<PAGE>
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0451017
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address of Principal Executive offices
including Zip Code)
FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN
CURTIN MATHESON SCIENTIFIC SAVINGS INCENTIVE PLAN
(Full title of the Plans)
MARK A. UNDERBERG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(203) 929-2650
(Name, address and telephone number of agent for service)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
- ------------- ------------ ----------- ------------- ------------
Common Stock, 975,000(1) (2) $36,991,500(2) $12,755.69
par value
$.01 per share
Common Stock, 525,000(3) (2) $19,918,500(2) 6,868.45
par value $.01
per share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Consists of shares of Common Stock to be made available under the Fisher
Scientific International Inc. Savings and Profit Sharing Plan. Such
indeterminable number of additional shares as may be required in the event
of a stock dividend, stock split, recapitalization or other similar change
in the Common Stock are hereby also registered. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $37.94 per share, the
average of the high and low sale prices of the Registrant's Common Stock as
reported on the New York Stock Exchange on June 26, 1996.
(3) Consists of shares of Common Stock to be made available under the Curtin
Matheson Scientific Savings Incentive Plan. Such indeterminable number of
additional shares as may be required in the event of a stock dividend,
stock split, recapitalization or other similar change in the Common Stock
are hereby also registered. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Fisher Scientific International Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(a) The Company's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
General
Article Fifteenth of the Certificate of Incorporation of the Company
("Article Fifteenth") limits the personal liability of directors to the Company
of its stockholders for monetary damages for breaches of fiduciary duty as
directors. Article Fifteenth also defines the rights of certain individuals,
including directors and officers, to indemnification by the Company in the event
of personal liability or expenses incurred by them as a result of certain
litigation against them.
Article Fifteenth is consistent with the Delaware General Corporation
Law (the "Delaware Law"), which permits a Delaware corporation (i) to include in
its certificate of incorporation a provision limiting a director's liability for
monetary damages for breach of the duty of care and (ii) to indemnify certain
individuals, including its director, officers and employees.
Elimination of Liability in Certain Circumstances
Article Fifteenth would protect the Company's directors against
personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below. Under the Delaware law,
absent Article Fifteenth, directors could be held liable for gross negligence in
the performance of their duty of care but not for simple negligence. Article
Fifteenth absolves directors of liability for negligence in the performance of
their duties, including gross negligence. Directors remain liable for breaches
of their duty of loyalty to the Company and its stockholders, as well as acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit. Article Fifteenth also does not absolve directors of
liability under Section 174 of the Delaware Law, which makes directors
personally liable for
2
<PAGE>
unlawful dividends or unlawful stock repurchases or redemption and expressly
sets forth a negligence standard with respect to such liability.
Indemnification and Insurance
Under the Delaware Law, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys, fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and the Delaware Law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.
Article Fifteenth provides, among other things, that each person who
was or is made a party to, or is threatened to be made a part to, or is involved
in, any action, suit or proceeding by reason of the fact that he is the legal
representative, or is or was a director or officer of the Company (or was
serving at the request of the Company as a director, officer, employee or agent
for another entity) while serving in such capacity, shall be indemnified and
held harmless by the Company to the full extent authorized by the Delaware Law,
as in effect (or, to the extent indemnification is broadened, as it may be
amended), against all expenses, liability or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amount to be paid in
settlement) reasonably incurred by such person in connection therewith. Article
Fifteenth provides, in addition, that rights conferred thereby shall be contract
rights and shall include the right to be paid by the Company for expenses in
defending the proceedings specified above, in advance of their final
disposition. The Company may also, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.
3
<PAGE>
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks by such
policies include certain liabilities under the securities law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-14.
4
<PAGE>
Item 9. Undertakings
(a) RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of
the Securities Act, unless the information is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such posteffective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
5
<PAGE>
(b) SUBSEQUENT EXCHANGE ACT DOCUMENTS. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) INDEMNIFICATION. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 25th day of
June, 1996.
FISHER SCIENTIFIC INTERNATIONAL INC.
By:/s/ Mark A. Underberg
-----------------------------------
Mark A. Underberg
Vice President, General
Counsel and Secretary
The registrant and each person whose signature appears below constitutes and
appoints Mark A. Underberg and Paul M. Meister, and any agent for service named
in this registration statement and each of them, his or its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities, to sign and file (i) any and all amendments (including post-
effective amendments) to this registration statement, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission ("SEC") and (ii) any and all other instruments which any of said
attorneys-in-fact and agents deems necessary or advisable to enable the Company
to comply with the Securities Act of 1933, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following
7
<PAGE>
persons in the capacities indicated on the 25th day of June, 1996.
Signatures Title
- ---------- -----
/s/ Michael D. Dingman Chairman of the Board and
- ------------------------------- Director
Michael D. Dingman
/s/ Paul M. Montrone President and Director
- ------------------------------- (Principal Executive
Paul M. Montrone Officer)
/s/ Paul M. Meister Senior Vice President -
- ------------------------------- Chief Financial Officer
Paul M. Meister (Principal Financial
Officer)
/s/ Paul F. Patek Vice President - Controller
- ------------------------------- (Principal Accounting
Paul F. Patek Officer)
/s/ Philip E. Beekman Director
- -------------------------------
Philip E. Beekman
/s/ Gerald J. Lewis Director
- -------------------------------
Gerald J. Lewis
/s/ Edward A. Montgomery, Jr. Director
- -------------------------------
Edward A. Montgomery, Jr.
/s/ Lt. Gen. Thomas P.Stafford Director
- -------------------------------
Lt. Gen. Thomas P. Stafford
8
<PAGE>
/s/ Robert A. Day Director
- -------------------------------
Robert A. Day
9
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Fisher Scientific International Inc. Savings and Profit Sharing
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.
FISHER SCIENTIFIC
INTERNATIONAL INC. SAVINGS
AND PROFIT SHARING PLAN
By:/s/ Mark A. Underberg
-------------------------
Mark A. Underberg
10
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Curtin Matheson Scientific Savings Incentive Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.
CURTIN MATHESON SCIENTIFIC
SAVINGS INCENTIVE PLAN
By:/s/ Mark A. Underberg
-------------------------
Mark A. Underberg
11
<PAGE>
INDEX TO EXHIBITS
Description
Exhibit No. of Exhibit
- ----------- -----------
4.1 Specimen Certificate of
Common Stock, $.01 par
value per share, of the
Company (incorporated by
reference to the relevant
exhibit to the Company's
Registration Statement on
Form S-1 (Registration
No. 33-43505)).
4.2 Restated Certificate of
Incorporation of the
Company (incorporated by
reference to the Company's
Annual Report on Form 10-K
filed with the Securities
and Exchange Commission on
March 24, 1993).
4.3 Bylaws of the Company
(incorporated by refer-
ence to the Company's
Annual Report on Form 10-K
filed with the Securities
and Exchange Commission on
March 24, 1993).
4.4 Indenture dated as of
March 1, 1993 between the
Company and the First
National Bank of Boston,
as Trustee (incorporated
by reference to the
Company's Annual Report on
Form 10-K filed with the
Securities and Exchange
Commission on March 24,
1993).
4.5 Senior Debt Securities
Indenture dated as of
December 18, 1995 between
the Company and Mellon
Bank, N.A., as Trustee
(incorporated by reference
to the relevant exhibit to
the Company's Registration
Statement on Form S-3
12
<PAGE>
Description
Exhibit No. of Exhibit
----------- -----------
(Registration No. 33-
99884)).
5.1 Copy of Internal Revenue
Service ("IRS")
determination
letter that the Fisher
Scientific International Inc.
Savings and Profit Sharing
Plan (the "Fisher Plan")
is qualified under
section 401(a) of the
Internal Revenue Code of
1986, as amended (the
"Code") (filed herewith).
5.2 The undersigned registrant
hereby undertakes to
submit the Fisher Plan and
any amendments thereto to
the IRS in a timely manner
and will make all changes
required by the IRS in
order to qualify the
Fisher Plan under section
401(a) of the Code.
5.3 The undersigned registrant
hereby undertakes to
submit the Curtin Matheson
Scientific Savings Incentive
Plan, formerly the Fisons Scientic
Equipment Savings Incentive Plan
(the "CMS Plan"), and
any amendments thereto to
the IRS in a timely manner
and will make all changes
required by the IRS in
order to qualify the CMS
Plan under section 401(a)
of the Code.
23 Consent of Deloitte & Touche
LLP (filed herewith).
24 Powers of Attorney (filed
herewith-see pages 8-9 of
the Registration
Statement).
