<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995:
A. Full title of Plan:
Trimble Navigation
Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Trimble Navigation Limited
645 N. Mary Avenue
Post Office Box 3642
Sunnyvale, CA 94088-3642
ITEM 1. CHANGES IN THE PLAN
During 1995, there were no amendments to the Plan.
ITEM 2. CHANGES IN INVESTMENT POLICY
During the 1995 fiscal year, there were no changes in the Company
investment options with respect to the funds held under the Plan.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Trimble Navigation Limited makes discretionary matching cash
contributions to the Plan. The Company's contributions are based on employee
contributions up to a maximum and are allocated ratably among participants based
upon the participant's contributions to the Plan. For purposes of allocation of
benefits, participant contributions in excess of $1,200 are excluded. Company
contributions made during the 1995 and 1994 fiscal year were approximately
$820,000 and $664,000, respectively.
Page 1 of 19
<PAGE> 2
ITEM 4. PARTICIPATING EMPLOYEES
The Plan had approximately 800 participating employees at December 31,
1995.
ITEM 5. ADMINISTRATION OF THE PLAN
The Plan is administrated by the Company. The trustee of the Plan
during 1995 was American Stock Transfer & Trust Company. The Company has
contracted with a third-party administrator to process and maintain records of
participant data.
Name of Address
trustee
40 Wall Street, 46th Floor
American Stock Transfer New York, NY 10005
& Trust Company
ITEM 6. CUSTODIAN OF INVESTMENTS
Plan assets are held by the following respective investment managers:
UNUM Corporation, 2211 Congress Street, Portland, Maine 04122
Schaeffer Value Fund, Inc., 645 Fifth Avenue, New York, NY 10022
Linder Dividend Fund, 7711 Carondelet Ave., Ste. 700, P.O. Box 11208,
St. Louis, MO 63105
Fidelity Distributors Corp., 82 Devonshire St., Boston, MA 02109
AIM Equity Funds, Inc., 11 Greenway Plaza, Ste. 1919, Houston, TX
77046-1173
Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217
Janus Fund, P.O. Box 173375, Denver, CO 80217
Twentieth Century Mutual Fund, P.O. Box 419200, MO 64141
Trimble Stock Fund, 645 N. Mary Avenue, Sunnyvale, CA 94086
During the year ended December 31, 1995, the Plan did not pay any
compensation to the custodians of investments, as all fees are paid by the
Company.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Participants receive quarterly reports summarizing the transactions and
market value changes.
ITEM 8. INVESTMENT OF FUNDS
No brokerage fees were paid to any party on behalf of the Plan.
Page 2 of 19
<PAGE> 3
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements - Audited financial statements of the
Trimble Navigation Savings and Retirement Plan as of December
31, 1995 and 1994.
b) Exhibit 1 - Consent of Mohler, Nixon & Williams Independent
Accountants
Page 3 of 19
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
May 31, 1996 By /s/ CHARLES R. TRIMBLE
----------------------------
Charles R. Trimble
Page 4 of 19
<PAGE> 5
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
Page 5 of 19
<PAGE> 6
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
Financial Statements and
Form 5500 Supplemental Schedule G
Years ended December 31, 1995 and 1994
TABLE OF CONTENTS
Independent Accountants' Report ......................................7
Consent of Independent Accountants....................................8
Financial Statements:
Statements of Net Assets Available for Plan Benefits .................9
Statements of Changes in Net Assets Available for Plan Benefits......10
Notes to Financial Statements........................................12
Form 5500 Supplemental Schedule G as of and for the year ended
December 31, 1995....................................................16
27a, Part I - Schedule of Assets Held for Investment Purposes
27d, Part V - Schedule of Reportable Transactions
Page 6 of 19
<PAGE> 7
To the Participants and Plan
Administrator of the Trimble Navigation
Savings and Retirement Plan
INDEPENDENT ACCOUNTANTS' REPORT
We were engaged to audit the financial statements and supplemental
schedules of Trimble Navigation Savings and Retirement Plan (the Plan) as of
December 31, 1995 and 1994, and for the years then ended and as listed in the
accompanying table of contents. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's 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 plan benefits of
the Plan as of December 31, 1995 and 1994, 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 conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
included in Schedule G - Financial Schedules (IRS Form 5500) is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements but is 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 supplemental information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ MOHLER, NIXON & WILLIAMS
------------------------------
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 31, 1996
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<PAGE> 8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our name on our report, dated May 31, 1996, with
respect to the financial statements and schedules of the Trimble Navigation
Savings and Retirement Plan for the years ended December 31, 1995 and 1994,
included in the Annual Report on Form 11-K which is filed electronically with
the Securities and Exchange Commission.
