<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 number
---------------
The Research-Cottrell Thrift Plan
The Research-Cottrell, Inc. Corporate Division Profit Sharing Plan
-----------------------------
Air & Water Technologies Corporation
and
Metcalf & Eddy Companies, Inc.
U.S. Highway 22 West and Station Road
Branchburg, New Jersey 08876
(908) 685-4000
<PAGE>
<TABLE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
<CAPTION>
The Research-Cottrell Thrift Plan:
- - ---------------------------------
<S> <C>
Report of Independent Public Accountants F-1
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1993 and 1992 F-2
Statements of Changes in Net Assets Applicable to
Participants' Equity for the Year Ended
December 31, 1993 F-3
Notes to Financial Statements F-4 - F-7
The Research Cottrell, Inc. Corporate Division Profit Sharing Plan:
- - ------------------------------------------------------------------
Report of Independent Public Accountants F-8
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1993 and 1992 F-9
Statements of Changes in Net Assets Applicable to
Participants' Equity for the Year Ended
December 31, 1993 F-10
Notes to Financial Statements F-11 - F-15
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Administrative Committee of
The Research-Cottrell, Inc. Thrift Plan:
We have audited the accompanying statements of net assets
applicable to participants' equity of The Research-Cottrell
Thrift Plan (the Plan) as of December 31, 1993 and 1992, and the
related statement of changes in net assets applicable to
participants' equity for the year ended December 31, 1993. These
financial statements are the responsibility of the Plan
administrator. 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 of the Plan
as of December 31, 1993 and 1992, and the changes in its net
assets applicable to participants' equity for the year ended
December 31, 1993 in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN & CO.
Roseland, New Jersey
June 2, 1994
F-1
<PAGE>
THE RESEARCH-COTTRELL THRIFT PLAN
---------------------------------
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
-----------------------------------------------------------
AS OF DECEMBER 31, 1993 AND 1992
--------------------------------
<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
CONTRIBUTION RECEIVABLE FROM EMPLOYER (Note 1) $ 143,074 $ 187,883
BENEFICIAL INTEREST IN RESEARCH-COTTRELL
MASTER TRUST ($25,507,782 and $23,059,412
at cost in 1993 and 1992, respectively)
(Notes 2 and 4) 28,703,087 25,734,848
----------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $28,846,161 $25,922,731
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-2
<PAGE>
THE RESEARCH-COTTRELL THRIFT PLAN
---------------------------------
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
---------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<TABLE>
<CAPTION>
Air & Water
Cash Equivalents Technologies
Cash and Cash Fixed Income and Corporation
Equivalents Common Stock Common Stock Total
------------- ---------------- ------------ -------
<S> <C> <C> <C> <C>
NET ASSETS APPLICABLE
TO PARTICIPANTS' EQUITY,
beginning of year $9,820,828 $15,464,976 $636,927 $25,922,731
---------- ----------- -------- -----------
ADDITIONS (Notes 1 and 2):
Contributions
Employer 215,956 386,348 28,046 630,350
Employee 1,559,939 2,924,219 220,671 4,704,829
Interest and dividend
income earned on
beneficial interest in
Research-Cottrell
Master Trust 299,140 664,194 466 963,800
Net appreciation on
beneficial interest in
Research-Cottrell
Master Trust - 1,036,130 93,922 1,130,052
---------- ----------- -------- -----------
2,075,035 5,010,891 343,105 7,429,031
---------- ----------- -------- -----------
DEDUCTIONS:
Distributions to
participants (1,840,362) (2,380,143) (179,808) (4,400,313)
Administrative expenses (13,244) (89,149) (2,895) (105,288)
---------- ----------- -------- -----------
(1,853,606) (2,469,292) (182,703) (4,505,601)
---------- ----------- --------- -----------
TRANSFERS BETWEEN FUNDS (318,056) 376,200 (58,144) -
---------- ----------- -------- -----------
NET ASSETS APPLICABLE TO
PARTICIPANTS' EQUITY,
end of year $9,724,201 $18,382,775 $739,185 $28,846,161
========== =========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
F-3
<PAGE>
THE RESEARCH-COTTRELL THRIFT PLAN
---------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) Plan description:
----------------
General-
-------
The Plan is a defined contribution plan for which
contributions are made by Research-Cottrell, Inc. (the Company) and
participants. The Company is a wholly-owned subsidiary
of Air & Water Technologies Corporation (AWT). All
eligible employees of AWT and its subsidiaries may elect
to participate in the Plan. The Board of Directors of
Research-Cottrell, Inc. has appointed an administrative
committee to manage and administer the Plan.
