<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- --------
Commission file number: 1-8247
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
Johns Manville Corporation
717 17th Street
Denver, Colorado 80202
<PAGE> 2
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
---------------------
REPORT ON AUDIT OF FINANCIAL STATEMENTS
as of December 31, 1996 and 1995 and for
the Year Ended December 31, 1996
<PAGE> 3
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
---------------------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1996 and 1995 3 - 6
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year
Ended December 31, 1996 7 - 8
Notes to Financial Statements 9 - 15
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
(Item 27a Form 5500) 16
Schedule of Reportable Transactions
(Item 27d Form 5500) 17
</TABLE>
-1-
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee of the
Board of Directors of Johns Manville Corporation:
We have audited the accompanying statements of net assets available for benefits
of the Schuller International Hourly Employees Thrift Plan ("Plan") as of
December 31, 1996 and 1995 and the statement of changes in net assets available
for benefits for the year ended December 31, 1996. 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Schuller
International Hourly Employees Thrift Plan at December 31, 1996 and 1995, and
the changes in net assets available for benefits for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 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 Fund Information in
the statements of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The Supplemental Schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
- ------------------------------
COOPERS & LYBRAND L.L.P.
Denver, Colorado
June 20, 1997
-2-
<PAGE> 5
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Retirement
Government
Money International
Market Asset Disciplined Value Magellan OTC Growth and
1996 Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- --------- ------- ----------- ---- ---- --------- -----------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,845,612) $1,845,612
Asset Manager (cost $1,989,101) $2,149,838
Disciplined Equity (cost $1,905,090) $2,095,402
Value Fund (cost $1,185,851) $1,272,428
Magellan Fund (cost $4,056,757) $4,368,788
OTC Portfolio (cost $894,115) $1,000,382
International Growth and
Income Fund (cost $767,847) $836,469
Short-Term Bond Fund (cost $1,075,534)
Loans to Plan members, at cost
Due from associated funds 6,208 7,136 5,619 3,515 13,005 3,533 2,623
Contributions receivable:
Plan members 14,528 16,259 14,512 11,542 33,055 9,169 7,741
Company 2,503 2,680 2,256 1,789 5,337 1,409 1,545
Accrued income receivable
(Note 2)
---------- ---------- ---------- ---------- ---------- ---------- --------
Total assets 1,868,851 2,175,913 2,117,789 1,289,274 4,420,185 1,014,493 848,378
LIABILITIES
Payable to associated funds ---------- ---------- ---------- ---------- ---------- ---------- --------
Net assets available for benefits $1,868,851 $2,175,913 $2,117,789 $1,289,274 $4,420,185 $1,014,493 $848,378
========== ========== ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Short-Term Loan Combined
1996 (Continued) Bond Fund Account Total
---- --------- ------- -----
ASSETS
<S> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,845,612) $ 1,845,612
Asset Manager (cost $1,989,101) 2,149,838
Disciplined Equity (cost $1,905,090) 2,095,402
Value Fund (cost $1,185,851) 1,272,428
Magellan Fund (cost $4,056,757) 4,368,788
OTC Portfolio (cost $894,115) 1,000,382
International Growth and
Income Fund (cost $767,847) 836,469
Short-Term Bond Fund (cost $1,075,534) $1,063,806 1,063,806
Loans to Plan members, at cost $1,105,376 1,105,376
Due from associated funds 4,740 46,379
Contributions receivable:
Plan members 7,819 114,625
Company 1,374 18,893
Accrued income receivable
(Note 2) 7,716 7,716
---------- ---------- ----------
Total assets 1,077,739 1,113,092 15,925,714
LIABILITIES
Payable to associated funds 46,379 46,379
---------- ---------- -----------
Net assets available for benefits $1,077,739 $1,066,713 $15,879,335
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 7
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Retirement
Government
Money Managed
Market Income Asset Disciplined Value
1995 Portfolio Portfolio Manager Equity Fund Fund
