<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, 1998
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
Financial Statements as of and for the
Years Ended December 31, 1998 and 1997,
Supplemental Schedules as of and for the
Year Ended December 31, 1998 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, 1998 AND 1997 AND FOR THE YEARS THEN
ENDED:
Statements of Assets Available for Benefits 2-3
Statements of Changes in Assets Available for Benefits 4-5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions 12
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 Trustee and Participants of
Owosso Corporation 401(k) Savings Plan
King of Prussia, Pennsylvania
We have audited the accompanying statements of assets available for benefits of
the Owosso Corporation 401(k) Savings Plan (the "Plan") as of December 31, 1998
and 1997, and the related statements of changes in 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 assets available for benefits of the Plan as of December 31, 1998
and 1997, and the changes in 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 assets available
for benefits and statements of changes in assets available for benefits is
presented for the purpose of additional analysis rather than to present the
assets available for benefits and changes in assets available for benefits of
the individual funds. The supplemental schedules and supplemental information by
fund is 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 audits 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
- -------------------------------
Philadelphia, Pennsylvania
June 16, 1999
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
---------------------------------------------------------------------------------------
Blackrock
PNC Large Cap PNC
Owosso Investment Value Participant Balanced
Cash Stock Contract Equity Loan Profile
Fund Fund Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments, at current value:
Cash $ 4,380
Mutual funds $ 774,662 $ 1,942,476
Common stock $ 129,656
Participant loans $ 210,774
Common/collective funds $ 1,549,576
------- --------- ----------- --------- --------- -----------
Total investments 4,380 129,656 1,549,576 774,662 210,774 1,942,476
------- --------- ----------- --------- --------- -----------
Contribution receivable:
Participants 1,106 6,443 3,288 692
Employer 1,462 2,478 1,149 263,476
--------- ----------- --------- -----------
Total contribution receivable 2,568 8,921 4,437 264,168
------- --------- ----------- --------- --------- -----------
ASSETS AVAILABLE
FOR BENEFITS $ 4,380 $ 132,224 $ 1,558,497 $ 779,099 $ 210,774 $ 2,206,644
======= ========= =========== ========= ========= ===========
- ---------
RESTUBBED
- ---------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Fidelity Blackrock
PNC Advisor PNC Blackrock Small Cap
Moderate Growth Aggressive Intermediate Value
Profile Opportunities Profile Term Bond Equity
Fund Fund Fund Portfolio Portfolio Total
Investments, at current value:
Cash $ 4,380
Mutual funds $ 1,879,918 $ 1,121,807 $ 35,038 $ 507,182 $ 53,757 6,314,840
Common stock 129,656
Participant loans 210,774
Common/collective funds 1,549,576
----------- ----------- -------- --------- -------- ----------
Total investments 1,879,918 1,121,807 35,038 507,182 53,757 8,209,226
----------- ----------- -------- --------- -------- ----------
Contribution receivable:
Participants 536 5,451 608 1,416 853 20,393
Employer 263,411 1,877 186 492 287 534,818
----------- ----------- -------- --------- -------- ----------
Total contribution receivable 263,947 7,328 794 1,908 1,140 555,211
----------- ----------- -------- --------- -------- ----------
ASSETS AVAILABLE
FOR BENEFITS $ 2,143,865 $ 1,129,135 $ 35,832 $ 509,090 $ 54,897 $8,764,437
=========== =========== ======== ========= ======== ==========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
---------------------------------------------------------------------------------------
Blackrock Fidelity
PNC Large Cap PNC PNC Advisor
Owosso Investment Value Participant Balanced Moderate Growth
Stock Contract Equity Loan Profile Profile Opportunities
Fund Fund Portfolio Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at current value:
Mutual funds $ 965,779 $ 2,031,055 $ 1,974,342 $ 1,357,732
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 1,357,732
