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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):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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 0-23728
A. Full Title of the plan and the address of the plan, if different from
that of the issuer named below:
401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
OWOSSO CORPORATION
ONE TOWER BRIDGE
100 FRONT STREET
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
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<TABLE>
<CAPTION>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
TABLE OF CONTENTS
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Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND FOR THE PERIOD FROM MAY 1, 1995
(Date of Inception) TO DECEMBER 31, 1995:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1995 7
Item 27d - Schedule of Reportable Transactions - Period from May 1, 1995
(Date of Inception) to December 31, 1995 8
Supplemental schedules not included herein are omitted because of the absence of
conditions under which they are required.
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Deloitte & Touche LLP
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Owosso Corporation 401(k) Savings Plan
West Conshohocken, Pennsylvania
We have audited the accompanying statement of net assets available for benefits
of Owosso Corporation 401(k) Savings Plan as of December 31, 1995, and the
related statement of changes in net assets available for benefits for the period
from May 1, 1995 (Date of Inception) to December 31, 1995. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995, and the changes in net assets available for benefits for the period from
May 1, 1995 (Date of Inception) to December 31, 1995 in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents 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 information by fund in the statements of net assets
available for benefits and statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules and
supplemental information by fund are the responsibility of the Plan's
management. Such supplemental schedules and supplemental information by fund
have been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ Deloitte & Touche LLP
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June 13, 1996
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OWOSSO CORPORATION 401(k) SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
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Supplemental Information by Fund
-------------------------------------------------------------------------------------------
Fidelity
PNC PNC PNC PNC PNC PNC Advisor
Money Investment Managed Value PNC Balanced Moderate Growth
Market Contract Income Equity Loan Profile Profile Opportunities
ASSETS Portfolio Fund Portfolio Portfolio Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 612 $ 612
---------- ----------
Investments, at current
value:
Mutual funds 667,129 $116,095 $130,681 $1,539,623 $1,538,782 $366,382 4,358,692
Participant loans $26,783 26,783
Common/collective funds $301,213 301,213
---------- -------- -------- -------- ------- ---------- ---------- -------- ---------
Total investments 667,129 301,213 116,095 130,681 26,783 1,539,623 1,538,782 366,382 4,686,688
---------- -------- -------- -------- ------- ---------- ---------- -------- ----------
Due from Money Purchase
Pension Plan 179,915 179,915
Contribution receivable--
participants 36 30,625 2,281 1,797 3,857 38,596
Contribution receivable--
employer 207,100 9,031 549 519 1,079 218,278
---------- -------- -------- -------- -------- ----------
Total contribution
receivable 387,051 39,656 2,830 2,316 4,936 436,789
---------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $1,054,792 $340,869 $118,925 $132,997 $26,783 $1,539,623 $1,538,782 $371,318 $5,124,089
========== ======== ======== ======== ======= ========== ========== ======== ==========
</TABLE>
See notes to financial statements.
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OWOSSO CORPORATION 401(k) SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
PERIOD FROM MAY 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
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Supplemental Information by Fund
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Fidelity
PNC PNC PNC PNC Parti- PNC PNC Advisor
Money Investment Managed Value cipant Balanced Moderate Growth
Market Contract Income Equity Loan Profile Profile Opportunities
Portfolio Fund Portfolio Portfolio Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS,
BEGINNING OF YEAR $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------- -------- -------- -------- ------- ---------- ---------- -------- ----------
ADDITIONS:
Contributions:
Rollovers 4,270,815 29,687 4,300,502
Employees 68 283,956 17,184 10,916 23,765 335,889
Employer 387,697 86,322 3,624 3,147 6,593 487,383
Interest and dividend income 9,386 9,144 18,530
Net realized/unrealized
appreciation (depreciation)
in fair value of investments 28,847 5,347 548 (814) 17,828 17,041 6,279 75,076
---------- -------- -------- -------- ------- ---------- ---------- -------- ----------
Total additions 4,687,427 375,625 21,356 22,635 29,687 17,828 17,041 45,781 5,217,380
---------- -------- ------- ---------- ---------- ----------
DEDUCTIONS:
Distribution of benefits to
participants (63,293) (2,435) (12,304) (12,355) (90,387)
Other (2,904) (2,904)
---------- -------- ------- ---------- ---------- ----------
Total deductions (63,293) (2,435) (2,904) (12,304) (12,355) (93,291)
---------- -------- ------- ----------
FUND TRANSFERS, NET (3,569,342) (32,321) 97,569 110,362 1,534,099 1,534,096 325,537
---------- -------- -------- -------- ---------- ---------- --------
INCREASE 1,054,792 340,869 118,925 132,997 26,783 1,539,623 1,538,782 371,318 5,124,089
---------- -------- -------- -------- ------- ---------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $1,054,792 $340,869 $118,925 $132,997 $26,783 $1,539,623 $1,538,782 $371,318 $5,124,089
========== ======== ======== ======== ======= ========== ========== ======== ==========
</TABLE>
See notes to financial statements.