---- --------- --------- ------- ----------- ----
ASSETS
<S> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,061,473) $1,061,473
Managed Income Portfolio
(cost $944,449) $ 944,449
Asset Manager (cost $1,452,585) $1,573,063
Disciplined Equity (cost $1,437,155) $1,542,081
Value Fund (cost $753,867) $ 849,941
Magellan Fund (cost $2,834,053)
OTC Portfolio (cost $460,105)
International Growth and
Income Fund (cost $573,962)
RVW Stock Pool (cost $5,690)
Loans to Plan members, at cost
Due from associated funds 2,424 4,154 4,153 3,173 1,832
Contributions receivable:
Plan members 11,650 9,203 16,982 13,866 8,693
Company 1,823 1,348 2,297 1,857 1,191
Accrued income receivable (Note 2)
---------- ---------- ---------- ---------- ----------
Total assets 1,077,370 959,154 1,596,495 1,560,977 861,657
LIABILITIES
Payable to associated funds
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $1,077,370 $ 959,154 $1,596,495 $1,560,977 $ 861,657
========== ========== ========== ========== ==========
<CAPTION>
International
Magellan OTC Growth and
1995 Fund Portfolio Income Fund
---- ---- --------- -----------
ASSETS
<S> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,061,473)
Managed Income Portfolio
(cost $944,449)
Asset Manager (cost $1,452,585)
Disciplined Equity (cost $1,437,155)
Value Fund (cost $753,867)
Magellan Fund (cost $2,834,053) $3,311,967
OTC Portfolio (cost $460,105) $ 531,823
International Growth and
Income Fund (cost $573,962) $ 589,528
RVW Stock Pool (cost $5,690)
Loans to Plan members, at cost
Due from associated funds 7,198 906 2,136
Contributions receivable:
Plan members 33,261 5,401 7,361
Company 4,647 759 1,266
Accrued income receivable (Note 2)
---------- ---------- ----------
Total assets 3,357,073 538,889 600,291
LIABILITIES
Payable to associated funds
---------- ---------- ----------
Net assets available for benefits $3,357,073 $ 538,889 $ 600,291
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 8
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996 and 1995
<TABLE>
<CAPTION>
RVW
Stock Loan Combined
1995 (Continued) Pool Account Total
---- ---- ------- -----
ASSETS
<S> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,061,473) $ 1,061,473
Managed Income Portfolio
(cost $944,449) 944,449
Asset Manager (cost $1,452,585) 1,573,063
Disciplined Equity (cost $1,437,155) 1,542,081
Value Fund (cost $753,867) 849,941
Magellan Fund (cost $2,834,053) 3,311,967
OTC Portfolio (cost $460,105) 531,823
International Growth and
Income Fund (cost $573,962) 589,528
RVW Stock Pool (cost $5,690) $7,843 7,843
Loans to Plan members, at cost $646,896 646,896
Due from associated funds 25,976
Contributions receivable:
Plan members 106,417
Company 15,188
Accrued income receivable
(Note 2) 4,260 4,260
------ -------- -----------
Total assets 7,843 651,156 11,210,905
LIABILITIES
Payable to associated funds 25,976 25,976
------ -------- -----------
Net assets available for benefits $7,843 $625,180 $11,184,929
====== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 9
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Retirement
Government Managed
Money Income Asset Disciplined
1996 Market Portfolio Manager Equity Fund
---- ------ --------- ------- -----------
<S> <C> <C> <C> <C>
Investment Income:
Dividend income $ 9,749 $ 162,909 $ 150,864
Interest income $ 70,851
Net appreciation
(depreciation) in
fair value of
investments (Note 2) 65,264 111,317
---------- ---------- ---------- ----------
Total investment income 70,851 9,749 228,173 262,181
---------- ---------- ---------- ----------
Contributions (Note 5):
By Plan members 385,059 30,428 470,746 399,670
By the Company 63,031 4,674 70,830 59,076
---------- ---------- ---------- ----------
448,090 35,102 541,576 458,746
---------- ---------- ---------- ----------
Transfers into fund from
associated funds 1,223,309 174,661 152,441 215,840
---------- ---------- ---------- ----------
Transfers out of fund to
associated funds (874,261) (1,171,091) (292,658) (333,911)
---------- ---------- ---------- ----------
Withdrawals and forfeitures
(Note 6) (72,459) (7,135) (46,264) (44,123)
---------- ---------- ---------- ----------
Administrative expenses (4,049) (440) (3,850) (1,921)
---------- ---------- ---------- ----------
Net increase (decrease) 791,481 (959,154) 579,418 556,812
Net assets available for
benefits:
Beginning of year 1,077,370 959,154 1,596,495 1,560,977
