<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 [FEE REQUIRED]
For the fiscal year ended: December 31, 1997
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 the 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
Financial Statements as of and for the Years Ended December 31, 1997 and 1996,
Supplemental Schedules as of and for the Year Ended December 31, 1997 and
Independent Auditors' Report
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 AND FOR THE YEARS THEN
ENDED:
Statements of Net Assets Available for Benefits 2-3
Statements of Changes in Net Assets Available for Benefits 4-5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
Supplemental schedules not included herein are omitted because of the absence
of conditions under which they are required.
</TABLE>
<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 (the "Plan") as of
December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits for the years then ended. 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,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended 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 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.
DELOITTE & TOUCHE LLP
June 5, 1998
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
---------------------------------------------------------------------------
Compass
Capital
PNC Large Cap PNC PNC
Owosso Investment Value Participant Balanced Moderate
Stock Contract Equity Loan Profile Profile
Fund Fund Portfolio Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $ 965,779 $ 2,031,055 $ 1,974,342
Common stock $102,848
Participant loans $ 72,755
Common/collective funds $ 1,611,480
-------- ----------- --------- -------- ----------- -----------
Total investments 102,848 1,611,480 965,779 72,755 2,031,055 1,974,342
-------- ----------- --------- -------- ----------- -----------
Contribution receivable:
Participants 1,153 8,287 6,722 128 78
Employer 1,592 3,473 2,622 336,573 336,561
-------- ----------- --------- -------- ----------- -----------
Total contribution receivable 2,745 11,760 9,344 336,701 336,639
-------- ----------- --------- -------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $105,593 $ 1,623,240 $ 975,123 $ 72,755 $ 2,367,756 $ 2,310,981
======== =========== ========= ======== =========== ===========
</TABLE>
RESTUBBED TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Supplemental Information by Fund
------------------------------------------------------------------
Compass
Fidelity Compass Capital
Advisor PNC Capital Small Cap
Growth Aggressive Intermediate Value
Opportunities Profile Term Bond Equity
Fund Fund Portfolio Portfolio Total
<S> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $ 1,357,732 $ 10,283 $ 535,487 $ 48,186 $ 6,922,864
Common stock 102,848
Participant loans 72,755
Common/collective funds 1,611,480
----------- -------- --------- -------- -----------
Total investments 1,357,732 10,283 535,487 48,186 8,709,947
----------- -------- --------- -------- -----------
Contribution receivable:
Participants 6,607 240 3,680 1,044 27,939
Employer 2,894 86 1,164 565 685,530
----------- -------- --------- -------- -----------
Total contribution receivable 9,501 326 4,844 1,609 713,469
----------- -------- --------- -------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 1,367,233 $ 10,609 $ 540,331 $ 49,795 $ 9,423,416
=========== ======== ========= ======== ===========
</TABLE>
See notes to financial statements.
