<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[_] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the plan year ended
---------------------------------
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from June 1, 1993 to November 30, 1993
COMMISSION FILE NUMBER 1-7685
A. Full title of the plan and the address of the plan, if
different from that of the issue named below:
AVERY DENNISON CORPORATION EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
AVERY DENNISON CORPORATION
150 North Orange Grove Blvd.
Pasadena, California 91103
An Exhibit Index may be found on page 2 of this report.
Total number of pages in this report: 23
<PAGE>
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
1. Financial Statements
. Report of Independent Accountants 2
. Statements of Net Assets Available for Benefits as of November
30, 1993 and May 31, 1993 3-4
. Statements of Changes in Net Assets Available for Benefits for
the six months ended November 30, 1993 and the years ended
May 31, 1993 and 1992 5-7
. Notes to Financial Statements 8-16
2. Supplemental Schedules
. Item 27a - Schedule of Assets Held for Investment Purposes as
of November 30, 1993 17-18
. Item 27d - Schedule of Reportable Transactions for the six
months ended November 30, 1993 19
Certain schedules have been omitted because they are not applicable, not
material or because the information is included in the financial
statements or the notes thereto.
3. Exhibits
(24) Consent of Independent Accountants 20
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has duly caused this annual report to be signed on its
behalf by the undersigned, hereunto duly authorized.
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
Date: May 27, 1994 By /s/ WALTER H. PFAU
-------------------------------
Walter H. Pfau, Chairman
Administrative Committee
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Administrative Committee
of the Avery Dennison Corporation
Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Avery Dennison Corporation Employee Savings Plan (the "Plan") as of
November 30 and May 31, 1993 and the related statements of changes in net assets
available for benefits for the six months ended November 30, 1993 and for the
years ended May 31, 1993 and 1992. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
November 30 and May 31, 1993 and the changes in net assets available for
benefits for the six months ended November 30, 1993 and for the years ended May
31, 1993 and 1992 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of November 30, 1993 and reportable transactions for
the six months then ended are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Los Angeles, California
May 13, 1994
2
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars In Millions)
------------------------------------------
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS PLAN FUNDS
---------------------------------------------------------------------------------
As of November 30, 1993 A B C D E F G H I TOTAL
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Cash and Cash Equivalents $ 15.1 -- $ .7 -- -- -- -- $ .2 $ 3.5 $ 19.5
Guaranteed Investment Contracts,
at contract value 89.3 -- -- -- -- -- -- -- -- 89.3
Corporate Bonds and Notes 11.9 -- -- -- -- -- -- -- -- 11.9
(Cost - $11.9)
Company Common Stock -- -- 49.3 -- -- -- -- 34.4 26.7 110.4
(Cost - $100.8, Shares - 3,740,414)
Investments in Registered Investment -- $19.2 -- $ 4.4 $17.5 $15.0 $ 8.3 -- -- 64.4
Company (Cost - $62.1)
Participant Loans 6.8 1.1 2.9 .2 1.0 .9 .5 -- -- 13.4
- -----------------------------------------------------------------------------------------------------------------------
Total Investments 123.1 20.3 52.9 4.6 18.5 15.9 8.8 34.6 30.2 308.9
Receivables .3 -- .4 -- -- -- -- .4 .4 1.5
- -----------------------------------------------------------------------------------------------------------------------
Total Assets 123.4 20.3 53.3 4.6 18.5 15.9 8.8 35.0 30.6 310.4
- -----------------------------------------------------------------------------------------------------------------------
LIABILITIES
Notes Payable -- -- -- -- -- -- -- -- 25.4 25.4
Interest Payable -- -- -- -- -- -- -- -- 1.6 1.6
Payable for Securities Purchased -- -- .3 -- -- -- -- -- -- .3
- -----------------------------------------------------------------------------------------------------------------------
Total Liabilities -- -- .3 -- -- -- -- -- 27.0 27.3
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $123.4 $20.3 $53.0 $4.6 $18.5 $15.9 $8.8 $35.0 $ 3.6 $283.1
=======================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars In Millions)
---------------------------------------------
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS PLAN FUNDS