/s/ MOHLER, NIXON & WILLIAMS
-------------------------------
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 31, 1996
Page 8 of 19
<PAGE> 9
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
------------------------------
1995 1994
-------------- -----------
<S> <C> <C>
Cash $122,452 $64,979
Investments, at contract value 7,590,325 5,926,737
Investments, at fair value 15,418,944 9,718,120
----------- -----------
Assets held for investment
purposes $23,131,721 $15,709,836
=========== ===========
</TABLE>
See Independent accountants' report and
accompanying notes to financial statements.
Page 9 of 19
<PAGE> 10
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31,1995 and 1994
<TABLE>
<CAPTION>
Twentieth
Century Trimble Aim
GIC Janus Growth Stock Aggressive
Cash Fund Fund Fund Fund Fund Subtotal
--------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for Plan
benefits at December 31,1993 $ 27,035 $5,069,129 $2,457,661 $1,714,306 $1,262,984 $10,531,115
--------- ---------- ---------- ---------- ---------- -----------
Participants' contributions/rollovers 1,249,355 633,641 421,490 321,720 179,848 2,806,054
Employer contribution 323,403 124,005 79,153 72,517 34,446 633,524
Withdrawals/distributions (222,583) (191,268) (143,575) (59,498) (2,062) (618,986)
Dividends and interest 374,081 374,081
Net appreciation (depreciation) in
fair value of investments (27,849) (24,133) 1,188,304 89,807 1,226,129
Net loan activities (157,018) (64,356) (12,033) 17,267 7,363 (208,777)
Transfers in/out 37,944 (709,630) (410,815) (1,142,485) (2,273) 1,091,496 (1,135,763)
--------- ---------- ---------- ---------- ---------- --------- -----------
Increase (decrease) in net assets 37,944 857,608 63,358 (821,583) 1,538,037 1,400,898 3,076,262
--------- ---------- ---------- ---------- ---------- --------- -----------
Net assets available for Plan
benefits at December 31,1994 64,979 5,926,737 2,521,019 892,723 2,801,021 1,400,898 13,607,377
--------- ---------- ---------- ---------- ---------- --------- -----------
Participants' contributions/rollovers 1,369,149 509,605 129 541,919 1,054,615 3,475,417
Employer contribution 322,666 90,272 88,162 176,974 678,074
Withdrawals/distributions (288,416) (54,656) (95,534) (182,892) (53,733) (675,231)
Dividends and interest 424,347 424,347
Net appreciation in
fair value of investments 768,921 159,825 309,028 826,138 2,063,912
Net loan activities (179,019) (88,826) (9,494) (22,049) (54,527) (353,915)
Transfers in/out 57,473 14,861 (123,740) (145,196) (595,302) 537,678 (254,226)
--------- ---------- ---------- ---------- ---------- --------- -----------
Increase (decrease) in net assets 57,473 1,663,588 1,101,576 (90,270) 138,866 2,487,145 5,358,378
--------- ---------- ---------- ---------- ---------- --------- -----------
Net assets available for Plan
benefits at December 31,1995 $ 122,452 $7,590,325 $3,622,595 $802,453 $2,939,887 $3,888,043 $18,965,755
========= ========== ========== ======== ========== ========== ===========
</TABLE>
See Independent accountants' report and
accompanying notes to financial statements.
