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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from . . . . . . . to . . . . . . .
Commission file number 1-3619
A. Full title of the Plan and the address of the Plan, if different from that of
the issuer named below:
ABC SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive offices:
ABC INC.
123 East 45th Street
New York, New York 10017
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<PAGE>
<TABLE>
<CAPTION>
ABC SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31, 1993
(thousands of dollars except unit values)
Company
Common Loan
ASSETS Total Stock Fund Fund A Fund B Fund C Fund
------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
ABC Inc. common stock:
Company Common Stock Fund,
5,279,097 shares, cost $107,260;
Fund C, 4,675,949 shares,
cost $120,604......................... $690,009 $365,907 $-- $-- $324,102 $--
Intermediate Treasury Bond Fund,
cost $33,548............................ 33,502 -- 33,502 -- -- --
Other marketable securities, cost $31,562. 58,580 -- -- 58,580 -- --
Guaranteed interest contracts, at cost...... 118,998 -- 118,998 -- -- --
Short-term securities, at cost, which
approximates fair value................... 1,983 792 223 333 635 --
Loans to participants....................... 14,867 -- -- -- -- 14,867
Interest receivable......................... 433 2 428 1 2 --
Contributions receivable from employers,
including amounts collected from
employees................................. 7,335 2,383 2,413 958 1,581 --
-------- -------- -------- -------- -------- --------
925,707 369,084 155,564 59,872 326,320 14,867
Payables arising from securities purchased.. (853) (170) (289) (79) (315) (-- )
-------- -------- -------- -------- -------- --------
Net assets available for plan benefits...... $924,854 $368,914 $155,275 $ 59,793 $326,005 $ 14,867
======== ======== ======== ======== ======== ========
Number of units outstanding at end of year.. 7,763,499 20,233,118 7,207,663 12,489,551
Unit value.................................. $47.52 $7.67 $8.30 $26.10
</TABLE>
See Notes to Financial Statements which are an
integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
ABC SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31, 1992
(thousands of dollars except unit values)
Company
Common
ASSETS Total Stock Fund Fund A Fund B Fund C
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
ABC Inc. common stock:
Company Common Stock Fund,
5,499,266 shares, cost $100,290;
Fund C, 4,736,896 shares, cost $109,373..... $747,240 $401,446 $-- $-- $345,794
Intermediate Treasury Bond Fund,
cost $10,000.................................. 9,987 -- 9,987 -- --
Other marketable securities, cost $28,390....... 52,681 -- -- 52,681 --
Guaranteed interest contracts, at cost............ 137,890 -- 137,890 -- --
Short-term securities, at cost, which
approximates fair value......................... 8,701 470 7,635 471 125
Dividends and interest receivable................. 1,099 2 1,095 1 1
Contributions receivable from employers,
including amounts collected from employees...... 6,829 2,290 2,145 755 1,639
-------- -------- -------- -------- --------
964,427 404,208 158,752 53,908 347,559
Other payables.................................... (15) (-- ) (-- ) (15) (-- )
-------- -------- -------- -------- --------
Net assets available for plan benefits............ $964,412 $404,208 $158,752 $ 53,893 $347,559
======== ======== ======== ======== ========
Number of units outstanding at end of year........ 8,416,371 22,809,258 7,221,492 13,217,564
Unit value........................................ $48.03 $6.96 $7.46 $26.30
</TABLE>
See Notes to Financial Statements which are an
integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
ABC SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For The Year Ended December 31, 1993
(thousands of dollars)
Company
Common Loan
Total Stock Fund Fund A Fund B Fund C Fund
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net investment income Cash dividends:
ABC Inc. common stock................... $ 16,712 $ 8,852 $-- $-- $ 7,860 $--
Other marketable securities............. 1,508 -- -- 1,508 -- --
Interest.................................. 12,946 50 12,622 17 47 210
