<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, 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 No.: 3-37791
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, 1994
Statement of Net Assets available for Plan Benefits at
December 31, 1993
Statement of Changes in Net Assets available for Plan Benefits
for the year ended December 31, 1994
Statement of Changes in Net Assets available for Plan Benefits
for the year ended December 31, 1993
Notes to financial statements
Schedule 1 - Schedule of Assets Held for Investment Purposes
Schedule 2 - Schedule of 5% Reportable Transactions
- 2 -
<PAGE> 3
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: 06/28/96 /s/ Peter Tracey
----------------------- ------------------------
June 28, 1996 Peter Tracey
Member
Administration Committee
- 3 -
<PAGE> 4
CAMBREX CORPORATION SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
<PAGE> 5
CAMBREX CORPORATION SAVINGS PLAN
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits With Fund Information
as of December 31, 1994 2
Statement of Net Assets Available for Plan Benefits With Fund Information
as of December 31, 1993 3
Statement of Changes in Net Assets Available for Plan Benefits
With Fund Information for the year ended December 31, 1994 4
Statement of Changes in Net Assets Available for Plan Benefits
With Fund Information for the year ended December 31, 1993 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
</TABLE>
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Cambrex Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of The Cambrex Corporation Savings Plan ("the Plan") as of December
31, 1994 and 1993, and the related statements of changes in net assets
available for plan 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 used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1994 and 1993, and the changes in net assets available for
plan 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 Security Act of 1974. The Fund Information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan 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.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 9, 1995
<PAGE> 7
CAMBREX CORPORATION SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits With Fund Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
-------------- ------------ ------------ --------------- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments $ 29,168,170 2,736,244 7,414,245 2,859,281 3,355,797
Other:
Employee Loans receivable 1,008,305
-------------- ------------ ------------ --------------- ------------
30,176,475 2,736,244 7,414,245 2,859,281 3,355,797
Liabilities:
Employee excess contributions payable 8,541 221 6,592 458
-------------- ------------ ------------ --------------- ------------
Net assets available for plan benefits $ 30,167,934 2,736,023 7,414,245 2,852,689 3,355,339
---------- --------- --------- --------- ---------
Number of units outstanding 2,736,244 413,056 159,285 50,236
--------- ------- ------- ------
Net asset value per unit $1.00 $17.95 $17.95 $66.80
----- ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
-------------- ------------ ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments 5,371,077 4,279,032 2,737,452 415,042
Other:
Employee Loans receivable 1,008,305
------------ ----------- ----------- ----------- ----------
5,371,077 4,279,032 2,737,452 415,042 1,008,305
Liabilities:
Employee excess contributions payable 158 394 718
------------ ----------- ----------- ----------- ----------
Net assets available for plan benefits 5,370,919 4,278,638 2,736,734 415,042 1,008,305
--------- --------- --------- ------- ---------
Number of units outstanding 254,674 309,402 2,737,452 45,212
------- ------- --------- ------
Net asset value per unit $21.09 $13.83 $1.00 $9.18
------ ------ ----- -----
</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 With Fund Information
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments $ 25,697,323 3,548,476 4,941,529 2,075,084 2,762,578
Other:
Employer Contributions receivable 149 149
Employee Loans receivable 776,240
------------- ----------- ---------- ---------- ----------
26,473,712 3,548,476 4,941,678 2,075,084 2,762,578
Liabilities:
Employee excess contributions payable 4,317 119 1,527
------------- ----------- ---------- ---------- ----------
Net assets available for plan benefits $ 26,469,395 3,548,476 4,941,678 2,074,965 2,761,051
---------- --------- --------- --------- ---------
Number of units outstanding 3,548,476 353,481 148,423 38,992
--------- ------- ------- ------
Net asset value per unit $1.00 $13.98 $13.98 $70.85
----- ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
----------- ---------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments 5,080,326 4,887,612 1,879,322 522,396
Other:
Employer Contributions receivable
Employee Loans receivable 776,240
----------- ---------- ---------- ----------- ------------
5,080,326 4,887,612 1,879,322 522,396 776,240
Liabilities:
Employee excess contributions payable 1,395 1,254 22
----------- ---------- ---------- ----------- ------------
Net assets available for plan benefits 5,078,931 4,886,358 1,879,300 522,396 776,240
--------- --------- --------- ------- -------
Number of units outstanding 228,638 317,377 1,879,322 52,874
------- ------- --------- ------
Net asset value per unit $22.22 $15.40 $1.00 $9.88
------ ------ ----- -----
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE> 9
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Fidelity Investments
--------------------------------------------------------------------
Travelers Cambrex Cambrex Growth
Total Funds G.I.C. Stock-ER Stock-EE Magellan & Income
--------------- ------------ ------------ ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 2,682,289 279,891 571,918 691,902
Rollovers 453,068 88,008 146,652 79,285
Employer 1,444,290 1,444,290
-------------- ------------ ----------- ---------- ----------- ----------
Total Contributions 4,579,647 1,444,290 367,899 718,570 771,187
Net Appreciation (Depreciation) in
the fair value of Investments 1,103,449 1,502,072 584,680 (186,808) (273,106)
Interest & Dividends 974,984 153,462 423 158 123,702 388,850
Loan Interest 61,064 8,968 2,711 8,299 13,795
Loan issuances (93,511) (33,371) (86,643) (143,007)
Loan repayments 42,478 12,755 30,846 68,037
Forfeiture usage 3,390 (223) 6,315 32 (1,138) (1,244)
Transfer among funds (318,866) (79,152) 43,252 281,951 (118,630)
-------------- ------------ ----------- ---------- ----------- ----------
TOTAL ADDITIONS 6,722,534 (259,138) 2,925,394 978,116 888,779 705,882
-------------- ------------ ----------- ---------- ----------- ----------
DEDUCTIONS:
Participants' withdrawals (3,023,995) (553,315) (452,827) (200,392) (294,491) (413,894)
-------------- ------------ ----------- ---------- ----------- ----------
NET ADDITIONS 3,698,539 (812,453) 2,472,567 777,724 594,288 291,988
Net assets available for plan benefits
at beginning of year 26,469,395 3,548,476 4,941,678 2,074,965 2,761,051 5,078,931
-------------- ------------ ----------- ---------- ----------- ----------
Net assets available for plan benefits
at end of year $ 30,167,934 2,736,023 7,414,245 2,852,689 3,355,339 5,370,919
============== ============ =========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
----------------------------------------------------------------
Asset Gov't Short &
Manager Money Mkt Interm Gov't Loans
-------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee 534,750 543,833 59,995
Rollovers 92,107 47,016
Employer
----------- --------- ---------- ----------
Total Contributions 626,857 590,849 59,995
Net Appreciation (Depreciation) in
the fair value of Investments (487,792) 2 (35,599)
Interest & Dividends 174,904 102,894 30,591
Loan Interest 11,926 13,603 1,762
Loan issuances (70,659) (121,050) (4,759) 553,000
Loan repayments 53,781 74,514 6,744 (289,155)
Forfeiture usage (352)
Transfer among funds (497,083) 850,339 (161,811)
----------- --------- ---------- ----------
TOTAL ADDITIONS (188,418) 1,511,151 (103,077) 263,845
----------- --------- ---------- ----------
DEDUCTIONS:
Participants' withdrawals (419,302) (653,717) (4,277) (31,780)
----------- --------- ---------- ----------
NET ADDITIONS (607,720) 857,434 (107,354) 232,065
Net assets available for plan benefits
at beginning of year 4,886,358 1,879,300 522,396 776,240
----------- --------- ---------- ----------
Net assets available for plan benefits
at end of year 4,278,638 2,736,734 415,042 1,008,305
=========== ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE> 10
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Fidelity Investments
--------------------------------------------------------------------
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
--------------- ------------------ ------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 2,564,020 285,774 314,498
Rollovers 1,078,876 110,946 380,144
Employer 1,431,639 1,431,639
-------------- -------------- ------------ ------------ -------------
Total Contributions 5,074,535 1,431,639 396,720 694,642
Net Appreciation (Depreciation) in
the fair value of Investments 2,069,065 671,834 290,507 78,375