Page 10 of 19
<PAGE> 11
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31,1995 and 1994
<TABLE>
<CAPTION>
Linder Fidelity Berger Schaeffer
Dividend Bond 100 Value Participant
Subtotal Fund Fund Fund Fund Loans Total
---------- -------- -------- ------ ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for Plan
benefits at December 31,1993 $10,531,115 $ 564,536 $11,095,651
---------- ---------- ----------
Participants' contributions/rollovers 2,806,054 $ 17,314 $ 42,237 $ 35,389 $ 78,806 2,979,800
Employer contribution 633,524 3,949 8,428 6,832 11,343 664,076
Withdrawals/distributions (618,986) (45,867) (664,853)
Dividends and interest 374,081 46,590 420,671
Net appreciation (depreciation) in
fair value of investments 1,226,129 (2,589) (3,138) (2,955) (2,956) 1,214,491
Net loan activities (208,777) 4,303 3,946 1,825 5,899 192,804 -
Transfers in/out (1,135,763) 143,180 292,884 293,060 406,639 -
---------- -------- -------- -------- -------- -------- ---------
Increase (decrease) in net assets 3,076,262 166,157 344,357 334,151 499,731 193,527 4,614,185
---------- -------- -------- -------- -------- --------- ----------
Net assets available for Plan
benefits at December 31,1994
13,607,377 166,157 344,357 334,151 499,731 758,063 15,709,836
---------- -------- -------- ------- ------- -------- ----------
Participants' contributions/rollovers 3,475,417 96,489 262,938 188,211 276,700 4,299,755
Employer contribution 678,074 16,314 41,125 32,880 51,700 820,093
Withdrawals/distributions (675,231) (7,769) (8,733) (8,353) (8,391) (18,063) (726,540)
Dividends and interest 424,347 77,974 502,321
Net appreciation in
fair value of investments 2,063,912 47,308 93,926 96,885 224,225 2,526,256
Net loan activities (353,915) 10,379 11,851 5,553 3,663 322,469 -
Transfers in/out (254,226) 25,208 53,647 51,119 124,252 -
---------- -------- -------- ------- ------- --------- ----------
Increase (decrease) in net assets 5,358,378 187,929 454,754 366,295 672,149 382,380 7,421,885
---------- -------- -------- ------- ------- --------- ----------
Net assets available for Plan
benefits at December 31,1995 $18,965,755 $354,086 $799,111 $700,446 $1,171,880 $1,140,443 $23,131,721
=========== ======== ======== ======== ========== ========== ===========
</TABLE>
See Independent accountants' report and
accompanying notes to financial statements.
Page 11 of 19
<PAGE> 12
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES:
The following description of the Trimble Navigation Savings and
Retirement Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan that was established in 1988 by
Trimble Navigation Limited (the Company) to provide benefits to eligible
employees. The Plan covers all full-time employees of the Company who are not
covered by a collective bargaining agreement.
The Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Internal
Revenue Code and the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
ADMINISTRATION -
The Company contracted with American Stock Transfer & Trust Company to
act as the trustee as of October 1994. The Company has appointed an
Administrative Committee (the Committee) to control the operation and
administration of the Plan. A third-party administrator, appointed by the
Committee, processes and maintains the records of participant data. Effective
January 1996, the Company contracted with Connecticut General Life Insurance
Company (CIGNA) to act as third-party administrator and trustee. All expenses
incurred for administering the funds are paid by the Company.