99.1 Financial Statements for the
Fisher Plan for the fiscal
years ended December 31, 1994
and December 31, 1995 and the
report of Arthur Andersen LLP
thereon.
13
<PAGE>
Description
Exhibit No. of Exhibit
----------- -----------
99.2 Financial Statements for the
CMS Plan for the fiscal years
ended December 31, 1994 and
December 31, 1995 and the
report of Price Waterhouse LLP
thereon.
14
<PAGE>
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: DEC 13 1995 02-0451017
File Folder Number:
FISHER SCIENTIFIC INTERNATIONAL 023000583
INC Person to Contact:
C/O L JACKSON LLOYD SESSLER
C/O DEBEVOSIE & PLIMPTON Contact Telephone Number:
875 THIRD AVENUE (516) 683-5388
NEW YORK, NY 10022 Plan Name:
FISHER SCIENTIFIC INTERNATIONAL
INC SAVINGS AND PROFIT SHARING PL
Plan Number: 048
Dear Applicant:
- --
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 23, 1994.
This determination letter is also applicable for the amendment(s) adopted
on October 26, 1995.
This plan satisfies the minimum coverage requirements on the basis of the
average benefit test in section 410(b)(2) of the Code.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees
Letter 835 (DO/CG)
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 401(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Letter 835 (DO\CG)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Fisher Scientific International Inc. on Form S-8 of our report dated
February 16, 1996, appearing in the Annual Report on Form 10-K of Fisher
Scientific International Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
July 1, 1996
<PAGE>
EXHIBIT 99.1
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
Financial Statements for the
Years Ended December 31, 1995 and 1994
Together With Auditors' Report
EIN: 02-0451017
Plan No: 048
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
TABLE OF CONTENTS
Page
----
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . 1
Statements of Net Assets Available
for Benefits for the Years Ended December 31, 1995 and 1994 . . . . . . 2
Statements of Changes in Net Assets Available
for Benefits for the Years Ended December 31, 1995 and 1994 . . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 4-12
Supplemental Schedules for the Year Ended December 31, 1995:
ITEM 27a - Schedule of Assets Held for Investment Purposes. . . . . . . 13-22
ITEM 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of
Within the Plan Year . . . . . . . . . . . . . . . . . . . . 23
ITEM 27d - Schedule of Reportable Transactions. . . . . . . . . . . . . 24
All schedules required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, other than those listed above, are omitted because of the absence of
conditions under which they are required.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Fisher Scientific International Inc. Savings and Profit Sharing Plan:
We were engaged to audit the financial statements and supplemental schedules of
the Fisher Scientific International Inc. Savings and Profit Sharing Plan (the
"Plan") as of December 31, 1995, and for the year then ended, as listed in the
accompanying table of contents. These financial statements and schedules are
the responsibility of the Company's management. The financial statements of the
Plan as of December 31, 1994, and for the year then ended, were reported upon by
other auditors whose report dated July 7, 1995, included a disclaimer opinion
because the plan administrator, as permitted by the Department of Labor Rules
and Regulations, instructed them not to audit the information certified by the
trustee.
As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 6, which was certified by Mellon Bank, N.A., the trustee of
the Plan, except for comparing such information with the related information
included in the 1995 financial statements and supplemental schedules. We have
been informed by the plan administrator that the trustee holds the Plan's
investment assets and executes investment transactions. The plan administrator
has obtained a certification from the trustee as of and for the year ended
December 31, 1995, that the information provided to the plan administrator by
the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the information certified by the trustee, have been audited by us
in accordance with generally accepted auditing standards and, in our opinion,
are presented in compliance with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974.
New York, New York
April 29, 1996
-1-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994
1995 1994
--------------- ---------------
Assets at Fair Value:
Investment in Collective Funds $ 63,368,858 $ 51,533,190
Investment in Registered Investment Companies 1,565,434 1,308,888
Other Investments 20,993,345 15,542,984
Other Assets:
Contributions Receivable:
Company 633,969 128,196
Participants 242,959 146,130
Income Receivable 435,676 110,413
------------ ------------
Total Assets 87,240,241 68,769,801
Liabilities (413,118) (63,922)
------------ ------------
Net Assets Available for Benefits $ 86,827,123 $ 68,705,879
------------ ------------
------------ ------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
-2-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------------- ----------------
<S> <C> <C>
CONTRIBUTIONS:
Company $ 2,921,401 $ 2,041,820
Participants 5,871,732 5,486,174
----------- -----------
Total contributions 8,793,133 7,527,994
----------- -----------
INVESTMENT INCOME (LOSS):
Dividends and interest 623,048 477,921
Net appreciation (depreciation) in fair value of investments:
Common stock/corporate obligations 2,762,141 (1,297,549)
Investment in registered investment company 256,546 58,619
Investment in collective funds 9,169,023 (868,154)
----------- -----------
Net investment income (loss) 12,810,758 (1,629,163)
----------- -----------
PAYMENTS TO PARTICIPANTS (5,715,895) (5,430,569)
ASSETS TRANSFERRED FROM OTHER PLANS 2,586,655 11,117,437
ADMINISTRATIVE EXPENSES (353,407) (259,398)
----------- -----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 18,121,244 11,326,301
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF
YEAR 68,705,879 57,379,578
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $86,827,123 $68,705,879
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
-3-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
Years Ended December 31, 1995 and 1994
1. DESCRIPTION OF PLAN
The following description of the Fisher Scientific International Inc.
Savings and Profit Sharing Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
a. GENERAL--The Plan is a defined contribution plan designed to comply
with the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). The Plan is intended to assist employees in a long-
range program of savings, to aid in meeting financial emergencies
which may arise and to be used as a means of adding to their
retirement income. The Plan is sponsored by Fisher Scientific
International Inc. ("Fisher" or the "Company"). The Administrative
Committee and the plan administrator control and manage the operation
and administration of the Plan. Mellon Bank, N.A. ("Mellon" or
"trustee") serves as the trustee of the Plan.
b. CONTRIBUTIONS--Each year, participants may contribute before-tax or
after-tax earnings from 1% to 15% of eligible pay, as defined in the
Plan. Participants may make a contribution which qualifies as a
rollover from another qualified plan, provided the amount is not less
than $500. The Company will match 25% of each participant's basic
contribution, up to the specified maximum limit. During 1995 and
1994, the Company also made a supplemental 25% contribution to
participants. Company contributions made on behalf of each
participant will be limited, if necessary, to comply with limits set
by the Internal Revenue Service ("IRS").
c. PARTICIPANT ACCOUNTS--Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and
allocations of (a) Company contributions, (b) Plan earnings, and (c)
administrative expenses. Allocations are based on participant
earnings or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts of $57,608 and $51,462
were used to reduce Company contributions in 1995 and 1994,
respectively.
d. VESTING--Participants are immediately vested in their contributions
plus actual earnings thereon. Participants vest in Company
contributions and actual earnings thereon at a rate of 20% for each
year of service completed. A participant will become fully vested if
termination occurs as a result of death, retirement or disability.
e. INVESTMENT OPTIONS-Upon enrollment in the Plan, a participant may
direct his or her contributions in 10% increments in funds A, B or C,
as defined below. Participants may direct Company contributions in
funds A, B, C or D, as defined below. Participants may change or
transfer their investment options no more than four times per Plan
year.
-4-
<PAGE>
1. DESCRIPTION OF PLAN (CONTINUED)
e. INVESTMENT OPTIONS (CONTINUED)
Interest Income Fund ("Fund A")-Funds are invested and reinvested
principally in one or more fixed income investments.
Equity Indexed Fund ("Fund B")-Funds are invested and reinvested
principally in a passively managed, diversified fund of capital,
common or other form of equity stock with the objective of simulating
the performance of Standard & Poor's Index of 500 stocks.
Balanced Fund ("Fund C")-Funds are invested and reinvested principally
in capital, common or other form of equity stock, or securities
convertible into stock, of corporations, and in one or more fixed
income investments. However, no contributions allocated to this fund
can be invested in any stock or securities convertible into stock, of
Fisher or any of its predecessors, subsidiaries or affiliates.
Fisher Stock Fund ("Fund D")-Company contributions only may be
invested in Fisher stock. These funds are invested and reinvested
principally in the capital stock of Fisher or any successor.
f. LOANS TO PARTICIPANTS-Participants may borrow from their accounts a
minimum of $1,000 up to the lesser of $50,000 or 50% of their vested
account balance not to exceed the value of their before-tax
contributions, as defined. Loan transactions are treated as a
transfer between the investment fund and the loan fund. Loan terms
range from one to five years. The loans are secured by the balance in
the participant's before-tax account and bear interest at a rate
commensurate with the return provided by the interest rates charged by
commercial lending institutions for loans made under similar
circumstances. Interest rates ranged from 6 to 9.75 percent in 1995.
