<PAGE>
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
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended May 31, 1995
Commission File No. 33-11838
A. Full title of the Plan:
Tab Products Co. Profit-Sharing Trust and Tax Deferred Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Tab Products Co.
1400 Page Mill Road
Palo Alto, California 94304
This report, including all exhibits and attachments, contains 14 pages.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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 thereunto duly authorized.
TAB PRODUCTS CO. PROFIT-SHARING TRUST AND TAX
DEFERRED SAVINGS PLAN
By /s/ R.J. SEXTON
-----------------------------------------------------
R. J. Sexton, Treasurer and Member of the Administrative
Committee for the Plan
November 22, 1995
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Participants and Administrative Committee
of Tab Products Co. Profit-Sharing Trust and
Tax Deferred Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Tab Products Co. Profit-Sharing Trust and Tax Deferred Savings
Plan (the Plan) as of May 31, 1995 and 1994, and the related statements of
changes in net assets available for plan 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 Plan's net assets available for plan benefits at May 31, 1995
and 1994, and the changes in net assets available for plan 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 of (1)
assets held for investment purposes as of May 31, 1995, and (2) reportable
transactions for the year ended May 31, 1995, 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. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected
to the auditing procedures applied in our audit of the basic 1995 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
San Jose, California
September 29, 1995
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-11838 of Tab Products Co. on Form S-8 of our report dated September
29, 1995, appearing in this Annual Report on Form 11-K of the Tab Products
Co. Profit-Sharing Trust and Tax Deferred Savings Plan for the year ended
May 31, 1995.
DELOITTE & TOUCHE LLP
San Jose, California
November 22, 1995
<PAGE>
TAB PRODUCTS CO. PROFIT-SHARING TRUST AND
TAX DEFERRED SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
MAY 31, 1995 AND 1994
- -------------------------------------------------------------------------------------------
1995 1994
<S> <C> <C>
ASSETS
INVESTMENTS, at fair value:
Tab Products Co. common stock $ 2,715,448 $ 3,689,196
Bank of America Short Term Fund 3,751,221 3,635,178
Frank Russell Trust:
Fixed Income Fund 1,892,112 1,594,437
Equity I Fund 3,270,676 2,509,099
Equity II Fund 2,684,072 2,270,766
-------------- --------------
Total investments 14,313,529 13,698,676
ACCRUED INTEREST AND DIVIDENDS RECEIVABLE 33,637 29,179
EMPLOYER CONTRIBUTIONS RECEIVABLE 101,939 86,722
-------------- --------------
Total assets 14,449,105 13,814,577
LIABILITIES
EXCESS EMPLOYEE CONTRIBUTIONS - (28,522)
-------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 14,449,105 $ 13,786,055
-------------- --------------
-------------- --------------
</TABLE>
See notes to financial statements.
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<PAGE>
TAB PRODUCTS CO. PROFIT-SHARING TRUST AND
TAX DEFERRED SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED MAY 31, 1995 AND 1994
- ----------------------------------------------------------------------------------
1995 1994
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Employee contributions $ 1,269,405 $ 1,193,529
Employer contributions 366,373 357,033
Investment income:
Net appreciation (depreciation) in fair
value of investments (312,795) 27,368
Interest and dividends 273,437 204,105
------------- -------------
Total additions 1,596,420 1,782,035
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Employee withdrawals (933,370) (2,151,600)
------------- -------------
Net additions (deductions) 663,050 (369,565)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 13,786,055 14,155,620
------------- -------------
End of year $ 14,449,105 $ 13,786,055
------------- -------------
------------- -------------
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
TAB PRODUCTS CO. PROFIT-SHARING TRUST AND
TAX DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the Tab Products Co. Profit-Sharing
Trust and Tax Deferred Savings Plan (the Plan) is provided for general
information purposes only. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL - The Tab Products Co. Profit-Sharing Trust and Tax Deferred
Savings Plan (the Plan) is a self-administered trusteed plan which covers
substantially all of the employees of Tab Products Co. (the Company).
The assets of the Plan are held by Bank of America, N.T. & S.A., Trustee,
except for the Frank Russell Trust funds, which are held by Frank Russell
Trust Company, investment advisors.
The Plan was amended as of January 1, 1974, changing the Profit-Sharing
Trust to the Incentive Thrift Plan. Under the Profit-Sharing Trust, for
which there have been no contributions since 1973, discretionary Company
contributions were made, whereas under the Incentive Thrift Plan, Company
contributions are defined.
Effective October 1, 1984, the Incentive Thrift Plan was amended to
create the Tax Deferred Savings Plan. The change qualified the Plan
under Section 401(k) of the Internal Revenue Code of 1986, as amended,
whereby employee contributions are deferred from federal income taxes
until withdrawal.