INVESTMENTS -
Investments of the Plan at December 31, 1995 were held by American
Stock Transfer & Trust Company and invested in various mutual funds, guaranteed
investment contracts, and the Company's common stock, based solely upon
instructions received from participants. For the Plan's investment in guaranteed
investment contracts, the contracts are credited with interest at the rate
specified in the contract, which ranged from 6.5% to 8.97% for the years ended
December 31, 1995 and 1994. Effective January 1996, investments of the Plan were
held by CIGNA and invested in various mutual funds, by AIM Aggressive Fund, and
by National Financial Services and invested in the Company's common stock. Plan
assets are valued at fair value as of the last day of the Plan year, as measured
by quoted market prices, or contract value based on the terms of the contract.
Page 12 of 19
<PAGE> 13
VESTING -
Participants are immediately vested in their salary deferral, rollover
contributions, related earnings, and employer's matching contributions.
INCOME TAXES -
The Plan has received a favorable determination letter dated November
28, 1995. The Plan Committee believes the Plan qualifies under the applicable
requirements of the Internal Revenue Code and related state statutes, and is
exempt from federal income and state franchise taxes.
RISKS AND UNCERTAINTIES -
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
STATEMENT OF POSITION 94-4 -
The Company is required to adopt Statement of Position 94-4, "Reporting
of Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans" (SOP 94-4), for the Plan year beginning January 1,
1996. Under the new reporting requirements, investment contracts without fully
benefit-responsive features must be reported at fair value. The adoption of SOP
94-4 is not expected to have a material financial impact on the Plan.
NOTE 2 - PARTICIPATION AND BENEFITS:
EMPLOYEE CONTRIBUTIONS -
Participants may elect to have the Company contribute a percentage,
from 1% to 18%, of their pre-tax compensation up to the amount allowable under
current income tax regulations. Participants who elect to have the Company
contribute a portion of their compensation to the Plan agree to accept an
equivalent reduction in taxable compensation.
Participants are also allowed to make rollover contributions of amounts
received from other qualified employer-sponsored retirement plans. Such
contributions are deposited in the appropriate investment funds in accordance
with the participant's direction and the Plan's provisions.
Page 13 of 19
<PAGE> 14
EMPLOYER CONTRIBUTIONS -
The Company is allowed to make matching contributions as defined in the
Plan and as approved by the Board of Directors. The Company matches 100% of each
participant's contribution up to a maximum of $1,200 per year. Contributions for
the years ended December 31, 1995 and 1994 were approximately $820,000 and
$664,000.
PARTICIPANT ACCOUNTS -
Each participant's account is credited with the participant's
contribution, Plan earnings and an allocation of the Company's contribution, if
any. Allocations of the Company contribution are based on the participant
contributions.
PAYMENT OF BENEFITS -
Upon termination, the participant or beneficiary will receive benefits
in a lump-sum amount equal to the value of the participant's vested interest in
his or her account.
LOANS TO PARTICIPANTS -
The Plan allows participants to borrow up to the lesser of $50,000 or
50% of their vested account balance. The loans are secured by the participant's
vested balance. Such loans bear interest at the available market financing rates
and must be repaid to the Plan within a five year period, unless the loan is
used for the purchase of a residence in which case the maximum repayment period
is ten years. The specific terms and conditions of such loans are established by
the Plan Committee.
NOTE 3 - PARTY IN INTEREST TRANSACTIONS:
As allowed in the Plan, participants may elect to invest a portion of
their accounts in the common stock of the Company. Aggregate investment in
Company common stock at December 31, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
Date Number of shares Fair value Cost
---- ---------------- ---------- ----
<S> <C> <C> <C>
1995 157,846 $2,939,887 $2,793,892
1994 170,643 $2,801,021 $1,634,510
</TABLE>
During 1994, the Company allocated an additional 75,000 shares of
Trimble Navigation Limited common stock for issuance under the Plan.