-2-
<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
Owosso Money Investment Managed Value
Stock Market Contract Income Equity
Fund Portfolio Fund Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $ 435,497 $ 437,530 $ 543,719
Common stock $ 40,965
Participant loans
Common/collective funds $ 918,398
-------- --------- --------- --------- ---------
Total investments 40,965 435,497 918,398 437,530 543,719
-------- --------- --------- --------- ---------
Contribution receivable:
Participants 290 391 4,065 989 1,884
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
======== ========= ========= ========= =========
</TABLE>
RESTUBBED TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
----------------------------------------------------------------
Fidelity
PNC PNC Advisor
Participant Balanced Moderate Growth
Loan Profile Profile Opportunities
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $ 1,716,468 $ 1,683,940 $ 796,137 $ 5,613,291
Common stock 40,965
Participant loans $ 20,223 20,223
Common/collective funds 918,398
-------- ----------- ----------- --------- -----------
Total investments 20,223 1,716,468 1,683,940 796,137 6,592,877
--------- -----------
Contribution receivable:
Participants 2,940 10,559
Employer 907 515,720
--------- -----------
Total contribution receivable 3,847 526,279
-------- ----------- ----------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 20,223 $ 1,716,468 $ 1,683,940 $ 799,984 $ 7,119,156
======== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
------------------------------------------------------------------------
Compass
Compass Compass Capital
Capital PNC Capital Large Cap
Owosso Money Investment Managed Value Participant
Stock Market Contract Income Equity Loan
Fund Portfolio Fund Portfolio Portfolio Fund
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 41,373 $ 948,322 $ 923,855 $ 438,800 $ 546,191 $ 20,223
--------- -------- ----------- -------- --------- --------
ADDITIONS:
Contributions:
Rollovers 961 13,789 12,071
Employees 39,165 19,477 363,451 60,027 203,357
Employer 16,137 8,116 124,579 18,420 63,369
Interest and dividend income 3,287 2,181 615 18,021 137,000
Net appreciation (depreciation)
in fair value of investments 9,377 14,652 80,061 4,884 60,092
--------- -------- ----------- -------- ---------
Total additions 68,927 44,426 582,495 101,352 475,889
--------- -------- ----------- -------- ---------
DEDUCTIONS:
Distribution of benefits to participants (3,350) (10,145) (184,714) (5,514) (103,106) (626)
Other (1,857)
--------- -------- ----------- -------- --------- --------
Total deductions (3,350) (10,145) (186,571) (5,514) (103,106) (626)
--------- -------- ----------- -------- --------- --------
FUND TRANSFERS, NET (1,357) (982,603) 303,461 (534,638) 56,149 53,158
--------- -------- ----------- -------- --------- --------
INCREASE (DECREASE) 64,220 (948,322) 699,385 (438,800) 428,932 52,532
--------- -------- ----------- -------- --------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 105,593 $ - $ 1,623,240 $ - $ 975,123 $ 72,755
========= ======== =========== ======== ========= ========
</TABLE>
<PAGE>
RESTUBBED TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
----------------------------------------------------------------------------------------
Fidelity Compass Compass
PNC PNC Advisor PNC Capital Capital
Balanced Moderate Growth Aggressive Intermediate Small Cap
Profile Profile Opportunities Profile Term Bond Value Equity
Fund Fund Fund Fund Portfolio Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 1,716,468 $ 1,683,940 $ 799,984 $ 7,119,156
----------- ----------- ----------- -----------
ADDITIONS:
Contributions:
Rollovers 11,637 $ 1,443 39,901
Employees 1,532 956 251,796 $ 1,928 61,135 $ 5,879 1,008,703
Employer 337,240 337,138 80,603 689 19,602 1,717 1,007,610
Interest and dividend income 6 86,402 6 14,593 4,048 266,159
Net appreciation (depreciation)
in fair value of investments 306,633 282,622 185,788 44 830 (3,577) 941,406
----------- ----------- ----------- -------- --------- -------- -----------
Total additions 645,411 620,716 616,226 2,667 97,603 8,067 3,263,779
----------- ----------- ----------- -------- --------- -------- -----------
DEDUCTIONS:
Distribution of benefits to participants (271,155) (263,755) (97,405) (17,402) (490) (957,662)
Other (1,857)
----------- ----------- ----------- --------- -------- -----------
Total deductions (271,155) (263,755) (97,405) (17,402) (490) (959,519)
----------- ----------- ----------- --------- -------- -----------
FUND TRANSFERS, NET 277,032 270,080 48,428 7,942 460,130 42,218
----------- ----------- ----------- -------- --------- -------- -----------
INCREASE (DECREASE) 651,288 627,041 567,249 10,609 540,331 49,795 2,304,260
----------- ----------- ----------- -------- --------- -------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 2,367,756 $ 2,310,981 $ 1,367,233 $ 10,609 $ 540,331 $ 49,795 $ 9,423,416
=========== =========== =========== ======== ========= ======== ===========
</TABLE>
See notes to financial statements.