---------------------------------------------------------------------------------
As of May 31, 1993 A B C D E F G H I TOTAL
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Cash and Cash Equivalents $ 12.4 -- $ .6 -- -- -- -- -- $3.8 $ 16.8
Guaranteed Investment Contracts,
at contract value 89.7 -- -- -- -- -- -- -- -- 89.7
Corporate Bonds and Notes 14.4 -- -- -- -- -- -- -- -- 14.4
(Cost - $14.5)
Company Common Stock -- -- 47.4 -- -- -- -- $3.4 5.9 56.7
(Cost - $44.8, Shares - 1,880,549)
Investments in Registered Investment
Company (Cost - $29.5) -- $19.5 -- $2.7 $4.0 $4.4 $ .7 -- -- 31.3
Participant Loans 6.0 1.0 2.4 .1 .1 .2 -- -- -- 9.8
- --------------------------------------------------------------------------------------------------------------------------
Total Investments 122.5 20.5 50.4 2.8 4.1 4.6 .7 3.4 9.7 218.7
Receivables .5 .1 .6 -- -- -- -- .1 .2 1.5
- --------------------------------------------------------------------------------------------------------------------------
Total Assets 123.0 20.6 51.0 2.8 4.1 4.6 .7 3.5 9.9 220.2
- --------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Note Payable -- -- -- -- -- -- -- -- 8.2 8.2
Interest Payable -- -- -- -- -- -- -- -- .1 .1
- --------------------------------------------------------------------------------------------------------------------------
Total Liabilities -- -- -- -- -- -- -- -- 8.3 8.3
- --------------------------------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR
BENEFITS $123.0 $20.6 $51.0 $ 2.8 $4.1 $4.6 $ .7 $3.5 $1.6 $211.9
==========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In Millions)
-----------------------------------------------
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS PLAN FUNDS
--------------------------------------------------------------------------------------
For the Six Months Ended
November 30, 1993 A B C D E F G H I TOTAL
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 4.2 -- $ .1 -- -- -- -- -- -- $ 4.3
Dividends -- $ .2 .7 -- -- $ 1.2 $ .1 $ .8 $ .7 3.7
- -----------------------------------------------------------------------------------------------------------------------
4.2 .2 .8 -- -- 1.2 .1 .8 .7 8.0
Net Appreciation (Depreciation) .2 .5 (.8) $ .1 $ .6 (.4) -- (.9) (.9) (1.6)
in the Fair Value of
Investments
Contributions:
Employer -- -- 2.8 -- -- -- -- -- -- 2.8
Employee 2.3 1.1 1.4 .5 1.5 1.1 .8 -- -- 8.7
Interest Expense -- -- -- -- -- -- -- -- (1.0) (1.0)
Plan Transfers .7 -- -- -- 7.9 8.9 8.8 33.7 4.6 64.6
Participant Distributions (3.5) (.4) (1.1) -- (.6) (.6) (.8) (2.1) (1.2) (10.3)
Interfund Transfers (3.5) (1.7) (1.1) 1.2 5.0 1.1 (.8) -- (.2) --
- -----------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in
Net Assets Available
for Benefits .4 (.3) 2.0 1.8 14.4 11.3 8.1 31.5 2.0 71.2
Net Assets Available for
Benefits:
Beginning of Period 123.0 20.6 51.0 2.8 4.1 4.6 .7 3.5 1.6 211.9
- -----------------------------------------------------------------------------------------------------------------------
End of Period $123.4 $20.3 $53.0 $4.6 $18.5 $15.9 $ 8.8 $35.0 $ 3.6 $283.1
=======================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In Millions)
------------------------------------------
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS PLAN FUNDS
-----------------------------------------------------------------------------------------------
For the Year Ended May 31, 1993 A B C D E F G H I TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 8.4 $ .1 $ .1 -- -- -- -- -- $ .1 $ 8.7
Dividends -- .5 1.4 -- $ .3 $ .1 -- $ .1 .2 2.6
- -------------------------------------------------------------------------------------------------------------------------------
8.4 .6 1.5 -- .3 .1 -- .1 .3 11.3
Net Appreciation in the Fair
Value of Investments .7 1.5 3.0 $ .2 .1 .3 -- .2 .3 6.3
Contributions:
Employer .4 -- 4.4 -- -- -- -- -- -- 4.8
Employee 4.2 2.1 3.3 .3 .5 .4 $ .3 -- -- 11.1
Interest Expense -- -- -- -- -- -- -- -- (.4) (.4)
Plan Transfers 10.6 -- -- -- -- -- -- .1 -- 10.7
Participant (Distributions)
Forfeitures (6.5) (.9) (1.8) -- -- -- -- (.2) .1 (9.3)
Interfund Transfers (4.3) (3.4) (1.9) 2.3 3.2 3.8 .4 -- (.1) --
- -------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net
Assets Available for
Benefits 13.5 (.1) 8.5 2.8 4.1 4.6 .7 .2 .2 34.5
Net Assets Available for
Benefits:
Beginning of Year 109.5 20.7 42.5 -- -- -- -- 3.3 1.4 177.4
- -------------------------------------------------------------------------------------------------------------------------------
End of Year $123.0 $ 20.6 $51.0 $ 2.8 $ 4.1 $ 4.6 $ .7 $ 3.5 $1.6 $211.9
===============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In Millions)