--------- ---------- --------- -------- ----------- ----------- -----------
Contribution receivable:
Participants 1,153 8,287 6,722 128 78 6,607
Employer 1,592 3,473 2,622 336,573 336,561 2,894
--------- ---------- --------- ----------- ----------- -----------
Total contribution
receivable 2,745 11,760 9,344 336,701 336,639 9,501
--------- ---------- --------- -------- ----------- ----------- -----------
ASSETS AVAILABLE
FOR BENEFITS $ 105,593 $1,623,240 $ 975,123 $ 72,755 $ 2,367,756 $ 2,310,981 $ 1,367,233
========= ========== ========= ======== =========== =========== ===========
- ---------
RESTUBBED
- ---------
-------------------------------------------------------
-------------------------------------------------------
Blackrock
PNC Blackrock Small Cap
Aggressive Intermediate Value
Profile Term Bond Equity
Fund Portfolio Portfolio Total
Investments, at current value:
Mutual funds $ 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 10,283 535,487 48,186 8,709,947
-------- --------- -------- -----------
Contribution receivable:
Participants 240 3,680 1,044 27,939
Employer 86 1,164 565 685,530
-------- --------- -------- -----------
Total contribution
receivable 326 4,844 1,609 713,469
-------- --------- -------- -----------
ASSETS AVAILABLE
FOR BENEFITS $ 10,609 $ 540,331 $ 49,795 $ 9,423,416
======== ========= ======== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
---------------------------------------------------------------------------------------------------
Blackrock
PNC Large Cap PNC PNC
Owosso Investment Value Participant Balanced Moderate
Stock Contract Equity Loan Profile Profile
Cash Fund Fund Portfolio Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 105,593 $1,623,240 $ 975,123 $ 72,755 $ 2,367,756 $2,310,981
--------- ---------- --------- --------- ----------- ----------
ADDITIONS:
Contributions:
Rollovers 429 743 3,153 2,146
Employees 44,390 318,741 188,241 19,374 12,035
Employer 15,833 76,457 55,082 234,085 234,082
Interest and dividend income 5,736 6,768 57,091 704 633
Net appreciation (depreciation) in
fair value of investments (69,018) 96,207 (5,068) 234,405 214,828
--------- ---------- --------- ----------- ----------
Total additions (2,630) 498,916 298,499 490,714 461,578
--------- ---------- --------- ----------- ----------
DEDUCTIONS:
Distribution of benefits to participants (7,012) (322,388) (192,666) (30,452) (557,869) (542,990)
Transfers to other plans (1,627) (198,547) (209,136) (124,404) (78,052) (75,263)
Other (7,970)
--------- ---------- --------- --------- ----------- ----------
Total deductions (8,639) (528,905) (401,802) (154,856) (635,921) (618,253)
--------- ---------- --------- --------- ----------- ----------
FUND TRANSFERS, NET $ 4,380 37,900 (34,754) (92,721) 292,875 (15,905) (10,441)
------- --------- ---------- --------- --------- ----------- ----------
INCREASE (DECREASE) 4,380 26,631 (64,743) (196,024) 138,019 (161,112) (167,116)
------- --------- ---------- --------- --------- ----------- ----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 4,380 $ 132,224 $1,558,497 $ 779,099 $ 210,774 $ 2,206,644 $2,143,865
======= ========= ========== ========= ========= =========== ==========
- ---------
RESTUBBED
- ---------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Fidelity Blackrock
Advisor PNC Blackrock Small Cap
Growth Aggressive Intermediate Value
Opportunities Profile Term Bond Equity
Fund Fund Portfolio Portfolio Total
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 1,367,233 $ 10,609 $ 540,331 $ 49,795 $ 9,423,416
----------- -------- --------- -------- -----------
ADDITIONS:
Contributions:
Rollovers 1,081 2,146 372 10,070
Employees 267,861 23,654 83,505 35,402 993,203
Employer 87,562 7,303 27,092 8,778 746,274
Interest and dividend income 53,184 84 35,274 3,403 162,877
Net appreciation (depreciation) in
fair value of investments 167,165 2,063 (1,009) (14,053) 625,520
----------- -------- --------- -------- -----------
Total additions 576,853 35,250 145,234 33,530 2,537,944
----------- -------- --------- -------- -----------
DEDUCTIONS:
Distribution of benefits to participants (207,002) (2,519) (127,289) (81,405) (2,071,592)
Transfers to other plans (355,420) (9,269) (42,614) (23,029) (1,117,361)
Other (7,970)
----------- -------- --------- -------- -----------
Total deductions (562,422) (11,788) (169,903) (104,434) (3,196,923)