Interest & Dividends 1,152,642 327,286 199,287
Loan Interest 58,657 11,347 2,915 4,811
Loan issuances (80,797) (21,633) (72,597)
Loan repayments 42,806 6,902 38,643
Forfeiture usage (9,788) (3,680) 18,534 261
Transfer among funds (3,411,894) (27,481) (61,921) 1,794,236
-------------- -------------- ------------ ------------ -------------
TOTAL ADDITIONS 8,345,111 (3,169,085) 2,148,679 613,490 2,737,658
-------------- -------------- ------------ ------------ -------------
DEDUCTIONS:
Participants' withdrawals (957,948) (343,993) (109,066) (32,002) (17,230)
-------------- -------------- ------------ ------------ -------------
NET ADDITIONS 7,387,163 (3,513,078) 2,039,613 581,488 2,720,428
Net assets available for plan benefits
at beginning of year 19,082,232 7,061,554 2,902,065 1,493,477 40,623
-------------- -------------- ------------ ------------ -------------
Net assets available for plan benefits
at end of year $ 26,469,395 3,548,476 4,941,678 2,074,965 2,761,051
============== ============== ============ ============ =============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
-----------------------------------------------------------------------------------
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
---------------- -------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee 660,936 506,511 750,972 45,329
Rollovers 230,506 199,235 97,538 60,507
Employer
------------- ------------- ------------- ------------- -------------
Total Contributions 891,442 705,746 848,510 105,836
Net Appreciation (Depreciation) in
the fair value of Investments 474,214 558,707 (3) (4,569)
Interest & Dividends 275,316 297,276 35,492 17,985
Loan Interest 9,918 10,167 18,496 1,003
Loan issuances (171,945) (128,488) (70,913) (4,127) 550,500
Loan repayments 39,942 44,613 162 2,925 (175,993)
Forfeiture usage (15,176) (8,920) (807)
Transfer among funds 548,463 692,885 83,994 381,718
------------- ------------- ------------- ------------- -------------
TOTAL ADDITIONS 2,052,174 2,171,986 914,931 500,771 374,507
------------- ------------- ------------- ------------- -------------
DEDUCTIONS:
Participants' withdrawals (176,234) (211,586) (61,971) (1,378) (4,488)
------------- ------------- ------------- ------------- -------------
NET ADDITIONS 1,875,940 1,960,400 852,960 499,393 370,019
Net assets available for plan benefits
at beginning of year 3,202,991 2,925,958 1,026,340 23,003 406,221
------------- ------------- ------------- ------------- -------------
Net assets available for plan benefits
at end of year 5,078,931 4,886,358 1,879,300 522,396 776,240
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
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 eligible
employees of Cambrex Corporation (the "Company") and its
subsidiaries a vehicle to accumulate savings.
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 1994
and 1993, 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.
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 1994 and 1993 were $58,876 and
$33,766, respectively. Cumulative unused balances in the forfeiture
accounts amounted to $127,772 and $59,052 at December 31, 1994 and
1993, respectively.
(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. Pre-tax contributions are available only as provided by
IRS regulation.
(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 at December 31, 1994 and 1993 were 8.25% and
6.5%, respectively. 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.
8
<PAGE> 14
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(2) SIGNIFICANT ACCOUNTING POLICIES: CONTINUED
(D) FEDERAL INCOME TAXES
The Internal Revenue Service issued it's latest determination letter
on December 5, 1994, which stated 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 being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision
for income taxes has been included in the Plan's financial
statements.
(E) CONCENTRATIONS OF CREDIT RISK
The Plan's investments are self-directed by the participants in a
Trust managed by Fidelity Investments with the exception of the
Cambrex Stock Fund, which is both participant and non-participant
directed. As of December 31, 1994 and 1993, respectively, Plan
investments are allocated as follows: 35% and 27% of the investments
are in the Cambrex Corporation Common Stock Fund, 18% and 20% in the
Growth and Income Fund, 15% and 19% in the Asset Manager Fund, 12%
and 11% in the Magellan Fund, 9% and 7% in the Government Money
Market Fund, 9% and 14% in the Travelers Life Insurance Guaranteed
Investment Contracts, and 2% and 2% in the Short & Intermediate
Government Fund, respectively.