Since January 1, 1974, new employees have not been eligible to join the
Profit-Sharing Trust which continues to be accounted for separately from
the Tax Deferred Savings Plan. The assets of the Profit-Sharing Trust
are held by Bank of America, N.T. & S.A., Trustee and Frank Russell Trust
Company, investment advisors. The assets will be distributed to existing
Plan members who were participants in the Profit-Sharing Trust upon
termination of employment. Plan assets held by Frank Russell Trust
Company are invested in the following common collective trust funds
managed by the Frank Russell Trust Company as directed by the individual
employee:
FRANK RUSSELL FIXED INCOME FUND - Funds are invested in shares of a
registered investment company that invests mainly in government and
corporate bonds of intermediate length of maturity.
FRANK RUSSELL EQUITY I FUND - Funds are invested in shares of a
registered investment company that invests mainly in large and medium
sized companies.
FRANK RUSSELL EQUITY II FUND - Funds are invested in shares of a
registered investment company that invests mainly in small and medium
sized companies.
CONTRIBUTIONS TO THE PLAN - Provisions of the Plan provide that eligible
participants may contribute either 2, 3 or 4% of their compensation as a
basic tax deferred savings contribution (basic contribution). Employees
who contribute 4% of their compensation may elect to contribute up to an
additional 11% of their compensation as a supplemental tax deferred
contribution (supplemental contribution) subject to
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<PAGE>
certain IRS limitations. The Company will make a matching contribution
of 50% of the basic contribution made by each participant during a fiscal
quarter. Supplemental contributions of participants are not matched by
the Company.
In addition to the matching Company contribution, the Company will make
an annual incentive contribution to the Plan if the Company's net income
equals or exceeds 5% of revenues. Contributions of participants are
withheld from compensation earned throughout the year, whereas the
matching company contribution is payable quarterly to the Trustee. The
Company's incentive contribution, if any, is payable no later than the
filing date for the Company's federal income tax return. The Company's
matching and incentive contributions may be made in Tab Products Co.
common stock or cash, which is used to purchase Tab Products Co. common
stock in the open market. Employer contributions in 1995 and 1994
consisted primarily of 48,033 and 39,874 shares, respectively, of the
Company's stock.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and, (b) Plan earnings. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
ELIGIBILITY AND VESTING - All domestic employees, except those performing
piece-work off the premises of the Company, are eligible to become
participants in the Plan on the first day of the next fiscal quarter
which follows nine months of service with the Company. In addition, if a
collective bargaining unit is formed in the future, such members will not
become eligible to participate in the Plan unless so specified in the
collective bargaining agreement.
The Company's matching and incentive contributions are referred to as the
Company Contribution Account. The Company Contribution Account of a
participant shall vest in accordance with the following schedule:
<TABLE>
<CAPTION>
Years of Service for Percentage
Vesting Purposes Vested
<S> <C>
Less than 2 years 0%
2 years 25%
3 years 50%
4 years 75%
5 years 100%
</TABLE>
One hundred percent of the Company Contribution Account will vest upon
termination of employment by reason of retirement, death or total
disability. Any unvested portion of the Company Contribution account is
forfeited. The Company's matching and incentive contribution, if any, to
the Plan is reduced by the amount of such forfeitures. Employees'
contributions to the Plan are fully vested at all times.
PLAN BENEFITS - When a participant's employment terminates, he is
eligible to receive all of his vested Accounts under the Plan. In the
event a participant's employment is terminated other than by retirement,
death or total disability, only the vested portion of the Company
Contribution Account will be paid.
Participants may withdraw part of their own Tax Deferred Savings Plan
contributions (including accumulated earnings) and under certain
circumstances up to 50% of their vested Company Contribution Account. A
participant electing to withdraw any portion of his or her vested Company
Contribution Account will not receive any matching Company Contribution
in the quarter of the withdrawal. Additionally, a participant may
withdraw a portion of the vested amounts in any of his or her accounts
under the Plan in the event of a financial hardship. A participant is
not eligible to receive any matching Company contribution in the quarter
a hardship withdrawal is made.
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<PAGE>
PLAN TERMINATION - Although Tab Products Co. established the Plan with the
intention that it continue indefinitely, the Company has the right to
discontinue its contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event the Plan is terminated, each
participant shall have a 100% vested interest in the balance credited to
his Company Contribution Account and the Plan's assets shall be distributed
to the participants.
ADMINISTRATIVE EXPENSES - All administrative expenses, including trustee
fees, related to the operation and management of the Plan are paid by Tab
Products Co.
2. ACCOUNTING POLICIES
Company contributions are accrued annually pursuant to the terms of the
Plan. Dividend and interest income and distribution of benefits are
recorded on the accrual method of accounting.
The Plan's investments are recorded at quoted market value. Investment
transactions are accounted for on the trade date (i.e., the date the
order to buy or sell is executed).
The realized gains and losses on investments sold and the unrealized
appreciation and depreciation of investments held are reported on an
average current cost basis, based on the value of the investments at the
beginning of the Plan year or at the time of purchase during the Plan
year.