-------- -------- -------- -------- -------- --------
31,166 8,902 12,622 1,525 7,907 210
Investment management fees-- Note 4......... (41) -- (3) (38) -- --
-------- -------- -------- -------- -------- --------
31,125 8,902 12,619 1,487 7,907 210
-------- -------- -------- -------- -------- --------
Realized gains on investments -- Note 5
ABC Inc. common stock..................... 39,136 22,278 -- -- 16,858 --
Other securities ........................ 945 -- 13 932 -- --
-------- -------- -------- -------- -------- --------
40,081 22,278 13 932 16,858 --
-------- -------- -------- -------- -------- --------
Unrealized appreciation (depreciation) of
investments-- Note 6...................... (72,738) (42,509) (33) 2,727 (32,923) --
-------- -------- -------- -------- -------- --------
(1,532) (11,329) 12,599 5,146 (8,158) 210
-------- -------- -------- -------- -------- --------
Contributions - Note 7:
Employees................................. 57,267 -- 14,226 8,099 34,942 --
Employers................................. 27,580 27,580 -- -- -- --
Withdrawals-- Note 8........................ (122,873) (48,734) (24,752) (7,074) (42,313) --
Transfers between funds-- net............... -- (2,811) (3,057) (1,136) (7,653) 14,657
Transfers at fair market value-- net........ -- -- (2,493) 865 1,628 --
-------- -------- -------- -------- -------- --------
(38,026) (23,965) (16,076) 754 (13,396) 14,657
-------- -------- -------- -------- -------- --------
Net increase (decrease)..................... (39,558) (35,294) (3,477) 5,900 (21,554) 14,867
Net assets available for plan benefits:
Beginning of year......................... 964,412 404,208 158,752 53,893 347,559 --
-------- -------- -------- -------- -------- --------
End of year............................... $924,854 $368,914 $155,275 $ 59,793 $326,005 $ 14,867
======== ======== ======== ======== ======== ========
</TABLE>
See Notes to Financial Statements which are an
integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
ABC SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For The Year Ended December 31, 1992
(thousands of dollars)
Company
Common
Total Stock Fund Fund A Fund B Fund C
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net investment income Cash dividends:
ABC Inc. common stock ....................... $ 15,229 $ 8,271 $-- $-- $ 6,958
Other marketable securities .................. 1,509 -- -- 1,509 --
Interest ...................................... 13,189 68 13,024 16 81
--------- -------- -------- -------- --------
29,927 8,339 13,024 1,525 7,039
Investment management fees-- Note 4 .............. (43) -- -- (43) --
--------- -------- -------- -------- --------
29,884 8,339 13,024 1,482 7,039
--------- -------- -------- -------- --------
Realized gains on investments -- Note 5
ABC Inc. common stock ......................... 27,445 16,453 -- -- 10,992
Other securities .............................. 748 -- -- 748 --
--------- -------- -------- -------- --------
28,193 16,453 -- 748 10,992
--------- -------- -------- -------- --------
Unrealized appreciation (depreciation) of
investments-- Note 6............................ (129,989) (73,903) (13) 1,551 (57,624)
--------- -------- -------- -------- --------
(71,912) (49,111) 13,011 3,781 (39,593)
--------- -------- -------- -------- --------
Contributions - Note 7:
Employees ...................................... 55,785 -- 15,737 6,443 33,605
Employers ...................................... 28,249 28,249 -- -- --
Withdrawals-- Note 8.............................. (124,821) (51,713) (26,498) (6,136) (40,474)
Transfers at fair market value ................... -- -- (5,137) (1,249) 6,386
--------- -------- -------- -------- --------
(40,787) (23,464) (15,898) (942) (483)
--------- -------- -------- -------- --------
Net increase (decrease) .......................... (112,699) (72,575) (2,887) 2,839 (40,076)
Net assets available for plan benefits:
Beginning of year............................... 1,077,111 476,783 161,639 51,054 387,635
--------- -------- -------- -------- --------
End of year..................................... $ 964,412 $404,208 $158,752 $ 53,893 $347,559
========= ======== ======== ======== ========
</TABLE>
See Notes to Financial Statements which are an
integral part of these statements.