----------- -------- --------- -------- -----------
FUND TRANSFERS, NET (252,529) 1,761 (6,572) 76,006
----------- -------- --------- -------- -----------
INCREASE (DECREASE) (238,098) 25,223 (31,241) 5,102 (658,979)
----------- -------- --------- -------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 1,129,135 $ 35,832 $ 509,090 $ 54,897 $ 8,764,437
=========== ======== ========= ======== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
------------------------------------------------------------------------------------------
Blackrock
Blackrock PNC Blackrock Large Cap PNC
Owosso Money Investment Managed Value Participant Balanced
Stock Market Contract Income Equity Loan Profile
Fund Portfolio Fund Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 41,373 $ 948,322 $ 923,855 $ 438,800 $ 546,191 $ 20,223 $ 1,716,468
-------- --------- ---------- --------- --------- -------- -----------
ADDITIONS:
Contributions:
Rollovers 961 13,789 12,071
Employees 39,165 19,477 363,451 60,027 203,357 1,532
Employer 16,137 8,116 124,579 18,420 63,369 337,240
Interest and dividend income 3,287 2,181 615 18,021 137,000 6
Net appreciation (depreciation)
in fair value of investments 9,377 14,652 80,061 4,884 60,092 306,633
-------- --------- ---------- --------- --------- -----------
Total additions 68,927 44,426 582,495 101,352 475,889 645,411
-------- --------- ---------- --------- --------- -----------
DEDUCTIONS:
Distribution of benefits to participants (3,350) (10,145) (184,714) (5,514) (103,106) (626) (271,155)
Other (1,857)
-------- --------- ---------- --------- --------- -------- -----------
Total deductions (3,350) (10,145) (186,571) (5,514) (103,106) (626) (271,155)
-------- --------- ---------- --------- --------- -------- -----------
FUND TRANSFERS, NET (1,357) (982,603) 303,461 (534,638) 56,149 53,158 277,032
-------- --------- ---------- --------- --------- -------- -----------
INCREASE (DECREASE) 64,220 (948,322) 699,385 (438,800) 428,932 52,532 651,288
-------- --------- ---------- --------- --------- -------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $105,593 $ -- $1,623,240 $ -- $ 975,123 $ 72,755 $ 2,367,756
======== ========= ========== ========= ========= ======== ===========
- ---------
RESTUBBED
- ---------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
Fidelity Blackrock
PNC Advisor PNC Blackrock Small Cap
Moderate Growth Aggressive Intermediate Value
Profile Opportunities Profile Term Bond Equity
Fund Fund Fund Portfolio Portfolio Total
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $1,683,940 $ 799,984 $ 7,119,156
---------- ---------- -----------
ADDITIONS:
Contributions:
Rollovers 11,637 $ 1,443 39,901
Employees 956 251,796 $ 1,928 61,135 $ 5,879 1,008,703
Employer 337,138 80,603 689 19,602 1,717 1,007,610
Interest and dividend income 86,402 6 14,593 4,048 266,159
Net appreciation (depreciation)
in fair value of investments 282,622 185,788 44 830 (3,577) 941,406
---------- ---------- ------- -------- ------- -----------
Total additions 620,716 616,226 2,667 97,603 8,067 3,263,779
---------- ---------- -------- ------- -----------
DEDUCTIONS:
Distribution of benefits to participants (263,755) (97,405) (17,402) (490) (957,662)
Other (1,857)
---------- ---------- -------- ------- -----------
Total deductions (263,755) (97,405) (17,402) (490) (959,519)
---------- ---------- -------- ------- -----------
FUND TRANSFERS, NET 270,080 48,428 7,942 460,130 42,218
---------- ---------- ------- -------- ------- -----------
INCREASE (DECREASE) 627,041 567,249 10,609 540,331 49,795 2,304,260
---------- ---------- ------- -------- ------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $2,310,981 $1,367,233 $10,609 $540,331 $49,795 $ 9,423,416
========== ========== ======= ======== ======= ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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 is sponsored by Owosso Corporation (the "Company").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
b. Participation - 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 1998 and 1997, each employee's
pre-tax contributions were limited to $10,000 and $9,500,
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, 1998
and 1997, 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. 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 1998, Compass Capital changed its name to Blackrock.