Page 14 of 19
<PAGE> 15
NOTE 4 - INVESTMENTS:
The following table includes the fair or contract values of investments
and investment funds that represent 5% or more of the Plan's net assets at
December 31:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash $ 122,452 $ 64,979
GIC Fund 7,590,325 5,926,737
Janus Fund 3,622,595 2,521,019
Twentieth Century Growth Fund 802,453 892,723
Trimble Stock Fund 2,939,887 2,801,021
Aim Aggressive Fund 3,888,043 1,400,898
Linder Dividend Fund 354,086 166,157
Fidelity Bond Fund 799,111 344,357
Berger 100 Fund 700,446 334,151
Schaeffer Value Fund 1,171,880 499,731
Participant Loans 1,140,443 758,063
----------- ------------
Total $23,131,721 $15,709,836
=========== ===========
</TABLE>
NOTE 5 - PLAN TERMINATION AND/OR MODIFICATION:
The Company intends to continue the Plan indefinitely for the benefit
of its employees; however, it reserves the right to terminate and/or modify the
Plan at any time by resolution of its Board of Directors and subject to the
provisions of ERISA.
Page 15 of 19
<PAGE> 16
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
FORM 5500
SUPPLEMENTAL SCHEDULE G
DECEMBER 31, 1995
Page 16 of 19
<PAGE> 17
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
E.I.N.: 94-2802192
Plan #: 001
ITEM 27a, PART 1 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment
including maturity date, rate of
Identity of issue, borrower, interest, collateral, par Current
lessor, or similar party or maturity Cost Value
- ------- ------------------------------- ------------------------------ ---------- ----------
<S> <C> <C> <C> <C>
UNUM Life Insurance Company Guaranteed Income Contract $1,082,197 $1,082,197
CIGNA Guaranteed Income Contract 5,706,608 5,706,608
Travelers Guaranteed Income Contract 923,972 923,972
Janus Fund Equity Fund 3,097,068 3,622,595
Twentieth Century Growth Fund Equity Fund 778,127 802,453
* Trimble Stock Fund Company Stock 2,798,893 2,939,887
Aim Aggressive Fund Equity Fund 3,196,009 3,888,043
Linder Fund Equity Fund 331,008 354,086
Fidelity Bond Fund Equity Fund 760,935 799,111
Berger 100 Fund Equity Fund 643,308 700,446
Schaeffer Value Fund Equity Fund 999,436 1,171,880
* Participant Loans (4.75% to 9.00%) Loan Fund 1,140,443
-------------
Total assets held for investment
purposes
$23,131,721
==============
* Parties-in-interest
</TABLE>
Page 17 of 19
<PAGE> 18
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
E.I.N.: 94-2802192
Plan #: 001
ITEM 27d, PART V - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Decription of asset
(including interest
rate and maturity Purchase Selling
Identity of party involved in case of a loan) price price
- ------------------------------- ---------------------- --------- ---------
<S> <C> <C> <C>
Janus Fund Mutual Fund $980,973
Aim Aggressive Fund Mutual Fund 1,973,729
Guaranteed Income Contract Fund Group Annuity Contract 1,944,139
Guaranteed Income Contract Fund Group Annuity Contract 2,090,652
Trimble Stock 838,118
</TABLE>
<TABLE>
<CAPTION>
(a) (e) (f) (g) (h) (i)
Expense Current value
incurred of asset on
Lease with Cost of transaction Net gain
Identity of party involved rental transaction asset date or (loss)
- ------------------------------- ------- ------------- --------- ------------- ---------
<S> <C> <C>
Janus Fund $980,973 $980,973
Aim Aggressive Fund 1,973,729 1,973,729
Guaranteed Income Contract Fund
Guaranteed Income Contract Fund 2,090,652 2,090,652
Trimble Stock 838,118 838,118
</TABLE>
Page 18 of 19
<PAGE> 19
Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Trimble Navigation Savings and Retirement Plan of our
report dated May 31, 1996, with respect to the financial statements and
schedules of the Trimble Navigation Savings and Retirement Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1995.
/s/ MOHLER, NIXON & WILLIAMS
----------------------------
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 31, 1996
Page 19 of 19