<PAGE>
ABC SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993 and 1992
Note 1 -- Summary Plan Description
General -- The ABC Savings and Investment Plan (the "Plan") was originally
adopted by ABC Inc. (the "Company") in 1965 as the ABC Savings Plan and has been
amended from time to time since that date. Participation in the Plan is open to
employees of the Company and any corporation which, with the consent of the
Company, adopts the Plan ("Associate Companies"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
An employee who first became a member of the Plan on or after March 1, 1991
is entitled to withdraw in cash at any time an amount equal to all or any part
of his account attributable to Company matched contributions only if such
contributions have been held under the Plan for at least two years from the date
of contribution, or at least five years have elapsed since the employee enrolled
in the Plan, or if the employee would be entitled to make a hardship withdrawal
of such Company matched contributions under the hardship withdrawal provisions
of the Plan.
Effective December 31, 1992, all new contributions, in excess of
withdrawals and transfers, directed to Fund A of the Plan will be invested in an
intermediate U. S. Treasury bond fund. In addition, as the guaranteed interest
contracts in Fund A mature, the contracts' proceeds will be invested in an
intermediate U. S. Treasury bond fund.
Contributions -- Each participant may make contributions on an after-tax
basis or on a before-tax basis (that is, choose to reduce his or her
compensation and have the Company contribute on his or her behalf), or may
contribute on a basis combining the two. Before-tax contributions are subject to
certain restrictions for employees who are considered highly compensated under
the Internal Revenue Code of 1986, as amended. Contributions of up to 2% of
compensation are matched 100% by the Company and the next 4% is matched 50%.
Employee contributions in excess of 6% are not matched.
Investment options -- Each participant in the Plan elects to have his or
her contribution invested in any one or any combination of three investment
funds. These funds are described as follows:
Fund A -- Guaranteed interest contracts with one or more
insurance companies and an intermediate U.S. Treasury bond
fund (see General above for a description of Fund A
investments effective December 31, 1992).
Fund B -- An index fund of corporate common stocks.
Fund C -- Common stock of the Company.
At December 31, 1993 and 1992, respectively, there were 14,197 and 15,141
employees participating in the Plan, some of whom had investments in more than
one employee investment fund. On the basis of allocations by the employees of
their contributions at December 31, 1993 and 1992, respectively, Fund A had
6,768 and 7,514 participating employees; Fund B, 4,261 and 3,757 and Fund C,
11,274 and 11,925.
All Company matched contributions are invested by the Trustee in a fourth
fund designated the "Company Common Stock Fund," which consists solely of common
stock of the Company.
The Trust Agreement provides that any portion of any of the funds may,
pending its permanent investment or distribution, be invested in short-term
investments.
Vesting -- Members are immediately vested in the full value of their
accounts (i.e., participants' and employers' contributions) in Funds A, B and C
and the Company Common Stock Fund.
Withdrawals -- A participant in the Plan may make full or partial
withdrawal of funds subject to the provisions of the Plan.
Loans -- Effective July 1, 1993, the Plan participants were permitted to
borrow against their vested balance. The minimum amount a participant may borrow
is $1,000 and the maximum amount is the lesser of 50% of the vested account
balance reduced by any current outstanding loan balance or $50,000 reduced by
the highest outstanding loan balance in the preceding 12 months.
Under the terms of the Plan, general loans must be repaid within five
years, unless the funds are used to purchase a primary residence. Primary
residence loans must be repaid over 10 or 15 years. The interest rate on all
loans is based on the prime rate plus 1%. Interest paid by the participant is
credited to the participant's account.