---------- ---------- ---------- ----------
End of year $1,868,851 $ 0 $2,175,913 $2,117,789
========== ========== ========== ==========
International
Value Magellan OTC Growth and
1996 Fund Fund Portfolio Income Fund
---- ---- ---- --------- -----------
<S> <C> <C> <C> <C>
Investment Income:
Dividend income $ 139,568 $ 584,131 $ 116,316 $ 27,096
Interest income
Net appreciation
(depreciation) in
fair value of
investments (Note 2) 34,511 (143,237) 47,680 60,381
---------- ---------- ---------- --------
Total investment income 174,079 440,894 163,996 87,477
---------- ---------- ---------- --------
Contributions (Note 5):
By Plan members 295,301 943,712 204,802 212,637
By the Company 43,028 141,486 29,874 39,782
---------- ---------- ---------- --------
338,329 1,085,198 234,676 252,419
---------- ---------- ---------- --------
Transfers into fund from
associated funds 491,183 395,600 614,692 41,531
---------- ---------- ---------- --------
Transfers out of fund to
associated funds (548,470) (680,433) (532,165) (118,015)
---------- ---------- ---------- --------
Withdrawals and forfeitures
(Note 6) (27,234) (176,027) (5,480) (15,099)
---------- ---------- ---------- --------
Administrative expenses (270) (2,120) (115) (226)
---------- ---------- ---------- --------
Net increase (decrease) 427,617 1,063,112 475,604 248,087
Net assets available for
benefits:
Beginning of year 861,657 3,357,073 538,889 600,291
---------- ---------- ---------- --------
End of year $1,289,274 $4,420,185 $1,014,493 $848,378
========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 10
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1996
<TABLE>
<CAPTION>
RVW
Short-Term Stock Loan Combined
1996 (Continued) Bond Fund Pool Account Total
---- --------- ---- ------- --------
<S> <C> <C> <C> <C>
Investment Income:
Dividend income $ 51,705 $ 1,242,338
Interest income $ 71,008 141,859
Net appreciation (depreciation) in
fair value of investments (Note 2) (15,273) $ 458 161,101
---------- ------- ---------- -----------
Total investment income 36,432 458 71,008 1,545,298
---------- ------- ---------- -----------
Contributions (Note 5):
By Plan members 206,730 3,149,085
By the Company 33,801 485,582
---------- ------- ---------- -----------
240,531 3,634,667
---------- ------- ---------- -----------
Transfers into fund from
associated funds 1,104,549 845,078 5,258,884
---------- ------- ---------- -----------
Transfers out of fund to
associated funds (238,659) (8,245) (460,976) (5,258,884)
---------- ------- ---------- -----------
Withdrawals and forfeitures
(Note 6) (63,604) (56) (13,577) (471,058)
---------- ------- ---------- -----------
Administrative expenses (1,510) (14,501)
---------- ------- ---------- -----------
Net increase (decrease) 1,077,739 (7,843) 441,533 4,694,406
Net assets available for benefits:
Beginning of year 7,843 625,180 11,184,929
---------- ------- ---------- -----------
End of year $1,077,739 $ 0 $1,066,713 $15,879,335
========== ======= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 11
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
1. Plan Description:
----------------
The Schuller International Hourly Employees Thrift Plan (the "Plan")
provides eligible union hourly employees a convenient means for regular
and systematic savings with several investment options. The Plan is
offered as part of collective bargaining agreements between unions and
Johns Manville International, Inc. (the "Company"), formerly Schuller
International, Inc. Plan participants have the option of directing the
investment of their contributions and related Company contributions into
any one or a combination of separate funds. Fidelity Institutional
Retirement Services Company ("Fidelity"), the trustee of the Plan's
assets, administers, manages and reports the Plan's investment
transactions. The Plan offers the following Fidelity funds as investment
options: the Retirement Government Money Market Portfolio, Asset Manager,
Disciplined Equity Fund, Value Fund, Magellan Fund, OTC Portfolio, the
International Growth and Income Fund and the Short-Term Bond Fund. During
1996, the Managed Income Portfolio was eliminated and replaced with a new
investment option, the Short-Term Bond Fund. Participant balances were
transferred in their entirety. Summarized information regarding
eligibility, vesting, contributions and benefits is provided in the
Summary Plan Document.