- 4 -
<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
Owosso Money Investment Managed Value
Stock Market Contract Income Equity
Fund Portfolio Fund Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ - $ 1,054,792 $ 340,869 $ 118,925 $ 132,997
-------- --------- --------- --------- ---------
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
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)
-------- --------- --------- --------- ---------
Total additions 37,761 223,113 751,105 278,420 383,628
-------- --------- --------- --------- ---------
DEDUCTIONS:
Distribution of benefits to participants (1,148) (147,496) (134,736) (30,706) (58,996)
Other (3,434)
-------- --------- --------- --------- ---------
Total deductions (1,148) (147,496) (138,170) (30,706) (58,996)
-------- --------- --------- --------- ---------
FUND TRANSFERS, NET 4,760 (182,087) (29,949) 72,161 88,562
-------- --------- --------- --------- ---------
INCREASE (DECREASE) 41,373 (106,470) 582,986 319,875 413,194
-------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 41,373 $ 948,322 $ 923,855 $ 438,800 $ 546,191
======== ========= ========= ========= =========
</TABLE>
<PAGE>
RESTUBBED TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
-------------------------------------------------------------
Fidelity
PNC PNC Advisor
Participant Balanced Moderate Growth
Loan Profile Profile Opportunities
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 26,783 $ 1,539,623 $ 1,538,782 $ 371,318 $ 5,124,089
-------- ----------- ----------- --------- -----------
ADDITIONS:
Contributions:
Rollovers 191,096 780,367
Employees 194,145 813,479
Employer 200,513 200,510 59,984 790,088
Interest and dividend income 39,214 133,273
Net appreciation (depreciation) in
fair value of investments 222,797 188,042 52,565 505,686
----------- ----------- --------- -----------
Total additions 423,310 388,552 537,004 3,022,893
----------- ----------- --------- -----------
DEDUCTIONS:
Distribution of benefits to participants (246,701) (243,707) (160,902) (1,024,392)
Other (3,434)
----------- ----------- --------- -----------
Total deductions (246,701) (243,707) (160,902) (1,027,826)
----------- ----------- --------- -----------
FUND TRANSFERS, NET (6,560) 236 313 52,564
-------- ----------- ----------- ---------
INCREASE (DECREASE) (6,560) 176,845 145,158 428,666 1,995,067
-------- ----------- ----------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 20,223 $ 1,716,468 $ 1,683,940 $ 799,984 $ 7,119,156
======== =========== =========== ========= ===========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Owosso Corporation 401(k) Savings Plan
(the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
Provisions.
a. General - 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, and the DewEze Profit
Sharing Plan (collectively, the "Merged Plans") were merged with
and into the Plan.
In 1996, the Great Bend 401(k) Savings Plan and the Stature
Electric Pension Plan were merged into the Plan. The assets
transferred totalled $227,607 and $241,490, respectively. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
b. 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.
c. Contributions - 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 1997 and 1996,
each employee's pre-tax contributions were limited to $9,500. 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, 1997
and 1996, 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.
d. Participant Accounts - 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 1997 three new funds were added as investment
options and two funds were removed. The following funds were
available during 1997:
Owosso Stock Fund - Invests in common stock of Owosso Corporation.
Compass Capital Money Market Portfolio (Closed) - Invests in a
broad range of short-term, high quality, U.S. Dollar-denominated
instruments such as government, bank, commercial and other
investments.
-6-
<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 (Closed) - Invests in a
portfolio of bonds including agency obligations and corporate
bonds.
Compass Capital Large Cap 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.
PNC Aggressive Profile Fund (New)- Invests in mutual fund
portfolios of the Compass Capital Funds.
Compass Capital Intermediate Term Bond Portfolio (New) - Invests in
investment grade fixed income securities within an intermediate, 5
to 10 year, maturity range.