Termination -- The Company expects to continue the Plan indefinitely, but
necessarily reserves the right to amend, suspend or discontinue it in whole or
in part at any time by action of the Company's Board of Directors. Upon
termination of the Plan, each member affected thereby shall receive the full
value of his or her share in Funds A, B and C and his or her share in the
Company Common Stock Fund as though he or she had retired as of the date of such
termination. No part of the assets in the investment funds established pursuant
to the Plan will at any time revert to the Company.
Note 2 -- Summary of Significant Accounting Policies
Investment valuation -- The investment in the index fund of corporate
common stocks represents the estimated fair value of the number of units of
participation held by the Plan in that fund. ABC Inc. common stock is valued at
the average of the high and low market price on the last business day of the
year. The investment in the intermediate U.S. Treasury bond fund represents the
estimated fair value of the bonds held by the Plan in that fund. Investments in
The Bank of New York Collective Short Term Investment Fund and guaranteed
interest contracts are recorded at cost plus reinvested interest. Other
short-term investments and time deposits are recorded at cost, which
approximates fair value. The policy of the Plan in general is to hold short-term
investments and time deposits until maturity.
Security transactions -- Purchases and sales of securities are reflected on
a trade-date basis. Realized gains and losses on sales of securities are
computed using an actual basis when the entire position in a security is sold,
or an average basis when less than the entire position in a security is sold.
Unrealized appreciation (depreciation) -- Amounts shown as unrealized
appreciation (depreciation) reflect changes between cost and fair value from the
beginning of the year or date of purchase, whichever is later, to the end of the
year.
Revenue recognition -- Dividend income is recorded on the ex-dividend date.
Income from other investments is recorded as earned.
Reclassification - Certain amounts in the 1992 Financial Statements have
been reclassified to conform to the 1993 presentation.
Note 3 -- Income Taxes
No provision has been made for Federal income tax in reliance upon a
determination letter issued by the Internal Revenue Service, which states that
the Plan meets the requirements of Section 401(a) of the Internal Revenue Code
and that the trust established thereunder is entitled to exemption under the
provisions of Section 501(a).
All contributions made to the Plan by the Company, including before-tax
contributions made on the employee's behalf by the Company and the appreciation
on all funds in the employee's account are not taxable to the employee under
Federal income tax law while these amounts remain in the Plan.
Note 4 -- Administrative Costs
Except for certain member transfer costs and the investment management fees
(Fund A and Fund B), all costs and expenses of administering the Plan were borne
by the Company.
Note 5 -- Realized Gains on Investments
The $39,136,000 realized gains on ABC Inc. common stock for 1993 represents
the difference between the $57,634,000 fair value and $18,498,000 cost (on an
average basis) of shares disposed and includes $11,161,000 related to shares
sold and shares distributed in kind to members who withdrew from the Plan on
retirement or termination. In addition, the realized gains include $27,975,000
related to the transfer of Plan assets of former ABC Inc. participants to the
Minerals Technologies Inc. Savings and Investment Plan.
The $27,445,000 realized gains on ABC Inc. common stock for 1992 represents
the difference between the $36,919,000 fair value and the $9,474,000 cost (on an
average basis) of shares disposed and includes $14,775,000 related to shares
sold and shares distributed in kind to members who withdrew from the Plan. In
addition, the realized gains include $8,879,000 related to the transfer of Plan
assets of former ABC Inc. participants to the Sorin Biomedical Inc. Savings and
Investment Plan and the Deknatel Savings and Investment Plan and $3,791,000
related to the sale of ABC Inc. common stock to the Company.
The $945,000 realized gains on other securities for 1993 represents the
excess of the aggregate actual proceeds of $8,722,000 over the $7,777,000
aggregate cost (actual or average) of securities sold.
The $748,000 realized gains on other securities for 1992 represents the
excess of the aggregate actual proceeds of $1,239,000 over the $491,000
aggregate cost (actual or average) of securities sold.