In addition to the funds described above, some participants at December
31, 1995 had investments in the RVW Stock Pool, which contained shares of
stock of Riverwood International Corporation ("Riverwood"). Riverwood was
an affiliate of the Company until a private group of investors acquired
its remaining outstanding common stock during March 1996. At that time,
the Plan's investments in the RVW Stock Pool were either liquidated or
transferred to the Retirement Government Money Market Portfolio.
The loan account holds loans made to eligible participants out of their
vested account balances. Principal and interest payments are reinvested in
the participant's investment funds (with the exception of the RVW Stock
Pool) in accordance with the participant's investment election in effect
at the time the payments are made.
At December 31, 1996, there were a total of 1,562 employees participating
in the Plan. They participated in one or more of the funds as follows: 431
in the Retirement Government Money Market Portfolio, 660 in the Asset
Manager, 652 in the Disciplined Equity Fund, 479 in the Value Fund, 1,018
in the Magellan Fund, 391 in the OTC Portfolio, 411 in the International
Growth and Income Fund, and 364 in the Short-Term Bond Fund. Additionally,
502 participants had loans outstanding through the loan account at
December 31, 1996.
-9-
<PAGE> 12
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
2. Summary of Significant Accounting Policies:
-------------------------------------------
Investments in the Fidelity funds are stated at current values based upon
the following:
<TABLE>
<S> <C>
Retirement Government original cost plus accrued interest.
Money Market Portfolio
Managed Income Portfolio contract value (original cost plus accrued
interest and contributions less withdrawals.)
Asset Manager quotations obtained directly from mutual fund
company.
Disciplined Equity Fund quotations obtained directly from mutual fund
company.
Value Fund quotations obtained directly from mutual fund
company.
Magellan Fund quotations obtained directly from mutual fund
company.
OTC Portfolio quotations obtained directly from mutual fund
company.
International Growth quotations obtained directly from mutual fund
and Income Fund company.
Short-Term Bond Fund quotations obtained directly from mutual fund
company.
RVW Stock Pool stock quotations obtained from the New York
Stock Exchange.
</TABLE>
Transactions in the various funds are accounted for using the trade date.
Realized gains or losses from such transactions are determined on the
basis of average cost. Accrued income receivable on investments consists
of dividends receivable based on the ex-dividend date and interest income
receivable at December 31, 1996 and 1995.
The Plan is exposed to credit risk in the event of nonperformance by the
counterparties to financial instruments but has no off-balance-sheet
credit risk of accounting loss. The Plan anticipates, however, that
counterparties will be able to fully satisfy their obligations to the
Plan. The Plan does not require collateral or other security to support
investments with credit risk.
-10-
<PAGE> 13
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
2. Summary of Significant Accounting Policies, continued:
-------------------------------------------
The Plan presents in the statement of changes in net assets available
for benefits with fund information the net appreciation (depreciation) in
the fair value of its investments which consists of the realized gains
(losses) and the unrealized appreciation (depreciation) on those
investments, including derivative financial instruments (see Note 4).
