<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
Commission file number: 0-25066
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
THE TRIAD BUILDING
2200 RENAISSANCE BOULEVARD
SUITE 150
KING OF PRUSSIA, PA 19406
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND FOR
THE YEAR THEN ENDED AND FOR THE PERIOD FROM
MAY 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995:
Statements of Net Assets Available for Benefits 2-3
Statements of Changes in Net Assets Available for Benefits 4-5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND
FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable Transactions 11
Supplemental schedules not included herein are omitted because
of the absence of conditions under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Owosso Corporation 401(k) Savings Plan
King of Prussia, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the Owosso Corporation 401(k) Savings Plan as of December 31, 1996 and 1995,
and the related statements of changes in net assets available for benefits for
the year ended December 31, 1996 and 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 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the year
ended December 31, 1996 and for the period from May 1, 1995 (Date of Inception)
to December 31, 1995 in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental 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
1996 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
Philadelphia, Pennsylvania
June 6, 1997
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
- ------------------------------------------------------------------------------------------------------------------------------
Compass Compass Compass
Capital PNC Capital Capital PNC
Owosso Money Investment Managed Value Participant Balanced
Corporation Market Contract Income Equity Loan Profile
Stock Portfolio Fund Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $435,497 $437,530 $543,719 $1,716,468
Common stock $40,965
Participant loans $20,223
Common/collective funds $918,398
------- -------- -------- -------- -------- ------- ----------
Total investments 40,965 435,497 918,398 437,530 543,719 20,223 1,716,468
------- -------- -------- -------- --------
Contribution receivable - participants 290 391 4,065 989 1,884
Contribution receivable - employer 118 512,434 1,392 281 588
------- -------- -------- -------- --------
Total contribution receivable 408 512,825 5,457 1,270 2,472
------- -------- -------- -------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $41,373 $948,322 $923,855 $438,800 $546,191 $20,223 $1,716,468
======= ======== ======== ======== ======== ======= ==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fidelity
PNC Advisor
Moderate Growth
Profile Opportunities
Fund Fund Total
<S> <C> <C> <C>
Investments, at current value:
Mutual funds $1,683,940 $796,137 $5,613,291
Common stock 40,965
Participant loans 20,223
Common/collective funds 918,398
---------- -------- ----------
Total investments 1,683,940 796,137 6,592,877
-------- ----------
Contribution receivable - participants 2,940 10,559
Contribution receivable - employer 907 515,720
-------- ----------
Total contribution receivable 3,847 526,279
---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,683,940 $799,984 $7,119,156
========== ======== ==========
</TABLE>
See notes to financial statements.
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
- ------------------------------------------------------------------------------------------------------------------------------
PNC PNC PNC PNC PNC
Money Investment Managed Value Participant Balanced
Market Contract Income Equity Loan Profile
Portfolio Fund Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Cash $ 612
----------
Investments, at current value:
Mutual funds 667,129 $116,095 $130,681 $1,539,623
Participant loans $26,783
Common/collective funds $301,213
---------- -------- -------- -------- ------- ----------
Total investments 667,129 301,213 116,095 130,681 26,783 1,539,623
---------- -------- -------- --------
Due from Money Purchase Pension Plan 179,915
Contribution receivable - participants 36 30,625 2,281 1,797
Contribution receivable - employer 207,100 9,031 549 519
---------- -------- -------- --------
Total contribution receivable 387,051 39,656 2,830 2,316
---------- -------- -------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,054,792 $340,869 $118,925 $132,997 $26,783 $1,539,623
========== ======== ======== ======== ======= ==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fidelity
PNC Advisor
Moderate Growth
Profile Opportunities
Fund Fund Total
<S> <C> <C> <C>
Cash $ 612
----------
Investments, at current value:
Mutual funds $1,538,782 $366,382 4,358,692
Participant loans 26,783
Common/collective funds 301,213
---------- -------- ----------
Total investments 1,538,782 366,382 4,686,688
-------- ----------
Due from Money Purchase Pension Plan 179,915
Contribution receivable - participants 3,857 38,596
Contribution receivable - employer 1,079 218,278
-------- ----------
Total contribution receivable 4,936 436,789
---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,538,782 $371,318 $5,124,089
========== ======== ==========
</TABLE>
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
- ------------------------------------------------------------------------------------------------------------------------------
Compass Compass Compass
Capital PNC Capital Capital PNC
Owosso Money Investment Managed Value Participant Balanced
Corporation Market Contract Income Equity Loan Profile
Stock Portfolio Fund Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $ 0 $1,054,792 $340,869 $118,925 $132,997 $26,783 $1,539,623
------- ---------- -------- -------- -------- ------- ----------
ADDITIONS:
Contributions:
Rollovers 14,375 43,945 215,356 148,194 167,401
Employees 22,683 18,897 368,423 95,248 114,083
Employer 8,766 133,388 125,929 25,538 35,460 200,513
Interest and dividend income 1,140 781 16,494 75,644
Net appreciation (depreciation) in
fair value of investments (9,203) 26,883 40,616 (7,054) (8,960) 222,797
------- ---------- -------- -------- -------- ----------
Total additions 37,761 223,113 751,105 278,420 383,628 423,310
------- ---------- -------- -------- -------- ----------
DEDUCTIONS:
Distribution of benefits to participants (1,148) (147,496) (134,736) (30,706) (58,996) (246,701)
Other (3,434)
------- ---------- -------- -------- -------- ----------
Total deductions (1,148) (147,496) (138,170) (30,706) (58,996) (246,701)
------- ---------- -------- -------- -------- ------- ----------
FUND TRANSFERS, NET 4,760 (182,087) (29,949) 72,161 88,562 (6,560) 236
------- ---------- -------- -------- -------- ------- ----------
INCREASE (DECREASE) 41,373 (106,470) 582,986 319,875 413,194 (6,560) 176,845
------- ---------- -------- -------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $41,373 $ 948,322 $923,855 $438,800 $546,191 $20,223 $1,716,468
======= ========== ======== ======== ======== ======= ==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fidelity
PNC Advisor
Moderate Growth
Profile Opportunities
Fund Fund Total
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $1,538,782 $371,318 $5,124,089
---------- -------- ----------
ADDITIONS:
Contributions:
Rollovers 191,096 780,367
Employees 194,145 813,479
Employer 200,510 59,984 790,088
Interest and dividend income 39,214 133,273
Net appreciation (depreciation)
in fair value of investments 188,042 52,565 505,686
---------- -------- ----------
Total additions 388,552 537,004 3,022,893
---------- -------- ----------
DEDUCTIONS:
Distribution of benefits to participants (243,707) (160,902) (1,024,392)
Other (3,434)
---------- -------- ----------
Total deductions (243,707) (160,902) (1,027,826)
---------- -------- ----------
FUND TRANSFERS, NET 313 52,564
---------- --------
INCREASE (DECREASE) 145,158 428,666 1,995,067
---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $1,683,940 $799,984 $7,119,156
========== ======== ==========
</TABLE>
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
PERIOD FROM MAY 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
- ------------------------------------------------------------------------------------------------------------------------------
PNC PNC PNC PNC PNC
Money Investment Managed Value Participant Balanced
Market Contract Income Equity Loan Profile
Portfolio Fund Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------- -------- -------- -------- ------- ----------
ADDITIONS:
Contributions:
Rollovers 4,270,815 29,687
Employees 68 283,956 17,184 10,916
Employer 387,697 86,322 3,624 3,147
Interest and dividend income 9,386
Net appreciation (depreciation)
in fair value of investments 28,847 5,347 548 (814) 17,828
---------- -------- -------- -------- ------- ----------
Total additions 4,687,427 375,625 21,356 22,635 29,687 17,828
---------- -------- -------- -------- ------- ----------
DEDUCTIONS:
Distribution of benefits to participants (63,293) (2,435) (12,304)
Other (2,904)
---------- -------- ------- ----------
Total deductions (63,293) (2,435) (2,904) (12,304
---------- -------- ------- ----------
FUND TRANSFERS, NET (3,569,342) (32,321) 97,569 110,362 1,534,099
---------- -------- -------- -------- ----------
INCREASE 1,054,792 340,869 118,925 132,997 26,783 1,539,623
---------- -------- -------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $1,054,792 $340,869 $118,925 $132,997 $26,783 $1,539,623
========== ======== ======== ======== ======= ==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fidelity
PNC Advisor
Moderate Growth
Profile Opportunities
Fund Fund Total
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $ 0 $ 0 $ 0
---------- -------- ----------
ADDITIONS:
Contributions:
Rollovers 4,300,502
Employees 23,765 335,889
Employer 6,593 487,383
Interest and dividend income 9,144 18,530
Net appreciation (depreciation)
in fair value of investments 17,041 6,279 75,076
---------- -------- ----------
Total additions 17,041 45,781 5,217,380
---------- -------- ----------
DEDUCTIONS:
Distribution of benefits to participants (12,355) (90,387)
Other (2,904)
---------- -----------
Total deductions (12,355) (93,291)
---------- -----------
FUND TRANSFERS, NET 1,534,096 325,537
---------- --------
INCREASE 1,538,782 371,318 5,124,089
---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $1,538,782 $371,318 $5,124,089
========== ======== ==========
</TABLE>
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996 AND FOR THE PERIOD FROM MAY 1, 1995
(DATE OF INCEPTION) TO DECEMBER 31, 1995
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The 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.
In 1996, the Great Bend 401(k) Savings Plan and the Stature Electric
Pension Plan were merged into the Plan. The contributions made by each
totalled $227,607 and $241,490, 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 1996 and 1995, each employee's pre-tax contributions
were limited to $9,500 and $9,240, respectively. 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
years ended December 31, 1996 and 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. During 1996 the Plan trustee, PNC, renamed several funds. The
following funds were available during 1996:
Owosso Corporation Stock - Invests in common stock of Owosso Corporation.
Compass Capital Money Market Portfolio (formerly the PNC Money Market
Portfolio) - Invests in a broad range of short-term, high quality, U.S.