Contributions -
-------------
Employer -
--------
The Company contributes to the Plan on a discretionary
basis, an amount equal to 25% of the participants' contributions
up to a maximum of 4% of the employees' base salary for
a calendar quarter. Company contributions for the
applicable quarter are paid to the Plan trust by the end
of the following quarter. Any amounts forfeited by
terminated participants are applied to reduce employer
contributions. Forfeitures amounted to $103,885 in 1993.
Employee -
--------
Participants may contribute up to a maximum of 10% of
their compensation, as defined in the Plan. Such
contributions to the Plan are made through payroll
deductions and are invested, along with employer
contributions in the Research-Cottrell Master Trust.
Withdrawals -
-----------
Participants may withdraw funds from their respective
account balances if any of the following events should occur -
1. Attainment of age 59-1/2
2. Termination of employment
3. Death
4. Total disability
5. Retirement
6. An event of financial hardship, as defined
F-4
<PAGE>
Participants are required to begin receiving benefits
under the Plan by the April 1 following the calendar year in which
the participant attains age 70-1/2 even if not yet retired.
Upon termination of employment prior to eligibility for
retirement, a participant is eligible to receive the vested balance
in his account. Payments due to participants who have
requested to withdraw their funds prior to December 31,
1993 and 1992 total approximately $1,217,000 and
$1,215,000, respectively.
Eligibility and vesting -
-----------------------
All employees are eligible to participate in the Plan on any
January 1 or July 1 following their date of employment
provided that they have completed one full year of
service and attained the age of 21. Employees are
immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of
their accounts is based on years of continuous service as
follows-
<TABLE>
<CAPTION>
Years of
Service Vesting Percentage
-------- ------------------
<C> <C>
1 10%
2 20%
3 30%
4 40%
5 60%
6 80%
7 or more 100%
</TABLE>
Participant loans -
-----------------
A participant, while in active employment, may request a
loan from the Plan. The amount of the loan cannot exceed the
lesser of $50,000 or one-half of the value of the participant's
nonforfeitable accrued benefit. No loans were outstanding as of
December 31, 1993 and 1992.
Retirement -
----------
A participant's normal retirement date is the first day of
the month coincident with or following the attainment of age 65.
(2) Summary of significant
accounting policies:
----------------------
Valuation of investments -
------------------------
Effective April 3, 1984, the Company established the
Research-Cottrell Master Trust (Master Trust). The Master Trust is
maintained by Chemical Bank. The Master Trust provides
participants with three investment options. Amounts
contributed to Fund A are invested in cash equivalents.
Amounts contributed to Fund B are invested in
F-5
<PAGE>
cash equivalents, fixed income securities and common
stocks. Amounts contributed to Fund C are invested
primarily in Air & Water Technologies Corporation Class A
Common Stock. The Plan has a beneficial interest,
along with another employee benefit plan of the Company
in the Master Trust (Note 4). Administrative expenses of
the Plan are paid from the assets of the Plan.
Investments in Fund A are valued at cost, which approximates
market. Investments in Funds B and C are traded on national
securities exchanges and are valued at the last reported
sales price on the last business day of the plan year.
Security transactions and
investment income -
-------------------------
Purchases and sales of securities are reported on a trade
date basis. Gains or losses on sales of securities are based
on average cost. Dividend income is recorded on the
ex-dividend date and interest income on an accrual basis.
Tax status -
----------
The Plan obtained its latest determination letter on October
11, 1985, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the
determination letter. However, the plan administrator
and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of December 31,
1993 and 1992.
Allocations to participants'
accounts -
---------------------------
Earned income on investments of the Plan is allocated to the
participants' individual accounts quarterly in the ratio
that the value of each individual's account bears to the
aggregate value of all participants' accounts at the
beginning of each quarter.
(3) Termination priorities:
----------------------
The Company has the right to terminate the Plan at any time
and in the event the Plan is terminated, subject to conditions set
forth by Employee Retirement Income Security Act of 1974,
the amount of each participant's account balance in the
Plan becomes fully vested. The Company has not expressed
any intention to terminate the Plan.