The preparation of the Plan's consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these financial statements, including disclosures of
contingent liabilities.
Certain prior year information has been reclassified to conform with the
current presentation format.
3. Investments:
------------
The number of shares and market value per share at December 31, were as
follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Retirement Government Money Market*
Shares 1,845,612 1,061,473
Market value per share $1.00 $1.00
Managed Income Portfolio
Shares 944,449
Market value per share $1.00
Asset Manager*
Shares 130,531 99,247
Market value per share $16.47 $15.85
Disciplined Equity Fund*
Shares 95,073 74,713
Market value per share $22.04 $20.65
Value Fund*
Shares 24,688 17,122
Market value per share $51.54 $49.64
Magellan Fund*
Shares 54,170 38,520
Market value per share $80.65 $85.98
</TABLE>
-11-
<PAGE> 14
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
3. Investments, continued:
------------
OTC Portfolio*
Shares 30,583 17,535
Market value per share $32.71 $30.33
International Growth and Income Fund*
Shares 42,786 32,843
Market value per share $19.55 $17.95
Short-Term Bond Fund*
Shares 121,996
Market value per share $8.72
RVW Stock Pool
Shares 569
Market value per share $13.77
Loan Account*
Remaining principal balance, at cost $1,105,376 $646,896
(approximates market)
</TABLE>
*Represents at least 5% of net assets available for benefits at December 31,
1996.
4. Derivative Financial Instruments:
---------------------------------
The Plan has only limited involvement with derivative financial
instruments and does not use them for trading purposes.
The fair value of derivatives utilized by the funds is determined as the
amounts the Plan would receive or pay to terminate the contracts at the
reporting date, taking into account the current unrealized gains or losses
on open contracts. Market or dealer quotes are available for many
derivatives; otherwise, pricing or valuation models are applied to current
market information to estimate fair value.
Investments in the Asset Manager Fund, the Magellan Fund and the
International Growth and Income Fund occasionally include derivative
financial instruments such as futures, forward, swap or option contracts.
The primary objectives of investing in domestic equity futures are to
remain fully invested as well as to maintain liquidity ("long positions"),
and to hedge against equity price declines ("short positions"). Futures
contracts are settled on a daily basis using funds set aside in separate
accounts. Foreign exchange forward contracts are entered into to manage
foreign currency exchange exposures and to hedge the funds' investments
against currency fluctuations.
-12-
<PAGE> 15
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
4. Derivative Financial Instruments, continued:
---------------------------------
During 1996 and 1995, derivative investments comprised an immaterial
portion of the total net assets available for benefits.
5. Contributions, Eligibility and Vesting:
---------------------------------------
Pre-tax Contributions - Eligible employees can contribute to the Plan
through a reduction in wages on a pre-tax basis (a "401(k)" Plan),
depending on each participating location's collective bargaining
agreements.
The Plan provides for two pre-tax contribution formulas, depending upon
the participating location's collective bargaining agreement:
Eligible employees at participating locations can contribute to the
Plan, through a reduction in wages on a pre-tax basis, from 1% to 6% of
wages (defined as regular fixed compensation plus commissions, bonuses,
overtime pay and profit sharing distributions).
OR
Eligible employees at participating locations can contribute to the
Plan, through a reduction in wages on a pre-tax basis, from 1% to 9%
(8% for highly compensated employees) of wages (defined as regular
fixed compensation plus commissions, bonuses, overtime pay and profit
sharing distributions).
After-tax Contributions - The Plan provides for two after tax contribution
formulas:
If the agreement sets forth the 1% to 6% pre-tax contribution, eligible
employees can contribute to the Plan on an after-tax basis, from 1% to
10% of wages, regardless of whether or not the employee elected to make
pre-tax contributions.