------------------------------------------------
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS PLAN FUNDS
-----------------------------------------------------------
For the Year Ended May 31, 1992 A B C H I TOTAL
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 9.1 $ .1 $ .1 -- $ .2 $ 9.5
Dividends -- -- 1.1 $ .1 .4 1.6
- -------------------------------------------------------------------------------------------------------
9.1 .1 1.2 .1 .6 11.1
Net Appreciation in the Fair Value
of Investments .1 1.6 4.7 .3 1.0 7.7
Contributions:
Employer .1 .1 3.7 -- .8 4.7
Employee 4.0 2.3 3.3 -- 9.6
Interest Expense -- -- -- -- (.8) (.8)
Plan Transfers (.1) -- (.1) -- -- (.2)
Participant Distributions (8.4) (1.1) (2.0) (.1) -- (11.6)
Interfund Transfers (1.6) 2.1 (.5) -- -- --
- -------------------------------------------------------------------------------------------------------
Increase in Net Assets Available
for Benefits 3.2 5.1 10.3 .3 1.6 20.5
Net Assets Available for Benefits:
Beginning of Year 106.3 15.6 32.2 3.0 (.2) 156.9
- -------------------------------------------------------------------------------------------------------
End of Year $109.5 $20.7 $42.5 $ 3.3 $1.4 $177.4
=======================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------
1. The Plan:
The Avery Dennison Corporation Employee Savings Plan (the "Plan") is a
defined contribution plan in which employees are eligible to participate
after one year of service with Avery Dennison Corporation (the "Company").
After one year of employment, an employee may contribute from 1% to 16% of
total compensation (up to $235,840 for Plan years beginning in 1993) while
the Company matches 50% of all employee contributions up to 6% of such
compensation. Employee contributions are immediately 100% vested. Company
contributions are 100% vested after three years of service. If a participant
is terminated prior to that time, all Company contributions are forfeited.
Participants are allowed to make Pre-Tax Savings ("PTS") contributions
(limited to $8,994 in 1993) or After-Tax Savings ("ATS") contributions. PTS
contributions are not taxable until the year they are withdrawn. ATS
contributions are taxable in the year the contributions are made. Company
contributions and earnings of the Plan are taxable to participants only when
distributed.
Generally, an employee is allowed to make one after-tax withdrawal from
Funds A through G during each fiscal year of the Plan. After-tax withdrawals
range from a $1,000 minimum, or the participant's total unmatched ATS
contributions if less than $1,000, to a maximum of total employee after-tax
contributions plus investment earnings on such contributions. Participants
also have the right, subject to limitations, to borrow from their accounts
in Funds A through G of the Plan.
Refer to the Plan document for additional information relating to the Plan.
While the Company has not expressed any intent to terminate the Plan, it may
do so at any time. In the event of termination, all of the net assets in
Funds A through H will be distributed, after expenses of termination, to the
participants in proportion to their account balances in such Funds.
8
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
2. During 1993, the Plan's fiscal year end was changed from May 31 to November
30. The following is a condensed statement of changes in net assets
available for benefit for the six months ended November 30, 1992:
<TABLE>
<CAPTION>
Plan Total
(Unaudited)
-----------
<S> <C>
Investment Income:
Interest $ 3.6
Dividends .5
- --------------------------------------------------------------------
4.1
Net Appreciation in the Fair Value of Investments 1.3
Contributions:
Employer 1.7
Employee 3.7
Interest Expense (.2)
Plan Transfers (.1)
Participant Distributions (4.5)
- --------------------------------------------------------------------
Increase in Net Assets Available for Benefits 6.0
- --------------------------------------------------------------------
Net Assets Available for Benefits:
June 1, 1992 177.4
- --------------------------------------------------------------------
November 30, 1992 $183.4
====================================================================
</TABLE>
3. Summary of Significant Accounting Policies:
The financial statements have been prepared in conformity with generally
accepted accounting principles. The following is a summary of significant
accounting policies:
Investments
-----------
The Plan considers cash on hand, and short-term deposits and investments
with maturities of three months or less when purchased, as cash and cash
equivalents. The short-term deposits consist of units of participation in
collective investment funds ($1/unit) at various banks.