Principal and interest is paid ratably through monthly payroll
deductions.
g. PAYMENT OF BENEFITS-On termination of service, a participant may elect
to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or quarterly or
annual installments over a period not exceeding ten years. Amounts
distributed from the Stock Fund are distributed at the participant's
election in Fisher stock or cash. Amounts payable to such
participants at December 31, 1995 and 1994, were $679,255 and
$912,693, respectively, and in accordance with Department of Labor
Rules and Regulations, are not reflected as a liability in the
accompanying statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING-The Plan's financial statements are prepared on
the accrual basis of accounting.
b. INVESTMENT IN COLLECTIVE FUNDS--Included in the Plan's net assets is
its interest in the assets, income, expenses, gains and losses of the
American Express Trust Managed Stable Capital Income Fund (the
"American Express Fund") and the Mellon Employee Benefit Daily Opening
Stock Index Fund (the "EB Fund"), as periodically computed based upon
the relationship of the Plan's assets to net assets of these funds.
-5-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. INVESTMENT IN COLLECTIVE FUNDS (CONTINUED)
As of December 31, 1995, the total current value of the net assets in
the American Express Fund was $100,401,813. The EB Fund had net
assets of $1,056,082,080 as of December 31, 1995. The Plan's share at
the end of 1995 in the American Express Fund and the EB Fund was
$40,086,737 and $23,282,121, respectively.
c. INVESTMENT IN REGISTERED INVESTMENT COMPANIES--Included in the Plan's
net assets is its interest in the assets, income, expenses, gains and
losses of the Eclipse Financial Asset Trust Equity Fund (the "Eclipse
Fund"), as periodically computed based upon the relationship of the
Plan's assets to net assets of this fund. The Eclipse Fund had net
assets at December 31, 1995 of $174,705,179, of which the Plan's share
was $1,565,434.
d. OTHER INVESTMENTS-Investment securities are stated at fair value based
upon the closing sales prices reported on recognized securities
exchanges on the last business day of the year and for investments
traded on the over-the-counter market, at the last reported bid
prices. Participant loans receivable are valued at cost which
approximates market.
e. PLAN EXPENSES-The Plan's expenses are incurred directly by the Plan.
f. ASSETS TRANSFERRED FROM OTHER PLANS-The Plan reflects net transfers of
assets due to changes in employee status, such as transfers, as assets
transferred from other plans in the statements of changes in net
assets available for benefits.
g. PAYMENT OF BENEFITS-Benefits are recorded when paid.
h. RECLASSIFICATION-Certain 1994 amounts have been reclassified to
conform with 1995 presentation.
3. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Mellon.
Mellon is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. Total Mellon mutual fund
investments held by the Plan as of December 31, 1995 and 1994, were
$23,916,805 and $16,021,699, respectively.
4. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event of any termination of the Plan, or upon complete or partial
discontinuance of contributions, the accounts of each affected participant
shall become fully vested. In such event, the assets of the Plan would be
distributed to participants in accordance with plan provisions.
-6-
<PAGE>
5. TAX STATUS
The Plan obtained its latest determination letter dated December 13, 1995,
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 not been amended since receiving this
determination letter and therefore 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, no provision for income taxes has been included in the
Plan's financial statements.
6. INFORMATION CERTIFIED BY TRUSTEE
No auditing procedures were performed by the independent public accountants
as permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 ("ERISA") with respect to investments and
investment income/loss which was certified as complete and accurate by the
Trustee.
7. PLAN CHANGES
Effective April 1, 1994, the Hamilton Scientific Inc. Profit Sharing Plan
was merged into the Plan and net assets available for benefits of
approximately $6,500,000 were transferred to the Plan. Effective
October 1, 1994, certain assets and liabilities from the Williams and
Watts, Inc. Savings and Investment Retirement Plan were transferred into
the Plan resulting in an increase in net assets available for benefits of
approximately $1,400,000.
Certain employees are eligible to participate in an additional Retirement
Contribution Account. The Company has discretionary power to make annual
contributions. The retirement contributions, once approved by the Board of
Directors, are participant directed into the Plan's investment options.
The Board of Directors voted on December 27, 1994, as defined in the Plan,
to contribute an amount of 3% of earnings of certain eligible employees
during 1994.
-7-
<PAGE>
8. RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits
according to the financial statements to Form 5500:
DECEMBER 31, DECEMBER 31,
1995 1994
--------------------------------
Net assets available for benefits
per the financial statements $86,827,123 $68,705,879
Amounts allocated to
withdrawing participants (679,255) (912,693)
------------ ------------
Net assets available for benefits
per Form 5500 $86,147,868 $67,793,186
------------ ------------
------------ ------------
The following is a reconciliation of benefits paid to participants
according to the financial statements to Form 5500:
YEAR ENDED
DECEMBER 31,
1995
-----------------
Benefits paid to participants per the
financial statements $ 5,715,895
Add: Amounts allocated to withdrawing
participants at December 31, 1995 679,255
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (912,693)
------------
Benefits paid to participants per Form
5500 $ 5,482,457
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
-8-
<PAGE>
9.INVESTMENTS FUNDS DETAIL
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Loan Fund Total
----------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE:
Collective Funds:
American Express Trust Managed
Stable Capital Income Fund $40,086,737* $40,086,737
Mellon Employee Benefit Daily
Opening Stock Index Fund
Registered Investment Companies: $23,282,121* 23,282,121
Eclipse Financial Asset Trust
Equity Fund $1,565,434 1,565,434
Other Investments:
Other common stock/corporate
obligations 14,716,821* $3,750,816 18,467,637
Cash and cash equivalents 384,521 201 256,705 641,427
Loans to participants $1,884,281 1,884,281
----------- ----------- ----------- ---------- ---------- -----------
Total investments 40,471,258 23,282,322 16,538,960 3,750,816 1,884,281 85,927,637
RECEIVABLES 784,837 136,615 248,043 143,109 1,312,604
LIABILITIES (205,682) (169,325) (38,111) (413,118)
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $41,050,413 $23,418,937 $16,617,678 $3,855,814 $1,884,281 $86,827,123
----------- ----------- ----------- ---------- ---------- -----------
----------- ----------- ----------- ---------- ---------- -----------
</TABLE>
* Represents plan investments which exceeded 5% of net assets available
for benefits as of audit date.
-9-
<PAGE>
9.INVESTMENTS FUNDS DETAIL (CONTINUED)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1994:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Loan Fund Total
----------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE:
Collective Funds:
American Express Trust Managed
Stable Capital Income Fund $36,831,456* $36,831,456
Mellon Employee Benefit Daily
Opening Stock Index Fund
Registered Investment Companies: $14,701,734* 14,701,734
Eclipse Financial Asset Trust
Equity Fund $1,308,888 1,308,888
Other Investments:
Other common stock/corporate
obligations 10,129,724* $2,307,022 12,436,746
Cash and cash equivalents 101,108 96 1,142,750 76,761 1,320,715
Loans to participants $1,785,523 1,785,523
----------- ----------- ----------- ---------- ---------- -----------
Total investments 36,932,564 14,701,830 12,581,362 2,383,783 1,785,523 68,385,062
RECEIVABLES 134,954 62,321 176,065 11,399 384,739
LIABILITIES (63,922) (63,922)
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $37,067,518 $14,764,151 $12,757,427 $2,331,260 $1,785,523 $68,705,879
----------- ----------- ----------- ---------- ---------- -----------
----------- ----------- ----------- ---------- ---------- -----------
</TABLE>
* Represents plan investments which exceeded 5% of net assets available
for benefits as of audit date.