Accordingly, all funds that formerly had the name Compass Capital have
been changed to Blackrock in the financial statements. The following
funds were available during 1998 and 1997:
Owosso Stock Fund - Invests in common stock of Owosso Corporation.
Blackrock Money Market Portfolio (Closed in 1997) - Invests in a broad
range of short-term, high quality, U.S. Dollar-denominated instruments
such as government, bank, commercial and other investments.
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.
Blackrock Managed Income Portfolio (Closed in 1997) - Invests in a
portfolio of bonds including agency obligations and corporate bonds.
-6-
<PAGE>
Blackrock 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 - Invests in mutual fund portfolios of the
Blackrock Funds.
Blackrock Intermediate Term Bond Portfolio - Invests in investment
grade fixed income securities within an intermediate, 5 to 10 year,
maturity range.
Blackrock Small Cap Value Equity Portfolio - 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
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. Loan transactions are
treated as a transfer between the investment fund and the loan fund.
Terms of
-7-
<PAGE>
repayment shall not exceed 60 months. 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, 1998 and 1997
totaled $210,774 and $72,755, 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.
3. INVESTMENTS
The following table presents investments of the Plan. Investments that
exceed 5% or more of the Plan's assets are separately identified:
Description of Asset 1998 1997
Mutual Funds:
Blackrock Large Cap Value Equity Portfolio* $ 774,662 $ 965,779
PNC Aggressive Profile Fund 35,038 10,283
PNC Balanced Profile Fund* 1,942,476 2,031,055
Blackrock Intermediate Term Bond Portfolio* 507,182 535,487
Blackrock Small Cap Value Equity Portfolio 53,757 48,186
PNC Moderate Profile Fund* 1,879,918 1,974,342
Fidelity Advisor Growth Opportunities Fund* 1,121,807 1,357,732
---------- ----------
Total Mutual Funds 6,314,840 6,922,864
Other:
Cash 4,380
PNC Investment Contract Fund* 1,549,576 1,611,480
Participant loans 210,774 72,755
Owosso Stock Fund 129,656 102,848
---------- ----------
Total Investments $8,209,226 $8,709,947
========== ==========
*Represents investments exceeding 5% of assets in both 1998 and 1997.
-8-
<PAGE>
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
During 1998 and 1997, the Plan's investments (including investments
bought, sold, as well as held during the year) appreciated in value by
$625,520 and $941,406, respectively, as follows:
Year Ended December 31,
-------------------------
1998 1997
Mutual Funds:
Blackrock Money Market Portfolio $ 14,652
Blackrock Managed Income Portfolio 4,884
Blackrock Large Cap Value Equity Portfolio $ (5,068) 60,092
PNC Aggressive Profile Fund 2,063 44
PNC Balanced Profile Fund 234,405 306,633
Blackrock Intermediate Term Bond Portfolio (1,009) 830
Blackrock Small Cap Value Equity Portfolio (14,053) (3,577)
PNC Moderate Profile Fund 214,828 282,622
Fidelity Advisor Growth Opportunities Fund 167,165 185,788
--------- --------
598,331 851,968
--------- --------
Other:
PNC Investment Contract Fund 96,207 80,061
Owosso Stock Fund (69,018) 9,377
--------- --------
27,189 89,438
--------- --------
Total Investments $ 625,520 $941,406
========= ========
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 will 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). Although the Plan has been amended since the latest
IRS determination letter, 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.