9
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
3. Summary of Significant Accounting Policies (Continued):
Guaranteed investment contracts are valued at "contract value", which
represents contributions plus interest earned less benefits paid and
transfers to other funds. If one or all of the contracts were to be
terminated by the Plan prior to the expiration date, and the Plan's assets
withdrawn, the amount received by the Plan could be less than the contract
value under the relevant provisions of the agreements.
Corporate bonds and notes and investment in a registered investment company
are valued at market price as of the end of the fiscal year of the Plan.
Investments in Company common stock are valued at the closing market price
on the last business day of the Plan year.
Participant loans are valued at cost with interest rates, determined
quarterly, equal to the prime rate plus one percent at the time of the loan.
The loans generally have a maximum term of five years and are recorded
against the participant's account on the date of borrowing. Principal and
interest payments are credited to the participant's account.
The Plan presents, in the Statement of Changes in Net Assets Available for
Benefits, the net appreciation or depreciation in the fair value of
investments, which consists of the realized gains or losses and the
unrealized appreciation or depreciation on those investments during the
period reported.
Purchases and sales of securities are recorded on a trade date basis.
Realized gains or losses on sales of securities are computed on an average
cost basis. Unrealized appreciation or depreciation in the fair value of
investments is the difference between the market value of the assets at the
end of the Plan year and the cost of those assets at the time of purchase.
The Department of Labor requires realized and unrealized gains and losses to
be determined using the value of the asset as of the beginning of the plan
year (referred to as the "current value method") rather than using the
historical cost basis of the asset. Therefore, the amounts reflected in Note
5, calculated on an historical cost basis, will differ from those presented
in the Form 5500, Annual Return/Report of Employee Benefit Plan, to be filed
for the Plan.
Contributions
-------------
Participant and employer contributions are recorded on an accrual basis.
Administrative Expenses
-----------------------
Administrative expenses of the Plan are paid by the Company, except for loan
fees which are paid by participants.
10
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
3. Summary of Significant Accounting Policies (Continued):
Other
-----
Dividend income is accrued on the ex-dividend date. Interest income from
other investments is accrued as earned.
4. Investment Programs:
All accounts are held in trust and invested in accordance with the terms of
the Plan and the investment options elected by participants. During the
fiscal year ended May 31, 1993, the Plan was amended to increase the number
of eligible investment options from three to seven.
A participant can elect to invest in Funds A through G of the Plan and may
invest all contributions in one fund or allocate investments among the
various funds. Fund H and Fund I are not eligible for investment by
participants. The following is a brief description of each fund:
Fund A FIXED INCOME FUND. This fund invests primarily in a mix of medium-
term investment contracts issued by insurance companies and banks
with high credit ratings, and in professionally managed portfolios
of high-grade short-and medium-term fixed income securities. The
investment return on the fund is determined by the blended rates of
return from all investments in the fund.
Fund B UNITED STATES EQUITY INDEX FUND. This mutual fund is a growth and
income fund that seeks to duplicate the composition and total return
of the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500"). The fund invests primarily in the common stock of the 500
companies that make up the S&P 500 and may also hold stock index
futures and options.
Fund C COMPANY COMMON STOCK FUND. This fund consists primarily of the
Company's common stock.
Fund D GROWTH COMPANY FUND. This mutual fund invests aggressively in growth
companies with holdings historically diversified evenly among small,
medium and large companies. The fund invests in common stock,
securities convertible into common stock and, occasionally, debt
instruments.
Fund E MAGELLAN(R)FUND. This mutual fund is an aggressive growth mutual
fund which invests in a diversified mix of common stock and
securities convertible into common stock of various domestic and
international companies across various industries.
11
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
4. Investment Programs (Continued):
Fund F PURITAN(R)FUND. This mutual fund is a balanced investment fund
which invests in both debt and equity securities. Historically, the
fund has invested 60-80% of its assets in high-yielding equity
securities with the remaining assets invested in bonds of various
investment grades. Investments are diversified across a variety of
companies, industries and types of securities.
Fund G RETIREMENT GOVERNMENT MONEY MARKET FUND. This mutual fund invests
in obligations issued or guaranteed by the United States government
or its agencies.
