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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee required]
For the fiscal year ended December 31, 1994
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OR
[ ] TRANSITION REPORT PURSUANT To SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No fee required)
For the transition period from to
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Commission file number 0-17575
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CHEMPOWER, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CHEMPOWER, INC.
807 East Turkeyfoot Lake Road
Akron, Ohio
44319
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<TABLE>
CHEMPOWER, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
INDEX
PAGE
NUMBER
------
<S> <C>
ITEM 4. FORM 5500 FINANCIAL STATEMENTS, prepared in
accordance with the requirements of ERISA.
(The plan is not subject to the audit requirements of ERISA)................ 1
NOTES To FORM 5500 FINANCIAL STATEMENTS................................................ 2-4
TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE
OF PLAN ASSETS....................................................................... 5
SIGNATURES............................................................................. 6
EXHIBITS:
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.................................... 7
</TABLE>
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CHEMPOWER, INC. EMPLOYEE STOCK OWNERSHIP PLAN
FORM 5500 FINANCIAL STATEMENTS
CURRENT VALUE OF PLAN ASSETS AND LIABILITIES:
<TABLE>
<CAPTION>
December 31
1993 1994
---- ----
Assets
<S> <C> <C>
Receivables...................................... $ 40,000 $ 40,000
corporate equity instruments..................... 119,678 172,098
-------- --------
Net assets....................................... $159,678 $212,098
======== ========
</TABLE>
<TABLE>
PLAN INCOME, EXPENSES, AND CHANGES IN NET ASSETS:
Year Ended
December 31
1994
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Income
<S> <C>
Noncash contributions........................... $40,000
Other income (unrealized appreciation).......... 24,819
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Total income.................................. $64,819
Expenses
Total distribution of benefits and payments
to provide benefits........................... 12,399
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Net income ..................................... $52,420
=======
</TABLE>
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CHEMPOWER, INC. EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FORM 5500 FINANCIAL STATEMENTS
December 31, 1994
(1) Description of the Plan
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The following is a general description of the Chempower, Inc.
Employee Stock Ownership Plan (the "Plan"). Participants may
refer to the Plan agreement for a more complete description of
the Plan's provisions.
(a) General
The Plan became effective May 1, 1989. The Plan is a
defined contribution plan covering eligible employees who
have reached the age of 21, have completed one year of
service, and are not covered by a collective bargaining
agreement. There were 146 participants in the Plan as of
December 31, 1994.
The Plan is administered by the Stock Plan Committee
(composed of three members) appointed by the Board of
Directors of Chempower, Inc. (the "Company").
Society National Bank (the "Trustee") became the sole
trustee of the Plan in 1990.
(b) Contributions
Contributions provided to the Plan are made solely by the
Company. The Company will contribute cash or shares of
Company stock in such amounts as the Board of Directors
shall determine for each plan year. Participants are not
entitled to make any voluntary contributions of their own
money to the Plan.
(c) Investment of Trust Assets
Trust assets will be invested by the Trustee primarily in
the Company's common stock, which is traded on the NASDAQ
National Market System under the symbol CHEM. The Trustee
may also invest assets in such other investments as the
committee deems desirable for the trust, or held
temporarily in cash. The committee may direct that up to
100 percent of trust assets be held in the Company's
stock.
(d) Participant Accounts
Company contributions and forfeitures are allocated to a
separate account for each participant ("Participant
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CHEMPOWER, INC. EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FORM 5500 FINANCIAL STATEMENT -- continued
December 31, 1994
Account") on the last day of the Plan year. This is
provided a participant has completed at least 1,000
hours of service during the Plan year, and was an
employee on the last day of the Plan year. A
participant's share of contributions and forfeitures is
based on the ratio of the participant's compensation for
the Plan year to the compensation of all other
participants for such Plan year.
(e) Vesting
The value of a participant's account will vest and
belong to the participant in accordance with the
following schedule:
<TABLE>
<CAPTION>
Years Of Vested Service Vested Percentage
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<S> <C>
Less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 years 100%
</TABLE>
Participants who attain age sixty-five, become totally
and permanently disabled, or die while participating in
the Plan become 100 percent vested in the value of their
Participant Account.
(f) Distributions
Distributions are made to participants or their benefi-
ciaries only at the time of the participant's
retirement, total and permanent disability, death, or
termination of employment. In limited circumstances,
account withdrawals may be made for financial hardship
in accordance with Internal Revenue Service guidelines
for such withdrawals. Distributions to a participant
will be made in whole shares of the Company's stock,
cash, or a combination of both.
(g) Forfeitures
Participants who leave the employ of the Company before
they are entitled to the full share of their Participant
Account forfeit the non-vested portion of their trust
assets.
(h) Administrative Fees and Expenses
Administrative fees and expenses are paid by the Company.
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CHEMPOWER, INC. EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FORM 5500 FINANCIAL STATEMENT -- continued
December 31, 1994
(2) Significant Accounting Policies
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The accounting records of the Plan are maintained on an accrual basis,
whereby interest and dividends, if any, are recognized as earned, and
expenses, if any, are recorded as incurred.
Investments in the Company's stock are held in trust by the Trustee,
and such investments and changes therein have been reported to the Plan as
having been determined through current market values. Cost is based on
the purchase price of stock held. Common stock is valued at the last
reported sales price on the last business day of the Plan year.
(3) Federal Income Taxes
--------------------
The Internal Revenue Service, in a determination letter dated August
25, 1989, has ruled that the Plan is a qualified plan under Sections
401(a) and 4975(e)(7) of the Internal Revenue Code. Thus, contributions
made by the Company and earnings received by the trust would not be
taxable to the participants. However, distributions are subject to
federal income taxes based upon the amount and nature of the
distributions.
(4) Investments
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Plan assets held in trust for the years ended December 31, 1994 and
1993 were as follows:
<TABLE>
<CAPTION>
Shares Market
Held Cost Value
----- ---- -----
<S> <C> <C> <C>
December 31, 1994 --
Common Stock of
Chempower Inc. 44,385 $184,210 $172,098
December 31, 1993 --
Common Stock of
Chempower, Inc. 35,417 $159,456 $119,678
</TABLE>
(5) Plan Termination
----------------
The Company has voluntarily agreed to make contributions to the Plan.
Although the Company has not expressed any intent to terminate the Plan
agreement, it may do so at any time by action of the Board of Directors.
In the event of such termination, each participant will receive 100 percent
of the amount in their Participant Account. Since this is an individual
account plan, the Pension Benefit Guaranty Corporation does not guarantee
any benefits.
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CHEMPOWER, INC. EMPLOYEE STOCK OWNERSHIP PLAN
TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
Plan Year Ended December 31, 1994
<TABLE>
<CAPTION>
Current Value
of Asset on
Identity of Description of Purchase Cost of Transaction
Party Involved Asset Price Asset Date
-------------- -------------- -------- ------- ------------
<S> <C> <C> <C> <C>
Chempower, Inc. Chempower, Inc.
Common Stock--
11,035 shares $40,000 $40,000 $40,000
</TABLE>
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHEMPOWER, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(Name of Plan)
Date August 11, 1995 /s/ Toomas J. Kukk
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Toomas J. Kukk
Chairman - Stock Plan Committee
(Administrator)
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement (File No. 33-89944) on Form S-8 of our report, dated March 7, 1995,
with respect to the consolidated financial statements of Chempower, Inc.
which appears on page 9 of the Annual Report on Form 10-K of Chempower, Inc.
for the year ended December 31, 1994.
McGLADREY & PULLEN, LLP
Elkhart, Indiana
July 31, 1995