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OWOSSO CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM MAY 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
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1. DESCRIPTION OF THE PLAN
Owosso Corporation 401(k) Savings Plan (the "Plan"), was established by
Sooner Trailer Manufacturing Co. effective May 1, 1995 for the benefit of
its eligible employees. Effective July 1, 1995, Owosso Corporation (the
"Company") assumed sponsorship of the Plan. Also effective July 1, 1995,
the Owosso Corporation Money Purchase Pension Plan, the Landover Company
Money Purchase Pension Plan, the DewEze Profit Sharing Plan (collectively,
the "Merged Plans") were merged with and into the Plan. The contributions
made by each totalled $2,982,845, $446,578 and $836,837, respectively. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). Participants should refer to the Plan
document for a complete description of the Plan.
Participation - Participants in the Merged Plans were eligible for
participation in the Plan immediately following the merger. All other
employees are eligible to participate after completion of at least 1,000
hours of service in one eligibility computation period.
Funding - All eligible employees may direct the Company to contribute from
1% to 15% of their compensation to the Plan on their behalf as a basic
contribution, subject to an annual dollar limit that is indexed annually
for inflation. For 1995, each employee's pre-tax contributions were
limited to $9,240. The Company will make matching contributions equal to a
percentage determined at the discretion of the Board of Directors at the
beginning of each plan year. For the period from May 1, 1995 (date of
inception) to December 31, 1995 this matching percentage was set at 50% of
the employee's contribution, up to 4% of compensation. Additionally, the
Company will make supplemental contributions equal to 3% of the
compensation of eligible participants for such plan year, which
contribution shall be reduced by amounts forfeited from the accounts of
participants.
Investment Policy - Each employee directs that his/her contribution plus
the Company's matching contributions be invested and reinvested in one or
more of the investment funds offered by the Trustee and/or in the
Company's common stock (effective Plan year 1996). The 3% supplemental
contributions are directed into investment options by the Company on
behalf of the Plan participants. All income, expenses, gains or losses
attributable to assets held in each investment fund are reflected therein
exclusively.
Vesting - The Plan provides that a participant shall have a fully vested
interest in his/her Elective Deferral Contribution Account, Voluntary
Contribution Account, Qualified Matching Contribution Account, Qualified
Supplemental Contribution Account and Rollover Account. The Company's
contribution in a particular year becomes fully vested if the
participant's employment terminates due to death, disability or
retirement. Otherwise, the Company's contributions are vested under a
schedule dependent upon the employee's years of vesting service. A
participant earns one year of vesting service for each plan year in which
such participant completes 1,000 hours of service, as defined by the Plan.
Hours of service prior to July 1, 1995 are considered for vesting
purposes.
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Vesting
Years of Service Percentage
Less than one year 0%
One but less than two 10
Two but less than three 20
Three but less than four 30
Four but less than five 40
Five but less than six 60
Six but less than seven 80
Seven or more 100
Benefits - Benefits are determined by the balance of employee's account,
which is based on the amount of employee's contributions, the amount of
the Company's contributions, the length of participation in the Plan, and
the interest, dividends and/or gains/losses on investments.
Loans - No loans are permitted under the Plan. Loans outstanding to
participants due to their participation in a previous loan from a Merged
Plan shall be repaid in equal installments by payroll deductions. Loans
outstanding at December 31, 1995 totaled $26,783.
Termination of the Plan - In the event of termination of the Plan, the
interest of the participating employees or their beneficiaries will be
distributed in full amount to their credit and not be subject to
forfeiture in whole or in part.
Income Tax Status - The plan administrator intends to apply for an
Internal Revenue Service determination of the Plan's tax qualified status.
However, the plan administrator and the Plan's tax counsel believe that
the Plan is designed to be and is currently being operated in compliance
with the applicable requirements of the Internal Revenue Code.