Fund H FORMER EMPLOYEE STOCK OWNERSHIP PLAN FUND. This fund holds the
assets of the Company's former Avery International Employee Stock
Ownership Plan ("ESOP") and Dennison Employee Stock Ownership Plan
and Trust ("ESOT"). Participant accounts transferred from both
plans earn a pro rata share of the fund's net investment income
each year. However, a participant's account balance is subject to
the restrictions of the former plans. As a result, participants of
the former ESOP cannot elect to transfer, borrow, or withdraw the
assets credited to their accounts. Participants of the former ESOT
cannot elect to transfer or borrow the assets credited to their
accounts, but do have ten percent (10%) diversification withdrawal
rights. Participants' account balances will be distributed in
shares of stock and/or cash upon retirement or termination of
employment with the Company.
Fund I LEVERAGED STOCK FUND. This fund was established to provide a
leveraged employee stock ownership feature to the Plan. Loan
proceeds are used to purchase Company common stock. Stock in this
fund is allocated to participant accounts to satisfy all employee
elections to contribute to Fund C and employer matching
contributions.
12
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
5. Net Appreciation (Depreciation) in the Fair Value of Investments:
The following is a schedule of realized gains and losses and unrealized
appreciation and depreciation on investments for the six months ended
November 30, 1993 and the years ended May 31, 1993 and 1992 (in
millions):
<TABLE>
<CAPTION>
Realized Unrealized Net
Gains (Losses) Appreciation (Depreciation) Appreciation
------------------------------------- ------------------------------------------ (Depreciation)
Unrealized in the Fair
Aggregate Aggregate Realized Beginning End of Appreciation Value of
Proceeds Cost Gain (Loss) of the Year the Year (Depreciation) Investments
---------- --------- ----------- ------------- --------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
11/30/93
- --------
Fund A $ 67.0 $ 66.5 $ .5 $ .3 -- $ (.3) $ .2
Fund B 3.4 3.2 .2 1.2 $ 1.5 .3 .5
Fund C 7.0 6.8 .2 9.7 8.7 (1.0) (.8)
Fund D .3 .3 -- .2 .3 .1 .1
Fund E 1.6 1.5 .1 .1 .6 .5 .6
Fund F 2.3 2.2 .1 .3 (.2) (.5) (.4)
Fund G 2.2 2.2 -- -- -- -- --
Fund H 3.0 3.1 (.1) 1.6 .8 (.8) (.9)
Fund I 9.1 9.4 (.3) .7 .1 (.6) (.9)
-------- ------ ------- ------ ------ ------- -------
$ 95.9 $ 95.2 $ .7 $ 14.1 $ 11.8 $ (2.3) $ (1.6)
======== ====== ======= ====== ====== ======= =======
5/31/93
- -------
Fund A $ 100.9 $100.5 $ .4 -- $ .3 $ .3 $ .7
Fund B 47.5 40.7 6.8 $ 6.5 1.2 (5.3) 1.5
Fund C 13.0 12.9 .1 6.8 9.7 2.9 3.0
Fund D .5 .5 -- -- .2 .2 .2
Fund E .6 .6 -- -- .1 .1 .1
Fund F .4 .4 -- -- .3 .3 .3
Fund G -- -- -- -- -- -- --
Fund H .2 .2 -- 1.4 1.6 .2 .2
Fund I 9.7 9.4 .3 .7 .7 -- .3
-------- ------ ------- ------ ------ ------- ------
$ 172.8 $165.2 $ 7.6 $ 15.4 $ 14.1 $ (1.3) $ 6.3
======== ====== ======= ====== ====== ======= ======
5/31/92
- -------
Fund A $ 129.9 $129.8 $ .1 -- -- -- $ .1
Fund B 8.2 7.5 .7 $ 5.6 $ 6.5 $ .9 1.6
Fund C -- -- -- 2.1 6.8 4.7 4.7
Fund H -- .1 (.1) 1.0 1.4 .4 .3
Fund I 6.2 6.3 (.1) (.4) .7 1.1 1.0
-------- ------ -------- ------ ------ ------- ------
$ 144.3 $143.7 $ .6 $ 8.3 $ 15.4 $ 7.1 $ 7.7
======== ====== ======== ====== ====== ======= ======
</TABLE>
13
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
6. Investments:
The fair value of individual investments that represent 5% or more of the
Plan's net assets is as follows (in millions):
<TABLE>
<CAPTION>
November 30, 1993 May 31, 1993
----------------- ------------
<S> <C> <C>
Guaranteed Investment Contracts
Aetna Life Insurance Company (9.3%) $ 16.4 $15.7
Banker's Trust Company (6.1%) -- 10.6
Banker's Trust Company (6.0%) -- 12.6
Metropolitan Life Insurance Company (9.4%) -- 13.3
Metropolitan Life Insurance Company (8.7%) -- 11.8
Fidelity Equity Index Fund 19.2 19.5
Fidelity Puritan(R)Fund 15.0 --
Fidelity Magellan(R)Fund 17.5 --
Company Common Stock 110.4 56.7
</TABLE>
7. Notes Payable:
The Plan has a revolving credit agreement with two banks to provide up to
$30 million in borrowings through July 1, 1995. The Plan borrows at 82% of
one, two or three month LIBOR plus 1/4%. Terms of the agreement provide for
an annual commitment fee of 1/4% of the unused portion of the credit line.