-10-
<PAGE>
9.INVESTMENTS FUNDS DETAIL (CONTINUED)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Loan Fund Total
----------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Company $1,460,374 $434,051 $421,320 $605,656 $2,921,401
Participants 2,480,879 1,655,142 1,735,711 5,871,732
----------- ----------- ----------- ---------- -----------
Total contributions 3,941,253 2,089,193 2,157,031 605,656 8,793,133
----------- ----------- ----------- ---------- -----------
INVESTMENT INCOME:
Dividends and interest 8,578 2,317 601,657 10,496 623,048
Net appreciation in fair value of
investments:
Common stock/corporate
obligations 1,917,182 844,959 2,762,141
Investment in registered investment
company 256,546 256,546
Investment in collective funds 3,321,163 5,847,860 9,169,023
----------- ----------- ----------- ---------- -----------
Net investment income 3,329,741 5,850,177 2,775,385 855,455 12,810,758
----------- ----------- ----------- ---------- -----------
PAYMENTS TO PARTICIPANTS (3,553,187) (854,996) (1,145,376) (162,336) (5,715,895)
----------- ----------- ----------- ---------- -----------
ASSETS TRANSFERRED FROM OTHER
FUNDS OR PLANS 437,147 1,630,656 184,516 235,578 $98,758 2,586,655
----------- ----------- ----------- ---------- ---------- -----------
ADMINISTRATIVE EXPENSES (172,059) (60,244) (111,305) (9,799) (353,407)
----------- ----------- ----------- ---------- ---------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 3,982,895 8,654,786 3,860,251 1,524,554 98,758 18,121,244
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 37,067,518 14,764,151 12,757,427 2,331,260 1,785,523 68,705,879
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR 41,050,413 23,418,937 16,617,678 3,855,814 1,884,281 86,827,123
----------- ----------- ----------- ---------- ---------- -----------
----------- ----------- ----------- ---------- ---------- -----------
</TABLE>
-11-
<PAGE>
9.INVESTMENTS FUNDS DETAIL (CONTINUED)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1994:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Loan Fund Total
----------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Company $778,874 $346,547 $377,907 $538,492 $2,041,820
Participants 2,359,721 1,558,028 1,568,425 5,486,174
----------- ----------- ----------- ---------- -----------
Total contributions 3,138,595 1,904,575 1,946,332 538,492 7,527,994
----------- ----------- ----------- ---------- -----------
INVESTMENT INCOME (LOSS):
Dividends and interest 10,420 2,838 456,466 8,197 477,921
Net appreciation (depreciation) in
fair value of investments:
Common stock/corporate
obligations (404,435) (893,114) (1,297,549)
Investment in registered investment
company 58,619 58,619
Investment in collective funds 1,442,414 (2,310,568) (868,154)
----------- ----------- ----------- ---------- -----------
Net investment income (loss) 1,452,834 (2,307,730) 110,650 (884,917) (1,629,163)
----------- ----------- ----------- ---------- -----------
PAYMENTS TO PARTICIPANTS (4,455,507) (517,071) (358,969) (99,022) (5,430,569)
----------- ----------- ----------- ---------- -----------
ASSETS TRANSFERRED FROM
OTHER FUNDS OR PLANS 2,409,099 4,598,146 3,217,358 716,882 $175,952 11,117,437
----------- ----------- ----------- ---------- ---------- -----------
ADMINISTRATIVE EXPENSES (141,527) (39,012) (72,250) (6,609) (259,398)
----------- ----------- ----------- ---------- ---------- -----------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 2,403,494 3,638,908 4,843,121 264,826 175,952 11,326,301
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 34,664,024 11,125,243 7,914,306 2,066,434 1,609,571 57,379,578
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR 37,067,518 14,764,151 12,757,427 2,331,260 1,785,523 68,705,879
----------- ----------- ----------- ---------- ---------- -----------
----------- ----------- ----------- ---------- ---------- -----------
</TABLE>
-12-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
MONEY MARKET FUND
*Mellon Employee Benefit
Temporary Investment Fund 634,684 shares $634,684 $634,684
CORPORATE OBLIGATIONS
AT&T Capital Corp. $50,000 par value, maturity date
Medium Term Notes 11/1/96, 7.4% 50,486 50,728
Allstate Corp. Notes $100,000 par value, maturity date
6/15/98, 5.875% 100,730 100,219
American Express Credit $100,000 par value, maturity date
Corp. Notes 2/01/99, 7.375% 101,491 104,597
American General Finance $200,000 par value, maturity date
Corp. SR Notes 4/01/97, 5.8% 200,400 200,598
American Home Products $100,000 par value, maturity date
Corp. Shelf 3 2/15/00, 7.7% 101,926 106,999
Ameritech Cap. FDG Corp. $100,000 par value, maturity date
GTD Notes FLTG rate 5/12/98, 4.862% 100,000 100,040
AON Corp. Notes $85,000 par value, maturity date
10/01/99, 6.875% 84,305 87,720
Aristar Inc. Senior Notes $100,000 par value, maturity date
2/15/99, 7.875% 99,539 106,004
</TABLE>
-13-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
Associates Corp. North
America Notes $100,000 par value, maturity date
2/01/98, 6.125% 97,215 101,000
Associates Corp. North $100,000 par value, maturity date
America Notes 8/01/96, 4.75% 99,892 99,480
Avco Financial Services, Inc. $100,000 par value, maturity date
Notes 11/15/96, 7.5% 102,335 101,658
CIT Group Holdings Inc. $100,000 par value, maturity date
Notes 4/15/98, 8.75% 102,393 106,603
CNA Financial Corp. Senior $100,000 par value, maturity date
Notes 3/1/98, 8.875% 100,360 106,030
Chubb Corporate Notes $86,000 par value, maturity date
11/15/99, 8.75% 86,000 91,716
Chrysler Financial Corp. $200,000 par value, maturity date
Notes 8/15/00, 6.625% 197,876 204,708
Coca-Cola Enterprises Inc. $100,000 par value, maturity date
Notes 11/15/99, 7% 100,071 104,453
Commercial Credit Group $100,000 par value, maturity date
Inc. Notes 1/15/97, 6.75% 100,404 101,134
Consolidated Edison Co. NY $50,000 par value, maturity date
Inc. Debentures 4/01/98, 6.25% 52,051 50,536
Dillard Dept. Stores Inc. $100,000 par value, maturity date
Shelf 12 Notes 6/15/99, 7.375% 98,335 104,490
</TABLE>
-14-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
Dow Capital BV Notes $50,000 par value, maturity date
9/15/97, 5.75% 51,224 49,922
Eaton Corp. Notes $100,000 par value, maturity date
4/1/99, 6.375% 100,040 102,176
Ford Motor Credit Co. Senior $100,000 par value, maturity date
Notes 9/15/99, 6.375% 99,082 101,694
Ford Motor Credit Co. $100,000 par value, maturity date
Notes 1/15/99, 5.625% 100,363 99,501
General Electric Capital Corp. $100,000 par value, maturity date
Notes 1/15/98, 8% 100,951 104,643
Heinz HJ Co. Notes $100,000 par value, maturity date
9/15/97, 5.50% 101,969 99,716
Heller Financial Inc. Notes $100,000 par value, maturity date
12/15/98, 8% 99,093 105,698
Hershey Foods Corp. Shelf 3 $200,000 par value, maturity date
Notes 10/01/05, 6.7% 204,340 209,074
Hertz Corp. Senior Notes $100,000 par value, maturity date
6/15/01, 7.375% 99,426 105,726
Household Finance Corp. $100,000 par value, maturity date
Notes 3/15/97, 7.5% 102,157 102,249
Illinois Tool Works Inc. $200,000 par value, maturity date
Notes 3/01/00, 5.875% 197,042 200,780
</TABLE>
-15-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
Ingersoll Rand Co. Notes $50,000 par value, maturity date
11/01/96, 8.25% 51,731 50,928
International Business $200,000 par value, maturity date
Machines Corp. Notes 6/15/00, 6.375% 200,473 204,940
International Lease Finance $100,000 par value, maturity date
Corp. Notes 10/01/96, 7.9% 99,590 101,663
International Paper Co. $50,000 par value, maturity date
Medium Term Notes 3/18/99, 7.8% 50,000 53,124
McDonalds Corp. Shelf 21 $200,000 par value, maturity date
Notes 9/01/05, 6.625% 203,666 205,740
Michigan Consolidated Gas $100,000 par value, maturity date
Co. Notes 5/01/97, 6.25% 99,250 100,692
Mobil Corporation Notes $100,000 par value, maturity date
12/17/96, 6.5% 101,813 100,870
Jenney J C Inc. Notes $100,000 par value, maturity date
6/16/99, 6.875% 100,963 103,648
PepsiCo Inc. Notes $100,000 par value, maturity date
11/15/96, 7% 101,475 101,175
PepsiCo Inc. Medium Term $90,000 par value, maturity date
Notes Book Entry Tranche 5/15/00, 6.8%
#TR 00070 91,161 93,550
</TABLE>
-16-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
Phillip Morris Co. Inc. Notes $100,000 par value, maturity date
3/15/97, 7.5% 102,250 101,900
Pitney Bowes Credit Corp. $200,000 par value, maturity date
Notes 6/1/02, 6.625% 203,460 208,220
Progressive Corp. Ohio Notes $100,000 par value, maturity date
1/15/04, 6.6% 100,801 101,398
Public Service Electric and $100,000 par value, maturity date
Gas Co. First and Ref. Mtg. 1/01/98, 6% 99,650 100,606