OR
If the agreement sets forth the 1% to 9% (8% for highly compensated
employees) pre-tax contribution, eligible employees can contribute to
the Plan, on an after-tax basis, from 1% to 7% of wages, regardless of
whether or not the employee elected to make pre-tax contributions.
Company Contributions - The Company contribution is based upon fixed
matches on the first 6% of pre-tax contributions, also pursuant to
collective bargaining agreements. Voluntary after-tax contributions and
rollover contributions are not matched by the Company. The Company's
annual contribution made on behalf of any employee is subject to certain
maximums as specified in the Plan and regulated by the Internal Revenue
Service.
-13-
<PAGE> 16
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
5. Contributions, Eligibility and Vesting, continued:
---------------------------------------
Eligibility - Full-time union hourly employees may become participants of
the Plan upon completing one year of service or immediately upon
reemployment if previously an eligible employee. If the employee is not a
regular full-time employee, such employee becomes eligible to participate
after completing at least 1,000 hours and one year of service.
Vesting - Employee contributions and earnings thereon vest to the
participant immediately. Company contributions and the earnings thereon
vest to the participant with the earlier of five years service or three
years participation in the Plan.
6. Withdrawals and Forfeitures and Loans:
--------------------------------------
Rollover contributions which have been in the Plan at least 24 months and
all vested amounts (except those relating to participant pre-tax
contributions and earnings thereon) may be withdrawn by the participant at
any time. Employee pre-tax contributions and earnings thereon may not be
withdrawn until the participant attains age 59-1/2 or furnishes
satisfactory proof of financial hardship.
If a participant's employment is terminated for reasons other than
death, disability or retirement, the participant forfeits any unvested
Company contributions and applicable earnings. Participants with vested
balances of at least $3,500, can elect to defer the distribution of funds
to December 31 of the year they attain age 65.
Forfeitures serve to reduce future contributions of the Company. During
1996, forfeitures totaled $967. A participant who is terminated and
subsequently rehired by the Company within five years has the option of
repaying to the Plan, within two years of the reemployment date, cash in
one lump sum equal to the full amount received from the Plan at
termination. If such repayment is made, the Company will restore to the
participant's account the amounts previously forfeited.
A participant who retires or becomes disabled, and has a balance of at
least $3,500, can elect to defer the distribution of funds credited to the
participant in the Plan until April of the year following the year in
which the participant attains age 70-1/2 or, in the event of death, the
beneficiary can elect to defer distribution for a period of 60 months from
date of death.
Withdrawal of Company contributions is subject to suspension of Company
contributions for the greater of three months or the time period during
which the employee does not make contributions. Hardship withdrawals are
subject to one year suspension of employee contributions. Suspension does
not occur if the withdrawal is limited to after-tax contributions and the
related earnings thereon.
The Plan's loan provisions allow a participant to borrow up to 50% of the
value of their vested account balances; however, in no event within the
previous 12 month period can the participant's aggregate loan balance
exceed $50,000. All loans are collateralized by the
-14-
<PAGE> 17
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------
6. Withdrawals and Forfeitures and Loans, continued:
--------------------------------------
participant's account balances and bear interest at one percent over the
prime rate as of the last day of the prior month.
7. Tax Status:
-----------
The Plan is designed to constitute a qualified trust under Section 401(a)
of the Internal Revenue Code and is therefore considered to be exempt from
federal income tax under provisions of Section 501(a). An application was
filed with the Internal Revenue Service on December 28, 1992 for a
determination as to whether the Plan meets the qualification requirements
of Section 401(a) of the Internal Revenue Code of 1986. On August 24, 1993,
the Company received a favorable tax qualification determination letter,
retroactive to January 1, 1989, from the Internal Revenue Service. The Plan
has been amended since that date; however, the Company believes that the
Plan remains in accordance with the applicable requirements under the
Internal Revenue Code of 1986. Participants in the Plan will not be taxed
on pre-tax contributions, rollover contributions, Company contributions to
the Plan on their behalf or on earnings credited to their account until
such contributions and earnings are distributed or otherwise made available
to them.