<TABLE>
<CAPTION>
Note 6 -- Unrealized Appreciation (Depreciation) of Investments
The change in the amount of unrealized appreciation (depreciation) was as
follows:
Balance
---------------------------------
December 31, December 31, Change
1993 1992 During 1993
--------- ---------- ---------
(thousands of dollars)
<S> <C> <C> <C>
Company Common Stock Fund........................... $258,647 $301,156 $ (42,509)
Fund A.............................................. (46) (13) (33)
Fund B ............................................. 27,018 24,291 2,727
Fund C ............................................. 203,498 236,421 (32,923)
-------- -------- --------
$489,117 $561,855 $(72,738)
======== ======== ========
Balance
---------------------------------
December 31, December 31, Change
1992 1991 During 1992
--------- --------- ---------
(thousands of dollars)
Company Common Stock Fund .......................... $301,156 $375,059 $ (73,903)
Fund A ............................................ (13) -- (13)
Fund B ............................................ 24,291 22,740 1,551
Fund C ............................................ 236,421 294,045 (57,624)
-------- -------- ---------
$561,855 $691,844 $(129,989)
======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
Note 7--Contributions
The participating employees and their employers contributed the following
amounts to the Plan:
1993
--------------------------------
Participating Participating
Employees Employers Total
--------- --------- -------
(thousands of dollars)
<S> <C> <C> <C>
ABC Inc. ........................................... $43,967 $21,759 $65,726
Associate Companies ................................ 13,300 5,821 19,121
------- ------- -------
$57,267 $27,580 $84,847
======= ======= =======
1992
--------------------------------
Participating Participating
Employees Employers Total
--------- --------- -------
(thousands of dollars)
ABC Inc. ........................................... $42,639 $21,557 $64,196
Associate Companies ................................ 13,146 6,692 19,838
------- ------- -------
$55,785 $28,249 $84,034
======= ======= =======
</TABLE>
Note 8--Withdrawals
In 1993, the proportionate interest in the assets of the Plan, amounting to
$53,140,087 of former employees of ABC Inc. Specialty Minerals Group were
transferred to the Minerals Technologies Inc. Savings and Investment Plan.
Assets transferred consisted of cash, guaranteed interest contracts and shares
of ABC Inc. common stock.
During 1992, the proportionate interest in the assets of the Plan,
amounting to $17,766,000, of former employees of ABC Inc.'s divested Shiley,
Inc. and Deknatel businesses were transferred to the Sorin Biomedical Inc.
Savings and Investment Plan and the Deknatel Savings and Investment Plan. Assets
transferred consisted of cash and shares of ABC Inc. common stock.
The net assets available for plan benefits as of December 31, 1993 and 1992
include the following benefits payable to participants who had requested
withdrawals as of December 31, but which were not distributed until the
subsequent year:
1993 1992
-------- -------
(thousands of dollars)
Company Common Stock Fund .................... $ 7,796 $ 2,145
Fund A ....................................... 3,783 1,734
Fund B ....................................... 1,027 278
Fund C ....................................... 7,363 1,371
------- -------
$19,969 $ 5,528
======= =======
Note 9--Reconciliation with Form 5500
For financial statement purposes, participant withdrawals and distributions
are recorded when paid rather than when processed and approved for payment. For
the purposes of Form 5500, such withdrawals and distributions are recorded when
processed and approved for payment; therefore, benefits payable to participants
who have requested withdrawals as of December 31, 1993 and 1992 of $19,969,000
and $5,528,000, respectively, have been included in benefit expense within Form
5500 for those years.
Note 10--Subsequent Event
The market value of ABC Inc. Common Stock declined subsequent to December
31, 1993, resulting in an unrealized depreciation for the period from January 1,
1994 through March 14,1994 of approximately $63,679,000 for the Company Common
Stock Fund and approximately $56,404,000 for Fund C, based on the number of
shares in these funds as of December 31, 1993.