At November 30, 1993, the Plan had $4.2 million of outstanding borrowings
under this facility and during the six months ended November 30, 1993 paid
interest at an average rate of 2.9%. The financing available under this
revolving credit agreement is used to acquire the Company's common stock in
accordance with the Plan agreement. Principal payments are due as follows:
$.1 million in 1997, $.3 million in 1998 and $3.8 million in years
thereafter.
The Plan also has the following five notes payable as of November 30, 1993:
<TABLE>
<S> <C>
8.38% Series A note payable to the Company with principal and compounded
interest payable annually. Principal payments are due annually through fiscal
1998 as follows: $1.8 million, $2.2 million, $2.8 million, $3.6 million and $4.2
million, respectively. $14.6
Note payable to the Company with interest payable annually at 85% of the
prime rate. Principal payments are due annually through fiscal 1995 as follows:
$.5 million, $1.4 million, respectively. 1.9
Three notes payable to the Company on December 31, 1999 with interest payable
annually at the prime rate. 4.7
-----
$21.2
=====
</TABLE>
14
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
---------------
7. Notes Payable (Continued):
The $25.4 million in debt outstanding as of November 30, 1993 matures
annually through 1998 as follows: $2.3 million, $3.6 million. $2.8 million,
$3.7 million and $4.5 million, respectively. $8.5 million matures in years
thereafter.
The financing is collateralized by the Company's common stock held in Fund
I. As of the end of fiscal 1993 the Company had also guaranteed the
outstanding debt of the Plan.
8. Units, Unit Value and Number of Participants:
The following fund units, unit values (calculated on a cash basis) and
number of participants as of November 30 and May 31, 1993:
<TABLE>
<CAPTION>
UNIT NUMBER OF
UNITS VALUE PARTICIPANTS
----- ----- ------------
<S> <C> <C> <C>
(in millions)
11/30/93
- --------
Fund A 116.4 $ 1.00 5,472
Fund B 1.1 17.35 2,277
Fund C 4.3 11.61 6,330
Fund D .1 30.91 920
Fund E .2 73.09 2,222
Fund F .9 15.92 2,039
Fund G 8.3 1.00 1,406
Fund H 3.0 11.61 4,903
5/31/93
- -------
Fund A 110.2 $ 1.06 5,132
Fund B 1.2 16.90 2,215
Fund C 4.1 11.67 4,774
Fund D .1 29.73 588
Fund E .1 68.84 817
Fund F .3 16.42 730
Fund G .7 1.00 242
Fund H .3 11.68 2,534
===============================================
</TABLE>
A participant may choose to invest in more than one fund, as described in Note
4. At November 30 and May 31, 1993, a total of 8,457 and 6,117 participants,
respectively, held units in the various funds of the Plan.
15
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
---------------
9. Plan Transfers:
Effective after the close of business on May 31, 1993, the Company merged
the Dennison Manufacturing Company Pre-Tax Investment Plus Plan into the
Plan. The transfer of participants' account balances totaling
approximately $26.3 million is reflected in the Statement of Changes in
Net Assets Available for Benefits. Also effective after the close of
business on May 31, 1993, the Company merged the net assets of the ESOT
into the Plan. Participants' account balances and unallocated common stock
of the Company totalling $33.7 and $25.8 million, respectively, and a
related note payable of $21.2 million were transferred to the Plan and are
reflected in the Statement of Changes in Net Assets Available for
Benefits.