Dollar-denominated instruments such as government, bank, commercial and
other investments.
<PAGE>
PNC Investment Contract Fund - Invests in contracts issued by insurance
companies and banks with the goal of generating interest income returns
above the rates earned by money market funds while generally maintaining a
stable principal value.
Compass Capital Managed Income Portfolio (formerly PNC Managed Income
Portfolio) - Invests in a portfolio of bonds including agency obligations
and corporate bonds.
Compass Capital Value Equity Portfolio (formerly PNC Value Equity
Portfolio) - Invests in stocks whose prices are considered low relative to
the stocks' earnings potential.
PNC Balanced Profile Fund - Invests in a diversified portfolio of equity
securities and fixed income portfolios with reasonable value and above
average potential for dividend and earnings growth.
PNC Moderate Profile Fund - Invests in mutual fund portfolios and
diversified equity portfolios with reasonable value and above average
potential for dividend and earnings growth.
Fidelity Advisor Growth Opportunities Fund - Invests in traditional growth
stocks, with the goal of long-term capital growth.
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
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.
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
The Company's contribution in a particular year becomes fully vested if
the participant's employment terminates due to death, disability or
retirement.
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, 1996 and 1995 totaled $20,223 and $26,783,
respectively.
<PAGE>
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 IRS determined and informed the Plan sponsor by a
letter dated October 24, 1996 that the Plan and related trust are designed
in accordance with the applicable sections of the Internal Revenue Code
(IRC). The Plan administrator believes that the Plan is designed and
currently being operated in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
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 specific identification basis. Dividends and interest are recorded
when earned. Employee and employer contributions are recorded in the
period to which they are applicable.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.
3. INVESTMENTS
Investments of the Plan at December 31, 1996 are summarized below:
Mutual Funds:
Compass Capital Money Market Portfolio $ 435,497
Compass Capital Managed Income Portfolio 437,530
Compass Capital Value Equity Portfolio 543,719
PNC Balanced Profile Fund 1,716,468
PNC Moderate Profile Fund 1,683,940
Fidelity Advisor Growth Opportunities Fund 796,137
----------
5,613,291
----------
Other:
PNC Investment Contract Fund 918,398
Participant loans 20,223
Owosso Corporation 40,965
----------
979,586
----------
Total Investments $6,592,877
==========
<PAGE>
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, which amount, in turn,
was owed to the Plan. Accordingly, the $179,915 was reflected as a
contribution receivable at December 31, 1995. During 1996, the
contribution was received by the Owosso Corporation Money Purchase Pension
Plan, and at that time, that amount was transferred to the Plan.
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, 1996 and 1995 were $0 and
$10,603, respectively.
******
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
Identity Number Current
of Issue Description of Investment of Shares Cost Value
Mutual Funds:
PNC* Compass Capital Money
Market Portfolio 377,145.073 $ 410,218 $ 435,497
PNC* Compass Capital Managed
Income Portfolio 42,644.28 441,831 437,530
PNC* Compass Capital Value
Equity Portfolio 38,371.119 557,278 543,719
PNC* PNC Balanced Profile Fund 122,491.082 1,504,172 1,716,468
PNC* PNC Moderate Profile Fund 134,790.672 1,504,014 1,683,940
Fidelity Fidelity Advisor Growth
Opportunities Fund 22,553.451 745,468 796,137
---------- ----------
5,162,981 5,613,291
---------- ----------
Owosso Common Stock Owosso
Corporation* Corporation 8,142.77 48,793 40,965
---------- ----------
Other:
PNC* PNC Investment Contract
Fund 521,816.763 875,960 918,398
PNC* Participant Loans 20,222.54 20,223 20,223
---------- ----------
TOTAL INVESTMENTS $6,107,957 $6,592,877
========== ==========
* Party-in-interest to the Plan.
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
Series of Transactions
<TABLE>
<CAPTION>
Net
Identity Number of Purchase Sales Realized
of Party Description of Assets Transactions Price Price Gain
<S> <C> <C> <C> <C> <C>
PNC Compass Capital Money Market Fund 35 $352,952 $352,952
PNC PNC Investment Contract Fund 60 771,034
PNC Compass Capital Managed Income Fund 73 341,869
PNC Compass Capital Large Capital
Value Equity Fund 82 416,173
Fidelity Fidelity Advisor Growth
Opportunities Fund 81 518,553
PNC PNC Balance Profile Fund 56 229,413 259,929 $30,516
PNC PNC Moderate Profile Fund 57 229,247 258,858 29,611
</TABLE>
<PAGE>
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.
-----------------------------
George B. Lemmon, Jr.
Chief Executive Officer
Date: June 27, 1997
<PAGE>
Index to Exhibits
Exhibit Number Description
- -------------- -----------
23 Consent of Deloitte & Touche LLP
<PAGE>
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 of
Form S-3 of our report dated June 6, 1997, appearing in this Annual Report on
Form 11-K of the Owosso Corporation 401(k) Savings Plan for the year ended
December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 27, 1997