8. Termination of the Plan:
------------------------
It is the intent of the Company to continue the Plan; however, in the
event that the Plan is terminated by the Company, accounts would
automatically be fully vested. The assets of the Plan would be distributed
to the participants based on their account balances. In addition, any
previously forfeited amounts which had not been applied to reduce Company
contributions would be credited ratably to the accounts of the
participants remaining in the Plan at the time of such termination.
9. Administrative Expenses:
------------------------
The Company paid approximately $16,000 in 1996 of administrative expenses
to the Plan's trustee on behalf of the Plan, which is not included in the
financial statements.
-15-
<PAGE> 18
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest,
Lessor, or Similar Party Collateral, Par or Maturity Date Share Balance Cost Current Value
------------------------ -------------------------------- ------------- ---- -------------
<S> <C> <C> <C> <C>
Retirement Government
Money Market Money market fund 1,845,612 $ 1,845,612 $ 1,845,612
Asset Manager Mutual fund of domestic and foreign stocks, 130,531 1,989,101 2,149,838
bonds, and short-term instruments
Disciplined Equity Fund Domestic common stocks mutual fund 95,073 1,905,090 2,095,402
Value Fund Common stock mutual fund of companies 24,688 1,185,851 1,272,428
considered undervalued or having growth
potential
Magellan Fund Common stock and convertible securities 54,170 4,056,757 4,368,788
mutual fund
OTC Portfolio Mutual fund of securities of companies 30,583 894,115 1,000,382
mainly traded in the over-the-counter market
International Growth Foreign equity and debt securities 42,786 767,847 836,469
and Income Fund mutual fund
Short-Term Bond Fund Income mutual fund 121,996 1,075,534 1,063,806
Loans to Plan members Participant loans (1) 1,105,376 1,105,376
----------- -----------
$14,825,283 $15,738,101
=========== ===========
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 10% and mature
January 1997 through December 2001.
-16-
<PAGE> 19
SCHULLER INTERNATIONAL HOURLY EMPLOYEES THRIFT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1996
<TABLE>
<CAPTION>
Identity of Fund Description of Asset Total Purchases Total Sales
---------------- -------------------- --------------- -----------
<S> <C> <C> <C>
Retirement Government
Money Market Money market fund $1,735,875 $ 951,736
Managed Income Portfolio Mutual fund of contract $ 234,217 $1,178,666
with investment and
insurance companies
Asset Manager Asset allocation mutual $ 854,283 $ 342,772
fund
Disciplined Equity Fund Domestic common stocks $ 821,959 $ 379,955
mutual fund
Value Fund Long-term capital $ 963,949 $ 575,973
growth mutual fund
Magellan Fund Growth common stock $2,058,638 $ 858,580
fund
OTC Portfolio Small-capital growth $ 958,640 $ 537,761
company mutual fund
Short-Term Bond Fund Income mutual fund $1,382,851 $ 303,772
Current Value
at Transaction
Identity of Fund Cost of Asset Date Net Gain (Loss)
---------------- ------------- -------------- ---------------
<S> <C> <C> <C>
Retirement Government
Money Market $ 951,736 $ 951,736
Managed Income Portfolio $1,178,666 $1,178,666
Asset Manager $ 317,767 $ 342,772 $25,005
Disciplined Equity Fund $ 354,025 $ 379,955 $25,930
Value Fund $ 531,965 $ 575,973 $44,008
Magellan Fund $ 835,934 $ 858,580 $22,646
OTC Portfolio $ 524,630 $ 537,761 $13,131
Short-Term Bond Fund $ 307,317 $ 303,772 $(3,545)
</TABLE>
-17-
<PAGE> 20
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned hereunto duly authorized.
June 25, 1997 SCHULLER INTERNATIONAL HOURLY
EMPLOYEES THRIFT PLAN
By: /s/ Ann J. Henley
---------------------------------
Ann J. Henley
Director, Benefits
-18-