Raytheon Co. Note $200,000 par value, maturity date
7/15/05, 6.5% 202,404 206,816
Reebok International Limited $50,000 par value, maturity date
Debentures 9/15/05, 6.75% 50,281 51,500
Rockwell International Corp. $200,000 par value, maturity date
Notes 6/01/05, 6.625% 204,480 207,064
Sara Lee Corp. Medium Term $100,000 par value, maturity date
Notes 1/13/97, 4.8% 100,217 99,330
Shell Oil Co. Notes $100,000 par value, maturity date
12/15/98, 6.95% 100,580 103,595
Southern California Edison $100,000 par value, maturity date
Co. 1st Mortgage 7/15/97, 6.125% 103,924 100,808
</TABLE>
-17-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ---------------------------- ----------------------------- -------- -------------
<S> <C> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
Southwestern Bell Telephone $100,000 par value, maturity date
Co. Note 6/01/96, 8.3% 102,123 101,062
Supervalue Inc. Notes $100,000 par value, maturity date
7/15/99, 7.25% 100,029 104,706
Transamerica Financial Corp. $100,000 par value, maturity date
Senior Notes 8/15/97, 6.75% 100,000 101,648
Upjohn Co. Medium Term $100,000 par value, maturity date
Notes #TR 00021 3/11/98, 5.32% 100,470 99,535
USL Capital Corp. Senior $150,000 par value, maturity date
Notes 2/15/00, 8.125% 151,718 161,817
U.S. Life Corp. Notes $100,000 par value, maturity date
1/15/98, 6.75% 99,395 101,878
Union Pacific Corp. Notes $150,000 par value, maturity date
5/15/01, 7.375% 153,012 159,524
WMX Technologies Inc. $100,000 par value, maturity date
Notes 11/15/99, 8.25% 102,478 108,556
Walmart Stores Inc. Notes $100,000 par value, maturity date
9/15/97, 5.5% 102,112 99,956
Warner Lambert Co. Notes $100,000 par value, maturity date
9/01/98, 8% 101,257 105,608
</TABLE>
-18-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
-------------------------------------------------- --------------------------- ------------ ---------------
<S> <C> <C> <C>
COMMON STOCKS
ALCO Standard Corp. 1,700 shares 78,183 77,563
Allegheny Power System Inc. 4,600 shares 110,393 131,675
American Electric Power Co. 4,200 shares 138,632 170,100
American Stores Co. Del. Com New 4,000 shares 111,571 107,000
Arrow Electronics Inc. NY 2,100 shares 102,486 90,300
Avnet Inc. NY 1,500 shares 68,577 67,125
Bear Stearns Cos Inc. 4,000 shares 81,524 79,500
Bergen Brunswig Corp NJ Class A 2,900 shares 73,355 72,138
CIPSCO Inc. 2,200 shares 64,416 85,800
CMS Energy Corp. 2,600 shares 64,498 77,675
Cardinal Health Inc. Ohio 4,300 shares 198,632 235,425
Central & South West Corp Del 5,500 shares 140,757 153,313
Coastal Corp Del 5,000 shares 157,857 185,000
Columbia Gas System Inc. Del 2,000 shares 77,241 87,750
Conagra Inc. Del 4,000 shares 127,200 165,000
Cummins Engine Co Inc. Individual 7,700 shares 318,183 284,900
Detroit Edison Co 4,700 shares 139,457 162,150
Digital Equipment Corp 3,900 shares 153,262 250,088
Eckard Corp. Florida 1,900 shares 56,839 84,788
F P L Group Inc. 5,000 shares 189,282 231,875
Federal Express Corp Del 2,000 shares 159,021 147,750
Fingerhut Cos. Inc. 7,200 shares 143,558 99,900
Fluor Corp Del 2,000 shares 130,100 132,000
Gateway 2000 Inc. SD 5,000 shares 127,986 122,500
Giant Food Inc. Del Class A 2,500 shares 70,463 78,750
</TABLE>
-19-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ------------------------------------------------- ------------------------------ ---------------- -----------------
<S> <C> <C> <C>
COMMON STOCKS (CONTINUED)
Great Western Financial Corp. Del Cap 3,100 shares 80,120 78,663
Honda Motor Co Ltd Japan New Adr Amern Shares
par value 50 yen
2,200 shares 80,986 91,850
IBP Inc. Del 2,300 shares 69,759 116,150
Illinova Corp. Ill 5,900 shares 133,930 177,000
Johnson Controls Inc. Wisc 1,800 shares 112,384 123,750
KLM Royal Dutch Airline NY Reg PV 100 Guilders 2,200 shares 76,300 77,550
Kerr-McGee Corp. Del 1,300 shares 62,478 82,550
Kroger Co. Ohio 7,500 shares 188,361 280,313
National City Corp. Del 2,500 shares 81,265 82,813
Ohio Edison Co Ohio 12,000 shares 245,997 282,000
Pacific Gas & Electric Co Cal 5,400 shares 159,495 153,225
Philips Electronics NV Netherlands NY SHS
Guilders .10 1,500 shares 44,505 53,813
Pinnacle West Capital Corp 9,000 shares 192,521 258,750
</TABLE>
-20-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- ------------------------------------------------- --------------------------- ---------------- ----------------------------
<S> <C> <C> <C>
COMMON STOCKS (CONTINUED)
Polaroid Corp Del 2,000 shares 62,120 94,750
Price/Costco Inc. 2,300 shares 33,524 35,075
Public Service Co of Colorado 2,500 shares 80,438 88,438
Rykoff Sexton Inc. Del 1,600 shares 38,910 28,000
Scecorp Calif 5,700 shares 98,744 100,463
SCI Systems Inc. Del 2,400 shares 47,700 74,400
Safeway Inc. Del New 5,100 shares 169,882 262,650
Southtrust Corp Del 3,100 shares 79,825 79,438
Super Valu Inc. Effective 6/30/92 5,200 shares 158,454 163,800
Sysco Corp Del 8,000 shares 228,643 260,000
UAL Corp Illinois 400 shares 73,962 71,400
USX-Marathon Group 3,100 shares 58,280 60,450
U S F & G Corp MD 4,700 shares 81,310 79,313
Unicom Corp 3,900 shares 103,663 127,725
Union Carbide Corp NY 2,100 shares 80,617 78,750
United Technologies Corp 3,500 shares 297,269 332,063
Universal Corp Virginia 3,500 shares 74,809 85,313
Vons Companies Inc. Mich 3,500 shares 67,550 98,875
Walgreen Co Ill 6,100 shares 148,169 182,238
</TABLE>
-21-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Collateral,
Lessor or Similar Party Par, or Maturity Value Cost Current Value
- -------------------------------------------------- --------------------------- ---------------- -------------------
<S> <C> <C> <C>
COMMON STOCKS (CONTINUED)
Washington Mutual Inc. 2,900 shares 83,021 83,738
Western Resources Inc. 2,100 shares 66,365 70,088
Winn Dixie Stores Inc. Florida 4,600 shares 123,763 169,625
COLLECTIVE FUNDS
American Express Trust Managed Stable
Capital Income Fund 37,782,037 40,086,737
*Mellon Employee Benefit Daily Opening Stock
Index Fund 153,618 shares 18,334,108 23,282,121
REGISTERED INVESTMENT COMPANIES
Eclipse Financial Asset Trust Equity
Fund 115,445 shares 1,374,274 1,565,434
EMPLOYER SECURITIES
*Fisher Scientific Intl. Inc. PA 112,384 shares 3,318,769 3,750,816
LOANS TO PARTICIPANTS Rate of 6 to 9.75%, maturing
1/31/96 to 12/31/00 1,884,281 1,884,281
</TABLE>
* Party-in-interest
-22-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27a-Schedule of Assets Held for Investment Purposes Which Were
Both Acquired and Disposed of Within the Plan Year
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment,
Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Collateral, Cost of Proceeds of
Lessor or Similar Party Par, or Maturity Value Acquisitions Dispositions
- --------------------------------------------------- ---------------------------- --------------- ---------------
<S> <C> <C> <C>
Advanced Micro Devices Inc. rights
to purchase 2,500 25
ITT Corp. NT DTD 1/16/92 50,000 49,399 50,734
</TABLE>
-23-
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING PLAN
EIN: 02-0451017
PLAN NO: 048
ITEM 27d-Schedule of Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
EXPENSE CURRENT VALUE
INCURRED OF ASSET ON
IDENTITY OF PURCHASE SELLING WITH COST TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION OF ASSET DATE OR (LOSS)
- ------------------- ------------------------ ---------- --------- ------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions
Mellon Bank, N.A. Mellon Employee Benefit
Temporary Investment
Fund:
Sales $20,273,838 $20,273,838 $20,273,838
Purchases $19,588,557 19,588,557 19,588,557
American Express American Express Trust
Managed Stable Capital
Income Fund:
Sales 3,533,173 3,482,900 3,533,173 50,273
Purchases 3,467,292 3,467,292 3,467,292
Mellon Bank, N.A. Mellon Employee Benefit
Daily Opening Stock
Index Fund:
Sales 1,066,490 944,008 1,066,490 122,482
Purchases 3,832,158 3,832,158 3,832,158
</TABLE>
-24-
<PAGE>
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<PAGE>
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
INDEX
Page
----
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits as of
December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1995 and 1994 3
Notes to Financial Statements 4
Schedule of Net Assets Available for Plan Benefits by Fund 9
Schedule of Changes in Net Assets Available for Plan Benefits by Fund 11
Supplemental Financial Schedules:*
I. Item 27a - Assets Held for Investment Purposes 13
II. Item 27d - Reportable Transactions 15
* All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because the schedules are not applicable.