-9-
<PAGE>
7. CHANGES IN THE PLAN
During 1997, the Board of Directors of the Company 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 Company's 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, 1998 and 1997 were $5,000
and $4,264, respectively.
9. SALE OF GREAT BEND MANUFACTURING COMPANY, INC. AND
DEWEZE MANUFACTURING, INC.
In 1998, Owosso Corporation sold two of its subsidiaries, Great Bend
Manufacturing Company, Inc. and DewEze Manufacturing, Inc., both of which
participated in the Plan. Account balances for participants of these
subsidiaries totalled $1,753,427 at the date of the sales. Substantially
all of account balances for these participants were transfered to benefit
plans sponsored by the acquiring entities. Such transfers are included in
the statement of changes in assets available for benefits as "Transfers to
other plans." Participants of the Plan who were employed by the
subsidiaries as of the date of sale were granted 100% vesting in the
employee matching and supplemental contributions. Additionally, the
Company made a 3% contribution to each participant account on eligible
wages, based on year-to-date wages at the time of the disposal.
10. SUBSEQUENT EVENT
On March 5, 1999, the Company sold its Parker Industries Division. Account
balances for participants of this subsidiary totaled $728,393 at December
31, 1998 Participants of the Plan who were employed by this subsidiary as
of the date of the sale 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, based on
year-to-date wages at the time of the disposal.
******
-10-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Identity Number Current
of Issue Description of Investment of Shares Cost Value
<S> <C> <C> <C> <C>
Mutual Funds:
PNC* Blackrock Large Cap Value
Equity Portfolio 48,446.631 $ 756,782 $ 774,662
PNC* Blackrock Small
Cap Value Equity Portfolio 3,431.026 58,615 53,757
PNC* PNC Balanced Profile Fund 104,520.162 1,399,620 1,942,476
PNC* PNC Moderate Profile Fund 155,545.063 1,391,388 1,879,918
PNC* PNC Aggressive Profile Fund 1,650.162 32,118 35,038
PNC* Blackrock Intermediate
Term Bond Portfolio 53,726.879 508,997 507,182
Fidelity Fidelity Advisor Growth
Opportunities Fund 22,342.309 892,095 1,121,807
---------- -----------
5,039,615 6,314,840
Other:
Cash 4,380 4,380
PNC* PNC Investment Contract
Fund 1,404,716 1,549,576
PNC* Participant Loans (rates ranging
from 9.5% to 14.8%) 210,774 210,774
Owosso
Corporation* Owosso Stock Fund 193,491 129,656
---------- -----------
TOTAL INVESTMENTS $6,852,976 $ 8,209,226
========== ===========
* Party-in-interest to the Plan
</TABLE>
-11-
<PAGE>
OWOSSO CORPORATION 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Net
Identity Number of Purchase Sales Realized
of Party Description of Assets Transactions Price Price Gain
<S> <C> <C> <C> <C>
Series of Transactions
PNC* PNC Investment Contract Fund 107 $ 601,222
PNC* PNC Investment Contract Fund 115 704,123 $ 759,333 $ 55,210
PNC* Blackrock Large Cap Value Equity Fund 78 442,941
PNC* Blackrock Large Cap Value Equity Fund 92 595,380 608,993 13,613
Fidelity Fidelity Advisor Growth
Opportunities Fund 74 452,694
Fidelity Fidelity Advisor Growth
Opportunities Fund 95 703,296 855,784 152,488
PNC* PNC Balanced Profile Fund 106 434,485
PNC* PNC Balanced Profile Fund 100 603,606 757,469 153,863
PNC* PNC Moderate Profile Fund 91 422,712
PNC* PNC Moderate Profile Fund 96 591,703 731,963 140,260
</TABLE>
Single Transactions
No transactions noted.
-12-
<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.
-----------------------------------------
President, Chief Executive Officer and
Director
Date: June 23, 1999
<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 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 16,
1999, appearing in this Annual Report on Form 11-K of the Owosso Corporation
401(k) Savings Plan for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
- -------------------------------
Philadelphia, Pennsylvania
June 25, 1999