Compass Capital Small Cap Value Equity Portfolio (New) - Invests in
small cap stocks with prices relative to earnings and book value
that are below average and have a market capitalization below $1
billion.
e. 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
-7-
<PAGE>
The Company's contributions become fully vested if the
participant's employment terminates due to death, disability or
retirement.
f. Benefits - Benefits are determined by the vested balance of the
employee's account, which is based on the amount of the 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.
g. Loans - In 1997, the Plan was amended to allow participants to
borrow from their fund accounts for a minimum of $1,000 up to a
maximum of $50,000 or 50% of their vested account balance. Prior to
the amendment, loan balances resulted from the rollover of accounts
from the Merged Plans. Loan transactions are treated as a transfer
between the investment fund and the loan fund. Terms of repayment
shall not exceed 60 months (5 years). The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates, adjusted from time to
time by the Plan administrator. Principal and interest is paid
ratably through monthly payroll deductions. Loans outstanding at
December 31, 1997 and 1996 totaled $ 72,755 and $20,223,
respectively.
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 fair 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.
Valuation of Loans to Participants - The loans to participants are
valued at cost plus accrued interest which approximates fair value.
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 as provided by the Plan document.
-8-
<PAGE>
3. INVESTMENTS
The following table presents investments. Investments that exceed 5
percent or more of the Plan's net assets are separately identified:
<TABLE>
<CAPTION>
Description of Asset 1997 1996
<S> <C> <C>
Mutual Funds:
Compass Capital Money Market Portfolio* $ 435,497
Compass Capital Managed Income Portfolio* 437,530
Compass Capital Large Cap Value Equity Portfolio* $ 965,779 543,719
PNC Agressive Growth Fund 10,283
PNC Balanced Profile Fund* 2,031,055 1,716,468
Compass Capital Intermediate Term Bond Portfolio* 535,487
Compass Capital Small Cap Value Equity Portfolio 48,186
PNC Moderate Profile Fund* 1,974,342 1,683,940
Fidelity Advisor Growth Opportunities Fund* 1,357,732 796,137
----------- ----------
Total Mutual Funds 6,922,864 5,613,291
Other:
PNC Investment Contract Fund* 1,611,480 918,398
Participant loans 72,755 20,223
Owosso Stock Fund 102,848 40,965
----------- ----------
Total Investments $ 8,709,947 $6,592,877
=========== ==========
</TABLE>
*Represent investments exceeding 5% of net assets
-9-
<PAGE>
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
During 1997 and 1996, the Plan's Investments (including investments
bought, sold, as well as held during the year) appreciated in value by
$941,406 and $505,686, respectively, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1997 1996
<S> <C> <C>
Mutual Funds:
Compass Capital Money Market Portfolio $ 14,652 $ 26,883
Compass Capital Managed Income Portfolio 4,884 (7,054)
Compass Capital Large Cap Value Equity Portfolio 60,092 (8,960)
PNC Aggressive Growth Fund 44
PNC Balanced Profile Fund 306,633 222,797
Compass Intermediate Term Bond Portfolio 830
Compass Capital Small Cap Value Equity Portfolio (3,577)
PNC Moderate Profile Fund 282,622 188,042
Fidelity Advisor Growth Opportunities Fund 185,788 52,565
--------- ---------
851,968 474,273
--------- ---------
Other:
PNC Investment Contract Fund 80,061 40,616
Owosso Stock Fund 9,377 (9,203)
--------- ---------
89,438 31,413
--------- ---------
Total Investments $ 941,406 $ 505,686
========= =========
</TABLE>
5. PLAN TERMINATION
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.
6. TAX STATUS
The Internal Revenue service (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.
-10-
<PAGE>
7. CHANGES IN THE PLAN
During 1997, the Board of Directors of the Owosso Corp. approved two
amendments to the plan. The following are brief descriptions of such
amendments. Participants should refer to the actual amendments for a
more complete description of the amendment provisions.
Amendment 1997-1, effective January 1, 1997, included a series of
changes to the Plan, providing for the merger of the Great Bend
Pension Plan with the Owosso Corporations 401(k) Plan.