<PAGE>
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
June 14, 1996
To the Participants and Administrative Committee of the
Fisons Scientific Equipment Savings Incentive Plan
We were engaged to audit the financial statements of the Fisons Scientific
Equipment Savings Incentive Plan as of December 31, 1995 and 1994, respectively,
and for the years then ended and the schedules as of and for the year ended
December 31, 1995, as listed in the accompanying index. These financial
statements are the responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Administrative Committee instructed us not to perform,
and we did not perform, any auditing procedures with respect to the information
summarized in Note 5, which was certified by NationsBank of Texas, N.A., the
trustee of the Plan, except for comparing such information with the related
information included in the financial statements and schedules. We have been
informed by the Administrative Committee that the trustee holds the Plan's
investment assets and executes investment transactions. The Administrative
Committee has obtained a certification from the trustee as of and for the years
ended December 31, 1995 and 1994 that the information provided to the
Administrative Committee by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the information certified by the trustee, have been audited by us
in accordance with generally accepted auditing standards and, in our opinion,
are presented in compliance with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974.
As discussed in Note 8, the accompanying statement of net assets available for
plan benefits includes a guaranteed income contract (GIC) investment from
Executive Life Insurance Company (ELIC) having a carrying value of $770,902
(1.6% of net assets available for plan benefits) at December 31, 1995. As a
result of the Conservatorship and pending Rehabilitation of ELIC, the fair value
of the GIC and the Plan's ability to realize this investment cannot presently be
determined. The financial statements do not include any adjustment which might
result from the outcome of this uncertainty.
PRICE WATERHOUSE LLP
<PAGE>
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
------------
1995 1994
---- ----
Guaranteed income contracts, at contract value $ 13,834,589 $ 15,089,193
Investments at fair value:
Bond funds 7,837,870 9,054,023
Mutual funds 19,788,924 18,731,083
Short-term investment funds 3,910,750 4,552,445
Participant loans 1,530,596 1,984,731
Employer and employee contributions receivable 384,848 541,353
Interest and dividends receivable 77,998 22,139
Accounts payable (76,122) (70,961)
Accrued Plan asset transfer (see Note 7) (226,674) -
------------ ------------
Net assets available for plan benefits $ 47,062,779 $ 49,904,006
------------ ------------
------------ -------------
The accompanying notes are an integral part of this statement.
-2-
<PAGE>
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended
December 31,
------------
1995 1994
---- ----
Contributions:
Employee $ 4,834,471 $ 5,269,811
Employer 2,075,908 2,260,547
Interest and dividends 3,600,839 3,019,724
Unrealized appreciation (depreciation) in fair
value of investments, net 2,784,935 (1,830,587)
Realized gain (loss) on disposal of investments 69,476 (297,447)
Benefits paid to participants (3,834,098) (3,890,432)
Administrative expenses (168,876) (172,778)
Forfeitures (83,400) (37,695)
Transfer of Plan assets (see Note 7) (12,120,482) -
------------ ------------
Net increase (decrease) in plan assets (2,841,227) 4,321,143
Net assets available for plan benefits:
Beginning of year 49,904,006 45,582,863
------------ ------------
End of year $ 47,062,779 $ 49,904,006
------------ ------------
------------ ------------
The accompanying notes are an integral part of this statement.
-3-
<PAGE>
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The Fisons Scientific Equipment Savings Incentive Plan (the Plan) was
established as a savings incentive plan for the benefit of the employees of
Curtin Matheson Scientific, Inc. (CMS), VG Instruments plc, Fisons Instruments,
Inc. and VGI Holdings, Inc. (the Sponsors). The Plan contains a qualified cash
or deferred arrangement as defined by Internal Revenue Code Section 401(k).
Effective with the sale of CMS on October 17, 1995, mirror plans were created
for the transfer of assets for active participants of Fisons Instruments and J&W
Scientific Inc. and CMS became the sole sponsor as of the end of the 1995 plan
year.
The following description provides only general information. Participants
should refer to the summary plan description or the plan document for a more
complete explanation of the Plan's provisions. The plan document is controlling
at all times.
ELIGIBILITY
New employees must complete one year of service to become eligible for the Plan.
A year of service is a 12-month period in which the employee completes 1,000 or
more hours of service. The first 12-month period used in calculating years of
service begins on the employment date. If the employee fails to complete 1,000
hours in the first 12 months of employment, the eligibility period automatically
changes to the plan year.
CONTRIBUTIONS AND INVESTMENT OPTIONS
Generally, participants may contribute up to 16% of their compensation to the
Plan. Participants may change their contribution percentage no more often than
semiannually. The Sponsors match each participant's contribution to a maximum
of 1% of earnings on a dollar-for-dollar basis and match the next 5% of each
participant's earnings contributed at the rate of 50 cents per dollar
contributed. All contributions made by the participants and the Sponsors are
paid into a trust fund established for the Plan. Participants may direct that
their contributions be invested in one or more of the following options:
Option A: Four guaranteed income contracts (one with Executive Life Insurance
Company (ELIC) - see Note 8, one with Hartford Life Insurance Company,
one with Allmerica Life Insurance Company and one with Metropolitan
Life Insurance Company) and three bond funds managed by NationsBank of
Texas.
-4-
<PAGE>
Option B: A money market fund invested in short-term money market certificates.
Option C: A portfolio of mutual funds, each having investments in a diversified
portfolio of equity securities, selected by the Plan's Administrative
Committee and the Plan's Investment Consultant.
Option D: A portfolio of mutual funds, each having investments in a diversified
portfolio of equity securities focusing on companies which have above
average earnings growth and whose stock prices show larger than
average fluctuations. Such investments are selected by the Plan's
Administrative Committee and the Plan's Investment Consultant.
Participants may allocate contributions among the options in multiples of 25%.
Participants may transfer the value of their investments from one option to
another and/or revise the allocation of their future contributions no more often
than quarterly. Participants' accounts are credited or charged for investment
earnings or losses from the applicable investment option, net of applicable
commissions, fees and applicable excise taxes on security transactions.
Contributions are initially made to a clearing account to facilitate
distribution among the investment options. Disbursements of benefits and Plan
expenses are made from the clearing account prior to allocation of the Funds to
the investment options.
VESTING
Participants are fully vested in the value of their accounts which are
attributable to their contributions, and participants become vested in the value
of their accounts which are attributable to the Sponsors' contributions ratably
over five years of service, as defined in the Plan. Participants also become
fully vested upon cessation of employment by reason of death or retirement.
Participants who terminate prior to vesting in employer contributions forfeit
the right to receive the nonvested portion of their account attributable to such
contributions. Forfeitures amounted to $83,400 and $37,695 in 1995 and 1994,
respectively, and are used to reduce employer contributions.
LOANS TO PARTICIPANTS
Loans to participants are limited to 50% of an eligible participant's vested
balance not to exceed $50,000. The minimum loan amount is $1,000. Participants
make principal and interest payments through payroll deductions, which are
credited directly to the participant's account. Participant loans bear interest
rates that provide the Plan with a return commensurate with the interest rates
charged by persons in the business of lending money for loans which could be
made under similar circumstances. Generally the outstanding balance of a
participant loan is repaid from that participant's account balance upon
termination of employment.