As of December 31, 1994 and 1993, 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.
As of December 31, 1994, the concentration in the Cambrex
Corporation Common Stock Fund was $10.3 million or 35% of the Plan.
A significant portion ($2.9 million or 10%) of the Plan's assets
were invested at the direction of the Plan participants in the
Cambrex Corporation Common Stock Fund. The balance of this fund
($7.4 million or 25%) is attributable to employer matching
contributions made solely in company stock. This fund bears the
risk associated with a single stock investment.
Funds offered within the Plan are diversified, allowing employees to
self-direct participation on a broad range of Funds being offered.
Employer matching contributions are made directly into the Cambrex
Corporation Common Stock fund and cannnot be transferred by
participants until reaching age 55, as provided under Plan
provisions.
9
<PAGE> 15
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(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. 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, 1994 and 1993
were:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Fidelity Growth & Income Portfolio 517 501
Fidelity Asset Manager 439 425
Fidelity Government Money Market Portfolio 362 384
Fidelity Magellan Fund 386 336
Fidelity Short & Intermediate Government Portfolio 75 75
Cambrex Stock Fund 747 728
Travelers' GIC Fund 316 355
</TABLE>
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 daily at Fidelity in
proportion to the market values of the respective plans' adjusted for
contributions and distributions.
10
<PAGE> 16
CAMBREX CORPORATION SAVINGS PLAN
Notes to Financial Statements, Continued
(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.
In 1994, 25% of the fund balance has been transferred out either through
participant transfers or distributions.
(5) RELATED PARTY TRANSACTIONS
The Cambrex Stock Fund invests solely 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.
11
<PAGE> 17
Schedule 1
CAMBREX CORPORATION SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
Description of Assets/Investment Units Cost Fair Value
- -------------------------------- ------------- --------------- --------------
<S> <C> <C> <C>
INVESTMENTS MANAGED BY FIDELITY INVESTMENTS:
Travelers GIC Fund 2,736,244 $ 2,736,244 $ 2,736,244
Cambrex Stock Fund 572,341 6,064,705 10,273,526
Fidelity Magellan Fund 50,236 3,462,685 3,355,797
Fidelity Growth & Income Portfolio 254,674 5,208,549 5,371,077
Fidelity Asset Manager 309,402 4,340,817 4,279,032
Fidelity Retirement Money Market Portfolio 2,737,452 2,737,452 2,737,452
Short-Intermediate Gevernment Portfolio 45,212 444,181 415,042
------------ -----------
$ 24,994,633 $ 29,168,170
Participant Loans (Lowest & Highest interest rates were 6.5% and 11.0% respectively) $ $ 1,008,305
------------ -----------
$ 24,994,633 $ 30,176,475
============ ===========
</TABLE>
12
<PAGE> 18
Schedule 2
CAMBREX CORPORATION SAVINGS PLAN
Item 27(d) - Schedule of 5% Reportable Transactions
December 31, 1994
<TABLE>
<CAPTION>
Acquisitions Dispositions
-------------------------------- ------------------------------------------------
Number of Number of
Description of Assets/Investments Tranactions Cost Transactions Proceeds Gain/(Loss)
- --------------------------------- --------------- ------------ ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Investments Managed By
Fidelity Investments:
FMTC US Government Reserve 90 1,267,586 178 1,262,384
Cambrex Stock Fund 154 2,142,629 124 972,450 274,756
Fidelity Magellan Fund 152 1,597,538 82 817,293 17,668
Fidelity Growth & Income Portfolio 152 1,614,528 81 1,050,467 89,072
Fidelity Asset Manager 154 1,163,379 94 1,283,989 58,490
Fidelity Retirement Money Market Portfolio 123 1,948,212 79 1,090,082
</TABLE>
13
<PAGE> 19
CAMBREX CORPORATION
PART III - NARRATIVE
The due date for the Cambrex Corporation Savings Plan Annual Report on Form
11-K coincides with the due date for the Cambrex Corporation's Annual Report on
Form 10-K. However, additional time is required to prepare complete and
accurate financial statements for the savings plan, to conduct the related
audit, and to prepare Form 11-K.
