securities. Securities traded on a national
securities exchange are valued at the last reported sales price of the
day. Securities traded on the over-the-counter market are valued at
the last reported bid price. Purchase and sale of securities are
reflected on a trade date basis with the gain or loss recognized on
the sale of securities being based on the average cost. Each fund has
its own investment managers who exercise discretionary authority
concerning investment vehicles within the fund.
The net investment gain includes interest and dividend income, net
gains or losses realized upon disposition of investments at fair
value, and net unrealized appreciation or depreciation of investments.
investment income and gains and losses have been allocated (monthly at
State Street prior to 9/1/92 and daily at Fidelity thereafter) in
proportion to the market values of the respective plans' adjusted for
contribution and distributions.
(4) INVESTMENT IN TRAVELERS FIXED INCOME G.I.C.
The investment in The Travelers' Guaranteed Investment Contract is
valued at the contract rate. As of December 31, 1992, the Company has
discontinued to offer the Travelers Fixed Income G.I.C. as an
investment alternative. As part of the discontinuance provisions of
the contract, a minimum of 20% per year is to be transferred out of
the travelers G.I.C. and is available for investment into the funds
based upon the employees current election options. The first transfer
was made on March 1, 1993.
(5) RELATED PARTY TRANSACTIONS
The fund invests in Cambrex Corporation common stock and maintains
3-4% liquidity. Employee contributions are used to buy units in the
fund. The employer matching contribution is made in stock issued by
Cambrex at the average of the high & low trading price on the day of
contribution. All other transactions of Cambrex Corporation common
shares are traded on the AMEX. Withdrawal from the Cambrex Stock Fund
for transfer to another investment fund is restricted to the employee
contributions, dividends, interest and appreciation thereon. These
Plan transactions are permitted under the Plan provisions and are
specifically exempt from any ERISA "Party in Interest" regulations.
10
<PAGE> 16
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(6) INVESTMENT IN CAMBREX CORPORATION MASTER TRUST
Through September 1, 1992, the Plan assets were maintained in the
Cambrex Corporation Master Trust (the Trust). The investment funds
which were available to participants were: MURPHY CAPITAL, an equity
growth fund managed by Murphy Capital Management, Inc.; STERLING
ADVISORS, an equity and fixed income balanced fund managed by Sterling
Advisors, a division of Gruntal and Company, Inc.; Travelers G.I.C,
the Travelers Fixed Income Guaranteed Investment Contract; CAMBREX
STOCK-EE, Cambrex Corporation Common Stock purchased with employee
contributions; CAMBREX STOCK-ER, Cambrex Corporation Common Stock
employer match fund. The Trust contained assets of several plans
sponsored by the Company. Calculations of the portion of total trust
fund assets to be allocated to the Plan were made by State Street Bank
and Trust Company, as trustee. Investment income and gains and losses
were allocated in proportion to the market values of the respective
plans adjusted for contributions and payments. The trustee and
investment managers exercised discretionary authority concerning
investments.
At December 31, 1992, the Plan had no participation in the Trust.
Interest and dividend income were recognized when earned, security
transactions were recognized on the trade date, contributions were
recognized when received, and benefits and expenses were recognized
when paid. Investments in securities were stated at current value,
which approximated current fair market value, as determined by the
trustees.
The investment income of the Trust for the year ended December 31,
1992 was as follows:
<TABLE>
<CAPTION>
1992
----
<S> <C>
Net realized gain from sales of investments $ 932,642
Net change in unrealized (depreciation)/appreciation of assets 106,605
Dividends and interest 1,142,590
----------
Total Investment Income $2,181,837
==========
Participation by the Plan in investment income of the Trust $1,657,152
==========
</TABLE>
11
<PAGE> 17
Schedule 1
CAMBREX CORPORATION SAVINGS PLAN
Item 27(a)- Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Description of Assets/Investment Units Cost Fair Value
- -------------------------------- ----- ---- ----------
INVESTMENTS MANAGED BY FIDELITY INVESTMENTS:
<S> <C> <C> <C>
Travelers GIC Fund 3,548,476 $ 3,548,476 $ 3,548,476
Cambrex Stock Fund 501,904 4,619,771 7,016,613
Fidelity Magellan Fund 38,992 2,700,107 2,762,578
Fidelity Growth & Income Portfolio 228,638 4,555,416 5,080,326
Fidelity Asset Manager 317,377 4,402,937 4,887,612
Fidelity Retirement Money Market Portfolio 1,879,322 1,879,322 1,879,322
Short-Intermediate Government Portfolio 52,874 527,036 522,396
----------- -----------
$22,233,065 $25,697,323
Participant Loans (Lowest & highest interest 776,240 $ 776,240
rates were 6.5% and 11.0% respectively) ----------- -----------
$23,009,305 $26,473,563
=========== ===========
</TABLE>
12
<PAGE> 18
Schedule 2
CAMBREX CORPORATION SAVINGS PLAN
Item 27(d)- Schedule of 5% Reportable Transactions
December 31, 1993
<TABLE>
<CAPTION>
Acquisitions Dispositions
---------------------- ----------------------
Number of Number of
Description of Assets/Investment Transactions Cost Transactions Proceeds
- -------------------------------- ------------ ---- ------------ --------
<S> <C> <C> <C> <C>
INVESTMENTS MANAGED BY
FIDELITY INVESTMENTS:
Travelers GIC Fund 21 $3,722,486
FMTC US Gov't Reserve 36 $5,724,637 157 5,882,318
Cambrex Stock Fund 144 2,123,497 115 464,646
Fidelity Magellan Fund 178 2,936,362 38 293,001
Fidelity Growth & Income Portfolio 170 2,284,316 93 881,628
Fidelity Asset Manager 170 2,385,144 89 982,602
Fidelity Retirement Money Market Portfolio 169 2,216,896 145 1,350,690
</TABLE>
13