-5-
<PAGE>
WITHDRAWALS
While employed by the Sponsors, a participant generally may not withdraw any
portion of the value of his account. Under certain "hardship" provisions, in-
service withdrawals are allowed on a limited basis. Such hardship conditions
include payments for medical expenses not covered by insurance, purchase of a
primary residence, foreclosure or eviction expenses and expenses for the higher
education of the participant or his dependents.
DISTRIBUTION OF BENEFITS
Upon termination of employment, retirement or the death of a participant, the
vested portion of the value of the participant's account may be distributed to
the participant or the participant's beneficiary within 60 days of the end of
the plan year. Prior to the participant's attainment of age 65, his consent
must be obtained for any distribution exceeding $3,500.
TERMINATION OF THE PLAN
Although they have not expressed the intent to do so, the Sponsors may terminate
the Plan at any time. In the event of termination of the Plan, each
participant's interest in the value of his entire account becomes fully vested.
Upon its termination, the assets of the Plan will be distributed in accordance
with the Plan and applicable law.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The Plan's financial statements are prepared on the accrual basis of accounting.
VALUATION OF INVESTMENTS
Short-term investments are valued at cost which approximates fair value.
Participant loans are carried at their outstanding principal balance which
approximates fair value. Mutual funds and bond funds are valued at the most
recent quoted market price as of the statement date. Guaranteed income
contracts (other than the guaranteed income contract from ELIC - see Note 8) are
stated at contract value. Contract value represents contributions made under
the contract, plus interest at the contract rate, less contract withdrawals and
administrative expenses charged by the insurance companies.
INCOME AND EXPENSE
Dividend income is recorded as of the date of record. Interest income is
recorded when earned. Gains and losses on securities transactions are recorded
on a current value basis. For purposes of reporting under ERISA, gains and
losses on investments sold are calculated as sales proceeds, less current value
-6-
<PAGE>
of such investments at the beginning of the Plan year or acquisition costs if
acquired during the Plan year. Unrealized gains and losses are calculated as
current value of investments at the end of the Plan year, less current value at
the beginning of the Plan year or acquisition cost if acquired during the Plan
year.
Substantially all administrative expenses are borne by the Plan. CMS received
no reimbursement from the Plan for payroll-related costs during 1995 or 1994.
NOTE 3 - BENEFIT OBLIGATIONS:
Accumulated benefits for persons who have withdrawn from participation or have
elected a withdrawal and reported as liabilities on Form 5500 pursuant to ERISA
guidelines are as follows:
December 31,
------------
1995 1994
---- ----
Option A $ 761,348 $ 196,455
Option B 111,617 3,820
Option C 682,100 186,276
Option D 12,867 8,103
----------- ----------
$ 1,567,932 $ 394,654
----------- ----------
----------- ----------
NOTE 4 - FEDERAL INCOME TAX STATUS:
The Plan and amendments thereto through November 28, 1988 received favorable
determination letters from the Internal Revenue Service. Management believes
the Plan continues to be designed and operated in accordance with the applicable
requirements of the Internal Revenue Code (IRC) and therefore the related trust
is exempt under IRC Section 501(a). The Administrative Committee has requested
a determination letter from the Internal Revenue Service regarding the Plan's
continued qualified status, and the Committee believes a favorable determination
will be granted.
NOTE 5 - PLAN AMENDMENT:
During 1995, the Plan adopted an amendment to comply with legislation and
various related regulations and rulings issued by government agencies subsequent
to the provisions of the Tax Reform Act of 1986.
NOTE 6 - INFORMATION CERTIFIED BY TRUSTEE:
As a result of the Administrative Committee's election of the method of
compliance permitted by Section 2520.103-8 of the Department of Labor's Rules
and Regulations for Reporting and Disclosure under ERISA, information regarding
the Plan's investments and related gains and losses, interest and dividends and
administrative expenses was certified by the trustee and used in the preparation
of the
-7-
<PAGE>
December 31, 1995 and 1994 financial statements and schedules. Differences
between the certified amounts and the amounts reported in the financial
statements and schedules are due to the trustee's use of the cash basis of
accounting in reporting investments, interest and dividend income and
administrative expenses.
NOTE 7 - TRANSFER OF PLAN ASSETS:
During 1995, certain business events occurred, including the sale of CMS
effective October 17, 1995. In connection with these transactions, the active
participant account balances for Fisons Instruments and J&W Scientific, Inc.
were transferred to newly established mirror trusts. Plan net assets of
$12,120,482 were transferred out of the Plan as a result of these transactions,
with $226,674 of that amount being transferred in 1996.
NOTE 8 - UNCERTAINTY:
The statement of net assets available for plan benefits includes a guaranteed
income contract (GIC) investment from ELIC having a carrying value of $770,902
(1.6% of net assets available for plan benefits) at December 31, 1995.
On April 11, 1991, ELIC was placed into conservatorship (Conservatorship) by the
commissioner (Commissioner) of the California Department of Insurance through a
California court order. In connection with the Conservatorship, the
Commissioner suspended all GIC withdrawals pending rehabilitation
(Rehabilitation) of ELIC.
As a result of the Conservatorship and pending Rehabilitation, the
Administrative Committee placed the ELIC-GIC on nonaccrual status effective
January 1, 1991. For purposes of these financial statements, the Plan
discontinued recognition of interest income on this contract effective
January 1, 1990.
During December 1993, the Executive Life Rehabilitation Plan (the Rehabilitation
Plan) was approved by the California Rehabilitation Court. Under the
Rehabilitation Plan, the Plan elected to convert the ELIC-GIC into a GIC issued
by Aurora National Life Assurance Company. The Aurora GIC has a principal value
of $699,112 and matures in 1998. Interest accrues on the Aurora GIC at 5.61%.
The Rehabilitation Plan contains a number of conditions which may reduce the
amount of any payments under the Aurora GIC. Accordingly, the ultimate fair
value of this investment and the Plan's ability to realize this investment of
$770,902 cannot presently be determined. The financial statements do not
include any adjustment which might result, if any, from the outcome of this
uncertainty.
Effective June 5, 1991, the participants with investment balances in Option A
were allocated their share of the investment in the ELIC-GIC. These amounts are
unavailable for distribution to the participants or transfer to other investment
options pending the outcome of this uncertainty. Any loss realized by the Plan
from the ELIC-GIC will be borne directly by these participants.
-8-
<PAGE>
SCHEDULE I
(Page 1 of 2)
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
SCHEDULE OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Clearing
Option A Option B Option C Option D account Total
-------- -------- -------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Guaranteed income contracts,
at contract value $ 13,834,589 $ - $ - $ - $ - $ 13,834,589
Investments at fair value:
Bond funds 7,837,870 - - - - 7,837,870
Mutual funds - - 16,394,650 3,394,274 - 19,788,924
Short-term
investment funds 226,777 1,553,608 1,237,814 911,791 (19,240) 3,910,750
Participant loans 1,179,868 138,155 292,253 (79,680) - 1,530,596
Employer and employee
contributions receivable 148,960 14,231 160,609 61,048 - 384,848
Interest and dividends
receivable 49,058 9,104 12,295 6,120 1,421 77,998
Accounts payable (30,779) (1,128) (33,630) (10,585) - (76,122)
Accrued Plan asset transfer (79,953) (4,050) (94,230) (48,441) - (226,674)
Due (to) from other Options 18,161 133,796 (117,682) (52,094) 17,819 -
------------ ----------- ------------ ----------- --------- ------------
Net assets available
for Plan benefits $ 23,184,551 $ 1,843,716 $ 17,852,079 $ 4,182,433 $ 0 $ 47,062,779
------------ ----------- ------------ ----------- --------- ------------
------------ ----------- ------------ ----------- --------- ------------
</TABLE>
This schedule was prepared from information certified by the trustee.