F-6
<PAGE>
(4) Beneficial interest
in the Master Trust:
----------------------
The Plan's beneficial interest in the current market value of
the assets of the Master Trust is based on its pro rata share of such
assets. Investment income and realized and unrealized gains
and losses of the Master Trust are allocated to the
Plan quarterly, based on the Plan's pro rata share of the
market value of the assets held as of the end of the prior
quarter. The Plan's share of the market value of the
investments listed below is 55% and 51.1% at December 31,
1993 and 1992, respectively. Investments held by the
Master Trust at December 31, 1993 and 1992 are summarized
as follows (in thousands)-
<TABLE>
<CAPTION>
1993 1992
----------------------------------------
Market Value Cost Market Value Cost
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Cash equivalents
and accrued income $22,112 $22,100 $22,827 $22,814
U. S. Government
securities 7,622 6,658 7,629 7,066
Corporate and
foreign bonds 3,906 3,575 3,305 2,928
Common stocks 18,568 12,106 16,605 10,712
------- ------- ------- -------
Total $52,208 $44,439 $50,366 $43,520
======= ======= ======= =======
</TABLE>
As of December 31, 1993 and 1992, the Master Trust held
64,276 and 63,063 shares of AWT common stock, respectively, with a
market value of $964,140 and $819,819, respectively,
($1,208,552 and $1,239,377, respectively, at cost). During
1993, the Master Trust purchased 8,632 shares of AWT
common stock at a cost of $112,305 and sold 7,419 shares of
AWT common stock at a price of $89,064, resulting in a
realized loss of $52,538.
F-7
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Administrative Committee of the
Research Cottrell, Inc. Corporate
Division Profit Sharing Plan:
We have audited the accompanying statements of net assets
applicable to participants' equity of Research Cottrell, Inc.
Corporate Division Profit Sharing Plan (the Plan) as of December
31, 1993 and 1992, and the related statement of changes in net
assets applicable to participants' equity for the year ended
December 31, 1993. These financial statements are the
responsibility of the Plan administrator. 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.
As discussed in Note 1, effective December 31, 1991, Research
Cottrell, Inc. merged six affiliated profit sharing plans into the
Plan. Included in the merged plan is $1,401,989 of net assets
applicable to participants equity as of December 31, 1993,
transferred from the Power Application Mfg. Co. Profit Sharing
Plan. Prior to 1989, this plan was not subject to the Employee
Retirement Income Security Act audit requirements. Because of the
lack of Power Application & Mfg. Co. Profit Sharing Plan
records prior to January 1, 1987, we were unable to perform
auditing procedures with respect to the participants' individual
interests accumulated from inception of that plan and therefore
are unable to form an opinion regarding the basis on which Power
Application & Mfg. Co. Profit Sharing Plan participants' equity is
stated as of December 31, 1986, or the propriety of certain
distributions to withdrawn participants subsequent thereto.
In our opinion, except for the effect of such adjustments, if any,
as might have been disclosed had we been able to apply certain
auditing procedures as discussed in the preceding paragraph, the
financial statements referred to above present fairly, in all
material respects, the net assets of the Plan as of December 31,
1993 and 1992, and the changes in its net assets applicable to
participants' equity for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Roseland, New Jersey
June 2, 1994
F-8
<PAGE>
RESEARCH COTTRELL, INC. CORPORATE DIVISION PROFIT SHARING PLAN
--------------------------------------------------------------
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
-----------------------------------------------------------
AS OF DECEMBER 31, 1993 AND 1992
--------------------------------
<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
BENEFICIAL INTEREST IN RESEARCH-COTTRELL
MASTER TRUST ($18,931,146 and $20,461,263
at cost in 1993 and 1992, respectively)
(Notes 2 and 4) $23,505,155 $24,630,857
----------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $23,505,155 $24,630,857
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-9
<PAGE>
RESEARCH COTTRELL, INC. CORPORATE DIVISION PROFIT SHARING PLAN
--------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
---------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<TABLE>
<CAPTION>
Air & Water
Cash Equivalents Technologies
Cash and Cash Fixed Income and Corporation
Equivalents Common Stock Common Stock Total
------------- ---------------- ------------ --------
<S> <C> <C> <C> <C>
NET ASSETS APPLICABLE TO
PARTICIPANTS' EQUITY,
beginning of year $9,883,130 $14,512,417 $235,310 $24,630,857
---------- ----------- -------- -----------
ADDITIONS:
Employee rollover
contributions 2,117 69,794 11,411 83,322
Interest and dividend
income earned on
beneficial interest in
Research-Cottrell
Master Trust 282,243 583,598 154 865,995
Net appreciation on
beneficial interest in
Research-Cottrell
Master Trust - 929,435 27,267 956,702
---------- ----------- -------- -----------
284,360 1,582,827 38,832 1,906,019
---------- ----------- -------- -----------
DEDUCTIONS:
Distributions to
participants (1,341,530) (1,570,499) (28,161) (2,940,190)
Administrative expenses (12,504) (78,055) (972) (91,531)
---------- ----------- -------- -----------
(1,354,034) (1,648,554) (29,133) (3,031,721)
---------- ----------- -------- -----------
TRANSFERS BETWEEN FUNDS (390,459) 398,846 (8,387) -
---------- ----------- -------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
end of year $8,422,997 $14,845,536 $236,622 $23,505,155
========== =========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
F-10
<PAGE>
RESEARCH COTTRELL, INC. CORPORATE DIVISION PROFIT SHARING PLAN
--------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) Plan description:
- - ---------------------
General-
--------
The Plan is a defined contribution plan for which
contributions are made by Research Cottrell, Inc. Corporate Division
(the Company), and participants. The Company is a wholly-owned
subsidiary of Air & Water Technologies Corporation
(AWT). All eligible employees of AWT and its
subsidiaries participate in the Plan. The Board of
Directors of Research-Cottrell, Inc. has appointed an
administrative committee to manage and administer the
Plan.