On March 1, 1993, the Company merged the Kingsbacher-Murphy Company
Profit-Sharing Plan into the Plan. The transfer of participants'
account balances totaling approximately $10.8 million is reflected in
the May 31, 1993 Statement of Changes in Net Assets Available for
Benefits.
In January 1992, Graphics and Decor, a unit of the Company, was sold. In
connection with the sale, all Graphics and Decor employee savings accounts
were transferred to the trustee of the purchaser's savings plan.
10. Tax Status:
The Plan is intended to comply with the provisions of Section 401(a) and
other applicable provisions of the Internal Revenue Code. The Internal
Revenue Service has made a favorable determination of the qualified status
of the Plan. The Plan is therefore considered exempt from federal and
state income taxes.
Plan amendments subsequent to the effective date of the determination
letter are not covered by the letter. The Company intends to seek a
determination letter covering such amendments and intends to make any
additional amendments necessary to obtain such a letter.
11. Concentration of Credit Risk:
The Fixed Income Fund invests primarily in a mix of medium-term investment
contracts issued by insurance companies and banks with high credit
ratings, and in professionally managed portfolios of high-grade short-and
medium-term fixed income securities. Although the fund contains a
diversified portfolio, the ultimate performance of the fund is dependent
upon the ability of the underlying parties to honor them.
16
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of November 30, 1993
EIN #95-1492269 - Plan #002
(Dollars in Millions)
---------------
<TABLE>
<CAPTION>
(c)
Description of Investment
(Including maturity date, rate of (e)
(b) Identity of Issue, Borrower, Lessor interest, collateral, par or Current
(a) or Similar Party maturity value) (d) Cost Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Fidelity Short Term Investment Fund 3.2% Short Term Investment, par $4.0 $ 4.0 $ 4.0
* Fidelity U.S. Government Reserve Pool 3.1% Collective Investment Fund, par $5.9 0.9 0.9
** Bank of America Short Term Investment Fund 3.3% Short Term Investment, par $5.4 5.4 5.4
Bridgestone/Firestone 3.3% Discount Commercial Paper, due
January 7, 1994, par $2.0 2.0 2.0
Credit Lyonnaise 3.4% Discount Commercial Paper, due
January 11, 1994, par $2.0 2.0 2.0
Deerfield Funding Corporation 2.4% Discount Commercial Paper, due
January 20, 1994, par $2.0 2.0 2.0
Seiko Corporation 3.4% Discount Commercial Paper, due
January 11, 1994, par $2.0 2.0 2.0
Toronto Dominion 4.1% Bank Note, due August 4, 2003,
par $1.2 1.2 1.2
----- -----
TOTAL CASH AND CASH EQUIVALENTS 19.5 19.5
Participation in Group Annuity Contract Guaranteed Investment Contract,
#LT-13761 with Aetna Life Ins Co. 9.25% Stepped maturity 16.4 16.4
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 92-336-GIC with Bankers Trust Co. 6.1% Stepped maturity 5.4 5.4
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 93-536-SYN with Bankers Trust Co. 6.0% Stepped maturity 12.6 12.6
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 93-550-SYN with Bankers Trust Co. 5.1% Stepped maturity 8.4 8.4
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 93-627-GIC with Bankers Trust Co. 4.25% Stepped maturity 5.4 5.4
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 3923-GAC with John Hancock Life Ins Co. 8.5% Stepped maturity 0.3 0.3
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 2862-GAC with John Hancock Life Ins Co. 8.5% Stepped maturity 2.1 2.1
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 11626-9-GIC with Metropolitan Life Ins Co. 9.4% Stepped maturity 13.9 13.9
Participation in Group Annuity Contract Guaranteed Investment Contract,
# GA-5109-GIC with Allstate Life Ins Co. 8.6% Due April 1, 1996 6.3 6.3
Participation in Group Annuity Contract Guaranteed Investment Contract,
# GA-6759-GIC with Prudential Life Ins Co. 8.4% Due April 1, 1996 6.3 6.3
Participation in Group Annuity Contract Guaranteed Investment Contract,
# 12384-GIC with Metropolitan Life Ins Co. 8.7% Due July 31, 1996 12.2 12.2
----- -----
TOTAL GUARANTEED INVESTMENT CONTRACTS 89.3 89.3
</TABLE>
17
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of November 30, 1993
EIN #95-1492269 - Plan #002