Amendment 1997-2, effective July 1, 1997, provided for borrowing
by participants and former participants of the Plan. See Note 1.g.
for further discussion of details of this amendment.
8. 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, 1997 and 1996 were
$4,264 and $0, respectively.
9. SUBSEQUENT EVENT
In April 1998, the Company disposed of a subsidiary, Great Bend
Manufacturing Company, Inc. Account balances for participants of this
subsidiary totalled $408,474 at December 31, 1997. Participants of the
Plan who were employed by this subsidiary as of April 24, 1998 were
granted 100% vesting in the employer matching and supplemental
contributions. Additionally, the Company made a 3% contribution to each
participant account on eligible wages, for the year to date, at the time
of the disposal.
******
-11-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Identity Number Current
of Issue Description of Investment of Shares Cost Value
<S> <C> <C> <C> <C>
Mutual Funds:
PNC* Compass Capital Large Cap Value
Equity Portfolio 61988.386 929,221 965,779
PNC* Compass Capital Small
Cap Value Equity Portfolio 2647.566 51,705 48,186
PNC* PNC Balanced Profile Fund 124330.006 1,568,741 2,031,055
PNC* PNC Moderate Profile Fund 136717.797 1,560,379 1,974,342
PNC* PNC Aggressive Profile Fund 558.469 10,238 10,283
PNC* Compass Capital Intermediate
Term Bond Portfolio 56605.395 535,096 535,487
Fidelity Fidelity Advisor Growth
Opportunities Fund 31984.268 1,142,697 1,357,732
---------- ----------
5,798,077 6,922,864
---------- ----------
Owosso
Corporation* Owosso Corporation Stock 15468.411 101,342 102,848
---------- ----------
Other:
PNC* PNC Investment Contract
Fund 860373.75 1,507,618 1,611,480
PNC* Participant Loans (rates ranging
from 9.5% to 14.8% 72755.47 72,755 72,755
---------- ----------
TOTAL INVESTMENTS $7,479,792 $ 8,709,947
========== ===========
</TABLE>
* Party-in-interest to the Plan
-12-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Single transactions
Net
Identity Number of Purchase Sales Realized
of Party Description of Assets Transactions Price Price Gain(Loss)
<S> <C> <C> <C>
PNC* Compass Capital Money Market Fund 1 $ 492,865
PNC* PNC Investment Contract Fund 1 379,037
PNC* Compass Capital Managed Income Fund 1 492,541 $ 492,865 $ 324
PNC* Compass Capital Money Market 1 349,170 379,036 29,866
Series of Transactions
Net
Identity Number of Purchase Sales Realized
of Party Description of Assets Transactions Price Price Gain(Loss)
PNC* Compass Capital Money Market Fund 26 $ 442,085 478,919 36,834
PNC* PNC Investment Contract Fund 105 944,198
PNC* PNC Investment Contract Fund 95 312,541 331,168 18,627
PNC* Compass Capital Managed Income Fund 31 541,440 541,269 (171)
PNC* Compass Capital Large Capital
Value Equity Fund 82 416,173
Fidelity Fidelity Advisor Growth
Opportunities Fund 83 503,767
PNC* PNC Balance Profile Fund 72 297,838 354,453 56,615
PNC* PNC Balance Profile Fund 56 362,407
PNC* PNC Moderate Profile Fund 72 297,083 345,669 48,586
PNC* PNC Moderate Profile Fund 55 353,448
PNC* Compass Capital Intermediate
Term Bond Portfolio 37 590,144
</TABLE>
*Party-in-interest to the Plan
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee (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.
---------------------------------------
President, Chief Executive Officer and
Director
Date: June 26, 1998
<PAGE>
Index to Exhibits
Exhibit No. 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 and Registration Statement No.
333-55835 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 5, 1998, appearing in this Annual Report on Form 11-K of the
Owosso Corporation 401(k) Savings Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 26,1998