Effective December 31, 1991, the Company merged the Research
Cottrell, Inc. Air Pollution Control Division Profit Sharing Plan,
the Custodis Cottrell, Inc. Profit Sharing Plan, the
Research Cottrell, Inc. Environmental Engineering Profit
Sharing Plan, the Flex Kleen Corporation Profit Sharing
Plan, the KVB, Inc. Profit Sharing Plan and the Power
Application & Mfg. Co. Profit Sharing Plan into the
Research Cottrell, Inc. Corporate Division Profit Sharing
Plan. All terms and policies of the plans were identical.
Included in the merged Plan is $1,401,989 of net assets
applicable to participants equity as of December 31, 1993, transferred
from the Power Application Mfg. Co. Profit Sharing Plan.
Prior to 1989, this plan was not subject to the Employee
Retirement Income Security Act audit requirements.
Because of the lack of Power Application & Mfg. Co.
Profit Sharing Plan records prior to January 1, 1987, the
participants' individual interests accumulated from
the time of inception of that plan were not subject to
audit procedures.
Contributions
-------------
Employer-
---------
Each year the Company may contribute to the Plan a portion
of its current or accumulated net income as authorized by the
Board of Directors. During 1993, no employer contributions
were authorized or made.
Employee-
--------
Through December 31, 1991, participants could contribute
up to a maximum of 10% of their compensation, as defined in the
Plan. Contributions were made to the Plan through payroll deductions
and were invested in the Research-Cottrell Master Trust.
During 1992, the Plan was amended and employee contributions were
discontinued.
F-11
<PAGE>
Eligibility and vesting-
-----------------------
All employees are eligible to participate in the Plan on any
January 1 or July 1 following their date of employment
provided that they have completed one full year of
service and attained the age of 21. Employees are
immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of
their accounts is based on years of continuous service as
follows-
<TABLE>
<CAPTION>
Years of
Service Vesting Percentage
------- ------------------
<C> <C>
1 10%
2 20%
3 30%
4 40%
5 60%
6 80%
7 or more 100%
</TABLE>
Withdrawals-
------------
Participants may withdraw funds from their respective
account balances if any of the following events should occur-
1. Attainment of age 59-1/2
2. Termination of employment
3. Death
4. Total disability
5. Retirement
6. An event of financial hardship, as defined.
Participants are required to begin receiving benefits under
the Plan by the April 1 following the calendar year in which the
participant attains age 70-1/2 even if not yet retired.
Upon termination of employment prior to eligibility for
retirement, a participant is eligible to receive the vested balance in
his account. Payments due to participants who have
requested to withdraw their funds prior to December 31,
1993 and 1992 total approximately $1,005,000 and $799,000,
respectively.
Retirement
----------
A participant's normal retirement date is the first day of
the month coincident with or following the attainment of age 65.
F-12
<PAGE>
(2) Summary of significant
accounting policies:
----------------------
Valuation of investments
------------------------
Effective April 3, 1984, Research-Cottrell, Inc. established
the Research-Cottrell Master Trust (Master Trust). The Master
Trust is maintained by Chemical Bank. The Master
Trust provides participants with three investment
options. Amounts contributed to Fund A are invested in
cash equivalents. Amounts contributed to Fund B are
invested in cash equivalents, fixed income securities and
common stocks. Amounts contributed to Fund C are
invested primarily in Air & Water Technologies
Corporation Class A Common Stock. The remainder of the
Funds are invested in cash equivalents. The Plan has a
beneficial interest, along with another employee benefit
plan of Research-Cottrell, Inc. in the Master Trust (Note
4). Administrative expenses of the Plan are paid from
the assets of the Plan.