(Dollars in Millions)
---------------
<TABLE>
<CAPTION>
(c)
Description of Investment
(b) Identity of Issue, Borrower, Lessor (Including maturity date, rate of (e)
(a) or Similar Party interest, collateral, par or Current
maturity value) (d) Cost Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hydro Quebec Mtns 8.625% Electric Utility Bond, due May 20,
2002, par $1.0 1.1 1.2
ITT Financial Corp 8.85% Finance Bond, due July 15, 2005,
par $.9 1.0 1.0
Chevy Chase Credit Card 8.75% CMOS/Asset Backed Bond, due July
31, 1996, par $1.0 1.0 1.0
U.S. Treasury Notes 8.625% Treasury Note, due August 15, 1.1 1.1
1997, par $1.0
U.S. Treasury Notes 8.75% Treasury Note, due October 15,
1997, par $4.0 4.6 4.5
LA County Trans Tax Rev 5.4% Municipal Bonds, due July 1,
1999, par $1.5 1.6 1.6
Memphis Tenn Wtr Rev 5.4% Municipal Bonds, due January 1,
2002, par $1.4 1.5 1.5
------ ------
Total Corporate Bonds and Notes 11.9 11.9
*** Avery Dennison Corporation Common Stock 3,740,414 shares 100.8 110.4
* Investment in Registered Investment Fidelity Retirement Government
Company Money Market Fund 8.3 8.3
* Investment in Registered Investment Fidelity U.S. Equity Index Fund 17.7 19.2
Company
* Investment in Registered Investment Fidelity Puritan(R)Fund 15.2 15.0
Company
* Investment in Registered Investment Fidelity Magellan(R)Fund 16.8 17.5
Company
* Investment in Registered Investment Fidelity Growth Company Fund 4.1 4.4
Company
------ ------
Total Investments in Registered
Investment Company 62.1 64.4
Avery Dennison Corporation Savings Plan Participant Loans 7% - 11% -- 13.4
------ ------
$283.6 $308.9
====== ======
</TABLE>
* Recordkeeper for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
** Trustee for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
*** Plan sponsor and, therefore, a party-in-interest.
18
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS*
For the Six Months Ended November 30, 1993
EIN #95-1492269 Plan #002
(Dollars In Millions)
---------------
<TABLE>
<CAPTION>
(a) Identity of (b) Description of Asset (c) Purchase (d) Selling (e) Lease (f) Expense (g) Cost
Party Involved (Including interest rate and Price Price Rental Incurred with of Asset
maturity in case of loan) Transaction
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PURCHASES
- ---------
Fidelity** Fidelity Puritan(R)Fund $13.4 $13.4
Fidelity** Fidelity 14.5 14.5
Magellan(R)Fund
Bank of America*** Bank of America STIF 18.5 18.5
Fidelity U.S. Government 17.9 17.9
Reserve Pool
SALES
- -----
Bankers Trust** Bankers Trust STIF $16.9 $16.9
Bank of America*** Bank of America STIF 16.9 16.9
Fidelity U.S. Government 16.9 16.9
Reserve Pool
</TABLE>
<TABLE>
<CAPTION>
(a) Identity of (b) Description of Asset (h) Current (i) Net Gain
Party Involved (Including interest rate and Value of Asset or (Loss)
maturity in case of loan) on Transaction Date
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PURCHASES
- ---------
Fidelity** Fidelity Puritan(R)Fund $13.4 ---
Fidelity** Fidelity 14.5 ---
Magellan(R)Fund
Bank of America*** Bank of America STIF 18.5 ---
Fidelity U.S. Government 17.9 ---
Reserve Pool
SALES
- -----
Bankers Trust** Bankers Trust STIF $16.9 ---
Bank of America*** Bank of America STIF 16.9 ---
Fidelity U.S. Government 16.9 ---
Reserve Pool
</TABLE>
* Under ERISA, a reportable transaction is defined as a transaction or series
of transactions during the Plan year that involves more than 5% of the fair
value of Plan assets at the beginning of the Plan year.
** Recordkeeper for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
*** Trustee for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
19
<PAGE>
AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Avery Dennison Corporation on Form S-8 (File Nos. 33-1132 and 33-3645) of our
report dated May 13, 1994, on our audits of the financial statements of the
Avery Dennison Corporation Employee Savings Plan as of November 30, 1993 and
May 31, 1993, and for the six months ended November 30, 1993 and the years
ended May 31, 1993 and 1992, the report of which is included in Avery Dennison
Corporation Employee Savings Plan Annual Report on Form 11-K for the period
from June 1, 1993 to November 30, 1993.
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Los Angeles, California
May 27, 1994
20