-9-
<PAGE>
SCHEDULE I
(Page 2 of 2)
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
SCHEDULE OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Clearing
Option A Option B Option C Option D account Total
-------- -------- -------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Guaranteed income contracts,
at contract value $ 15,089,193 $ - $ - $ - $ - $ 15,089,193
Investments at fair value:
Bond funds 9,054,023 - - - - 9,054,023
Mutual funds - - 15,569,515 3,161,568 - 18,731,083
Short-term
investment funds 472,524 1,670,912 1,471,104 768,971 168,934 4,552,445
Participant loans 1,304,477 175,635 513,863 (9,244) - 1,984,731
Employer and employee
contributions receivable 223,436 22,464 218,817 76,636 - 541,353
Interest and dividends
receivable 2,319 7,614 6,216 3,198 2,792 22,139
Accounts payable (39,102) (3,469) (23,759) (4,631) - (70,961)
Due (to) from other Options (182,905) 79,924 149,226 125,481 (171,726) -
------------ ----------- ----------- ---------- -------- ------------
Net assets available
for Plan benefits $ 25,923,965 $ 1,953,080 $17,904,982 $4,121,979 $ - $ 49,904,006
------------ ----------- ----------- ---------- -------- ------------
------------ ----------- ----------- ---------- -------- ------------
</TABLE>
This schedule was prepared from information certified by the trustee.
-10-
<PAGE>
SCHEDULE II
(Page 1 of 2)
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Option A Option B Option C Option D Total
-------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Contributions:
Employee $ 1,843,176 $ 219,018 $ 1,976,513 $ 795,764 $ 4,834,471
Employer 830,965 99,223 814,123 331,597 2,075,908
Interest and dividends 1,986,919 129,487 1,224,962 259,471 3,600,839
Unrealized appreciation in fair value
of investments 361,563 - 2,085,951 337,421 2,784,935
Realized gain on disposal
of investments 69,476 - - - 69,476
Benefits paid to participants (1,842,439) (149,682) (1,456,663) (385,314) (3,834,098)
Administrative expenses (75,994) (3,378) (70,928) (18,576) (168,876)
Transfer of Plan assets (5,351,339) (809,649) (4,602,130) (1,357,364) (12,120,482)
Forfeitures (30,731) (6,126) (32,688) (13,855) (83,400)
Transfers to (from) Options, net (531,010) 411,743 7,957 111,310 -
------------- ----------- ------------- ----------- -------------
Net increase (decrease) in plan assets (2,739,414) (109,364) (52,903) 60,454 (2,841,227)
Net assets available for plan benefits:
Beginning of year 25,923,965 1,953,080 17,904,982 4,121,979 49,904,006
------------- ----------- ------------- ----------- -------------
End of year $ 23,184,551 $ 1,843,716 $ 17,852,079 $ 4,182,433 $ 47,062,779
------------- ----------- ------------- ----------- -------------
------------- ----------- ------------- ----------- -------------
</TABLE>
This schedule was prepared from information certified by the trustee.
-11-
<PAGE>
SCHEDULE II
(Page 2 of 2)
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Option A Option B Option C Option D Total
-------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Contributions:
Employee $ 2,185,277 $ 193,984 $ 2,156,307 $ 734,243 $ 5,269,811
Employer 960,550 92,739 893,666 313,592 2,260,547
Interest and dividends 1,774,801 77,663 969,148 198,112 3,019,724
Unrealized depreciation in fair value
of investments (604,184) - (947,608) (278,795) (1,830,587)
Realized loss on disposal
of investments (42,255) - (255,192) - (297,447)
Benefits paid to participants (2,568,767) (129,287) (1,057,483) (134,895) (3,890,432)
Administrative expenses (98,483) (8,639) (55,289) (10,367) (172,778)
Forfeitures (16,518) (2,951) (14,404) (3,822) (37,695)
Transfers to (from) Options, net (1,362,741) (449,129) 1,104,455 707,415 -
------------- ----------- ------------- ----------- -------------
Net increase (decrease) in plan assets 227,680 (225,620) 2,793,600 1,525,483 4,321,143
Net assets available for plan benefits:
Beginning of year 25,696,285 2,178,700 15,111,382 2,596,496 45,582,863
------------- ----------- ------------- ----------- -------------
End of year $ 25,923,965 $ 1,953,080 $ 17,904,982 $ 4,121,979 $ 49,904,006
------------- ----------- ------------- ----------- -------------
------------- ----------- ------------- ----------- -------------
</TABLE>
This schedule was prepared from information certified by the trustee.
-12-
<PAGE>
SCHEDULE III
(Page 1 of 2)
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------- --------------------------------- -------- -----
Rate of Maturity
interest date Face value
-------- -------- ----------
<S> <C> <C> <C> <C> <C>
GUARANTEED INCOME CONTRACTS:
1. Hartford Life Insurance
Company, Contract GA-8918 9.07% 6/30/96 $ 6,085,160 $ 6,085,160 $ 6,085,160
1. Allmerica Life Insurance
Company, Contract GA-91818A 8.75% 6/30/98 3,802,209 3,802,209 3,802,209
1. Metropolitan Life Insurance
Company, Contract #20021 7.1% 5/31/96 3,176,318 3,176,318 3,176,318
Executive Life Insurance
Company, Contract
CG01326A3A (see Note 8) 9.07% 6/30/95 770,902 770,902 770,902
------------ ------------ ------------
$ 13,834,589 $ 13,834,589 $ 13,834,589
------------ ------------ --------------
------------ ------------ --------------
Units
-----
BOND FUNDS:
* Nations Strategic Fixed Income Bond Fund 149,584 $ 1,565,419 $ 1,543,705
* 1. Nations Short-Term Income Bond Fund 461,899 4,590,412 4,563,561
* Nations Short-Intermed Government Fund 416,011 1,677,553 1,730,604
------------ --------------
7,833,384 7,837,870
------------ --------------
MUTUAL FUNDS:
Acorn Fund 118,072 1,028,209 1,605,779
Analytic Optioned Equity Fund 97,365 1,204,136 1,300,476
Babson Value Fund 34,234 848,492 1,084,527
DFA Small Company Equity 183,916 1,535,466 2,063,722
Fidelity Equity Income Fund 53,480 696,410 742,303
Fidelity Freedom Fund 85,119 1,334,497 1,548,320
Mutual Qualified Income Fund 47,224 1,021,845 1,433,734
Putnam Growth and Income Fund 25,063 290,894 405,770
Scudder International Fund 21,613 831,319 979,070
T. Rowe Price Growth & Income Fund 73,373 1,084,882 1,452,783
</TABLE>
This schedule was prepared from information certified by the trustee.
-13-
<PAGE>
SCHEDULE III
------------
(Page 2 of 2)
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest
(a) or similar party collateral, par or maturity value
- --- ---------------- --------------------------------- (e) Current
Units (d) Cost value
----- ------------ ------------
<S> <C> <C> <C> <C> <C>
T. Rowe Price International 84,724 $ 877,207 $ 1,064,982
T. Rowe Price New Era Fund 41,559 893,560 1,019,005
Vanguard Gold & Precious
Metal Portfolio 55,280 555,470 671,097
Vanguard Index Trust 17,762 604,235 1,023,082
David L. Babson 25,451 305,103 373,116
Founders 39,096 284,095 275,625
Lexington Worldwide 28,265 307,204 304,969
Mathers Fund 19,343 299,025 279,867
Neuberger & Berman 36,315 276,732 340,634
Pennsylvania Mutual 44,936 350,771 346,455
Rowe T. Price International 21,281 309,923 308,156
Rowe T. Price Small-Cap 21,658 273,397 358,013
Strong Opportunity 10,840 290,693 377,328
Twentieth Century Investments 29,460 287,588 430,111
------------ ------------
15,791,153 19,788,924
------------ ------------
SHORT-TERM INVESTMENT FUNDS:
* 1. NCNB Texas (75-6245497) 3,910,749 3,910,749 3,910,750
------------ ------------
* Participant loans 7.5% to 12.0% - 1,530,596
------------ ------------
$ 41,369,875 $ 46,902,729
------------ ------------
------------ ------------
</TABLE>
1. Investment represents 5% or more of the net assets available for plan
benefits at December 31, 1995.
* Party-in-interest to the Plan.
This schedule was prepared from information certified by the trustee.
-14-
<PAGE>
SCHEDULE IV
FISONS SCIENTIFIC EQUIPMENT
SAVINGS INCENTIVE PLAN
ITEM 27d - REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(b) Description
of asset (h) Current
(include interest (f) Expenses value of
(a) Identity rate and incurred (g) Cost asset (i) Net
of party maturity in case (c) Purchase (d) Selling (e) Lease with of on trans- gain
involved of a loan) price price rental transaction asset action date or (loss)
- -------- ---------------- ----- ----- ------ ----------- ----- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NationsBank NationsBank
Short-Term $11,744,377 $11,744,377 $11,744,377
Investment Fund $12,198,632 12,198,632 12,198,632
</TABLE>
This schedule was prepared from information certified by the trustee.
-15-