Investments in Fund A are valued at cost, which approximates
market. Investments in Funds B and C are traded on national
securities exchanges and are valued at the last reported
sales price on the last business day of the year.
Security transactions and
investment income
-------------------------
Purchases and sales of securities are reported on a trade
date basis. Gains or losses on sales of securities are based
on average cost. Dividend income is recorded on the
ex-dividend date and interest income on an accrual basis.
Tax status
----------
The Plan obtained its latest determination letter on August
9, 1985, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter.
However, the plan administrator and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of December 31,
1993 and 1992.
Allocations to participants'
accounts
----------------------------
Employer contributions
----------------------
The amount contributed by the Company is allocated to each
participant annually in the ratio in which compensation,
as defined, of each participant bears to the
aggregate compensation of all participants. During
1993, no employer contributions were made to the Plan.
F-13
<PAGE>
Income from investments
-----------------------
Earned income on investments of the Plan is allocated to
the participants' individual accounts quarterly in the ratio
that the value of each individual's account bears to
the aggregate value of all participants' accounts at
the beginning of each quarter.
Forfeitures-
------------
Participants who terminate before becoming fully vested
forfeit that portion of their account to which they are not entitled.
Forfeitures are periodically allocated among all
continuing participants. Forfeitures amounted to $137,526 in 1993.
(3) Termination priorities:
----------------------
The Company has the right to terminate the Plan at any time
and in the event the Plan is terminated, subject to conditions set
forth by Employee Retirement Income Security Act of 1974,
the amount of each participant's account balance in the
Plan becomes fully vested. The Company has not expressed
any intention to terminate the Plan.
(4) Beneficial interest
in the Master Trust:
---------------------
The Plan's beneficial interest in the current market value of
the assets of the Master Trust is based on its pro rata share of such
assets. Investment income and realized and unrealized gains
and losses of the Master Trust are allocated to the
Plan quarterly, based on the Plan's pro rata share of the
market value of the assets held as of the end of the prior
quarter. The Plan's share of the market value of the
investments listed below is 45% and 48.9% at December 31,
1993 and 1992, respectively. Investments held by the
Master Trust at December 31, 1993 and 1992 are summarized
as follows (in thousands) -
<TABLE>
<CAPTION>
1993 1992
--------------- ----------------
Market Value Cost Market Value Cost
------------ ---- ------------ ----
<S> <C> <C> <C> <C>
Cash equivalents
and accrued income $22,112 $22,100 $22,827 $22,814
U. S. Government
securities 7,622 6,658 7,629 7,066
Corporate and
foreign bonds 3,906 3,575 3,305 2,928
Common stocks 18,568 12,106 16,605 10,712
------- ------- ------- -------
Total $52,208 $44,439 $50,366 $43,520
======= ======= ======= =======
</TABLE>
F-14
<PAGE>
As of December 31, 1993 and 1992, the Master Trust held
64,276 and 63,063 shares of AWT common stock, respectively, with a
market value of $964,140 and $819,819, respectively,
($1,208,552 and $1,239,377, respectively, at cost). During
1993, the Master Trust purchased 8,632 shares of AWT
common stock at a cost of $112,305 and sold 7,419 shares of
AWT common stock at a price of $89,064, resulting in a
realized loss of $52,538.
F-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plans)
have duly caused this annual report to be signed on behalf of the
undersigned hereunto duly authorized.
The Research-Cottrell Thrift Plan
The Research Cottrell Corporate Division
Profit Sharing Plan
Date June 28, 1994 /s/ Augustine W. Bolella
- - ------------------- ------------------------
Augustine W. Bolella
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To the Administrative Committee of the
Research-Cottrell, Inc. Thrift Plan:
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into Air & Water Technologies
Corporation previously filed Registration Statement on Form S-8
(File No. 33-35939).
ARTHUR ANDERSEN & CO.
Roseland, New Jersey
June 28,1994
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To the Administrative Committee of the
Research-Cottrell, Inc. Corporate
Division Profit Sharing Plan:
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into Air & Water Technologies
Corporation previously filed Registration Statement on Form S-8
(File No. 33-35939).
ARTHUR ANDERSEN & CO.
Roseland, New Jersey
June 28,1994