Administration of the Plan - Plan administration is the responsibility of
the Pension Committee of the Company. Expenses of the Plan are paid by
the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The financial statements of the Plan have been
prepared on the accrual basis of accounting. Investments are stated at
fair value which is measured by actual market quotes. Net appreciation or
depreciation in the current value of investments includes changes in
unrealized gains and losses and realized gains and losses determined on
the specified identification basis. Dividends and interest are recorded
when earned. Employee and employer contributions are recorded in the
period to which they are applicable.
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3. INVESTMENTS
Investments of the Plan at December 31, 1995 are summarized below:
Mutual Funds:
PNC Money Market Portfolio $ 667,129
PNC Managed Income Portfolio 116,095
PNC Value Equity Portfolio 130,681
PNC Balanced Profile Fund 1,539,623
PNC Moderate Profile Fund 1,538,782
Fidelity Advisor Growth Opportunities Fund 366,382
----------
4,358,692
----------
Other:
PNC Investment Contract Fund 301,213
Participant loans 26,783
----------
327,996
----------
Total Investments $4,686,688
==========
4. DUE FROM MONEY PURCHASE PENSION PLAN
At December 31, 1995, the Company owed contributions totalling $179,915 to
the Owosso Corporation Money Purchase Pension Plan. Once the contribution
is received by the Owosso Corporation Money Purchase Pension Plan, that
amount will be transferred to the Plan. Consequently, the $179,915 has
been reflected as a contribution receivable in the accompanying financial
statements.
5. DUE TO FORMER PARTICIPANTS
Benefits payable to individuals who have elected to withdraw from the Plan
but have not yet been paid as of December 31, 1995 were $10,603.
******
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OWOSSO CORPORATION 401(K) SAVINGS PLAN
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
_______________________________________________________________________________
Current
Identify of Issue Description of Investment Cost Value
Mutual Funds:
PNC Bank Money Market Portfolio $ 659,836 $ 667,129
PNC Bank Managed Income Portfolio 115,549 116,095
PNC Bank Value Equity Portfolio 131,499 130,681
PNC Bank Balanced Profile Fund 1,521,492 1,539,623
PNC Bank Moderate Profile Fund 1,521,490 1,538,782
Fidelity Investments Fidelity Advisors Growth
Opportunities Fund 360,103 366,382
---------- ----------
4,309,969 4,358,692
---------- ----------
Other:
PNC Bank Investment Contract Fund 296,301 301,213
Owosso Corporation 401(k)
Savings Plan Participant Loan Fund 26,783 26,783
---------- ----------
323,084 327,996
---------- ----------
TOTAL INVESTMENTS $4,633,053 $4,686,688
========== ==========
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OWOSSO CORPORATION 401(K) SAVINGS PLAN
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
PERIOD FROM MAY 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
_______________________________________________________________________________
<TABLE>
<CAPTION>
Net
Number of Purchase Sales Realized
Identity of Party Description of Assets Transactions Price Price Gain
<S> <C> <C> <C> <C> <C>
Single Transactions:
PNC Bank Money Market Portfolio 773,467 $ 836,837
PNC Bank Money Market Portfolio 411,350 446,578
PNC Bank Money Market Portfolio 2,747,545 2,982,845
PNC Bank Money Market Portfolio 2,807,631 3,047,122 $3,067,533 $20,411
PNC Bank Moderate Profile Fund 138,307 1,533,550
PNC Bank Balanced Profile Fund 126,011 1,533,552
Series of Transactions:
PNC Bank Money Market Portfolio 3,933,191 4,267,163
PNC Bank Money Market Portfolio 3,324,168 3,605,980 3,628,880 22,900
Fidelity Investments Fidelity Advisors Growth
Opportunities Fund 11,580 360,103
PNC Bank Moderate Profile Fund 138,384 1,534,400
PNC Bank Balanced Profile Fund 126,081 1,534,402
PNC Bank Investment Contract Fund 209,851 341,176
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
OWOSSO CORPORATION 401(k) SAVINGS PLAN
By: OWOSSO CORPORATION, Plan Administrator
By: /s/ George B. Lemmon, Jr.
Date June 28, 1996 ------------------------------------------
George B. Lemmon, Jr.
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
23 Consent of Deloitte & Touche LLP
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-98474 of Owosso Corporation on Form S-8 and
Amendment No. 1 to Registration Statement No. 33-99526 of Owosso Corporation on
Form S-3 of our report dated June 13, 1996, appearing in this Annual Report
on Form 11-K of the Owosso Corporation 401(k) Savings Plan for the period
May 1, 1995 (Date of Inception) to December 31, 1995.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 28, 1996