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<PAGE>
3. SEPARATE FUND INFORMATION
The following table presents the net assets available for Plan benefits
as of May 31, 1995 and changes in net assets available for Plan benefits
for the year then ended after allocations of accrued interest and dividends
receivable and employer contributions receivable and purchases of
investments from the Bank of America Short Term Fund.
<TABLE>
<CAPTION>
SHORT FIXED TAB PRODUCTS CO.
TERM INCOME EQUITY I EQUITY II COMMON
FUND FUND FUND FUND STOCK TOTAL
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET
ASSETS ATTRIBUTED TO:
Contributions:
Employee $314,051 $ 151,167 $ 333,014 $ 338,618 $ 132,555 $ 1,269,405
Employer 366,373 366,373
Investment income:
Realized and
unrealized
gains (losses) 187,326 493,342 277,460 (1,270,923) (312,795)
Interest and
dividends 185,622 1,197 1,775 1,470 83,373 273,437
------------ ------------- ------------- ------------- ------------ --------------
Total 499,673 339,690 828,131 617,548 (688,622) 1,596,420
------------ ------------- ------------- ------------- ------------ --------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Employee withdrawals (238,005) (124,467) (218,687) (107,234) (244,977) (933,370)
Transfers between
funds (158,595) 81,106 169,370 (76,707) (15,174) -
------------ ------------- ------------- ------------- ------------ --------------
Total (396,600) (43,361) (49,317) (183,941) (260,151) (933,370)
------------ ------------- ------------- ------------- ------------ --------------
NET ADDITIONS
(DEDUCTIONS) 103,073 296,329 778,814 433,607 (948,773) 663,050
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 3,523,896 1,620,356 2,533,979 2,293,343 3,814,481 13,786,055
------------ ------------- ------------- ------------- ------------ --------------
End of year $ 3,626,969 $ 1,916,685 $ 3,312,793 $ 2,726,950 $ 2,865,708 $ 14,449,105
------------ ------------- ------------- ------------- ------------ --------------
------------ ------------- ------------- ------------- ------------ --------------
- 7 -
<PAGE>
</TABLE>
The following table presents the net assets available for Plan benefits
as of May 31, 1994 and changes in net assets available for Plan benefits
for the year then ended after allocations of accrued interest and dividends
receivable and employer contributions receivable and purchases of
investments from the Bank of America Short Term Fund.
<TABLE>
<CAPTION>
SHORT FIXED TAB PRODUCTS CO.
TERM INCOME EQUITY I EQUITY II COMMON
FUND FUND FUND FUND STOCK TOTAL
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contributions:
Employee $ 351,001 $ 167,518 $ 288,485 $ 262,232 $ 124,293 $ 1,193,529
Employer - - - - 357,033 357,033
Investment income:
Realized and unrealized
gains (losses) - 36,424 215,705 157,565 (382,326) 27,368
Interest and dividends 124,836 712 782 798 76,977 204,105
------------ ------------ ----------- ----------- ----------- ------------
Total 475,837 204,654 504,972 420,595 175,977 1,782,035
------------ ------------ ----------- ----------- ----------- ------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO -
Employee withdrawals (749,260) (247,844) (364,881) (209,023) (580,592) (2,151,600)
------------ ------------ ----------- ----------- ----------- ------------
NET ADDITIONS (DEDUCTIONS) (273,423) (43,190) 140,091 211,572 (404,615) (369,565)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 3,797,319 1,663,546 2,393,888 2,081,771 4,219,096 14,155,620
------------ ------------ ----------- ----------- ----------- ------------
End of year $ 3,523,896 $ 1,620,356 $ 2,533,979 $ 2,293,343 $ 3,814,481 $ 13,786,055
------------ ------------ ----------- ----------- ----------- ------------
------------ ------------ ----------- ----------- ----------- ------------
</TABLE>
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<PAGE>
4. TAXES
The Company has obtained a favorable determination letter from the
Internal Revenue Service dated July 1991 as to the qualified status of
the Plan. The Company is of the opinion that the Plan continues to
fulfill the requirements of a qualified plan under Section 401(a) of the
Internal Revenue Code and that the trust which forms a part of the Plan
is not subject to tax. Accordingly, no provision for federal or state
income taxes has been provided.
* * * * *
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<PAGE>
TAB PRODUCTS CO. PROFIT-SHARING TRUST
AND TAX DEFERRED SAVINGS PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
MAY 31, 1995
- -----------------------------------------------------------------------------
FAIR
COST VALUE
<S> <C> <C>
Bank of America Short Term Fund $ 3,751,221 $ 3,751,221
Frank Russell Trust Fixed Income Fund 1,115,590 1,892,112
Frank Russell Trust Equity I Fund 1,373,934 3,270,676
Frank Russell Trust Equity II Fund 1,186,436 2,684,072
-------------- -------------
Subtotal 7,427,181 11,598,081
Party-In-Interest Investments -
Tab Products Co. Common Stock
(432,047 shares) 3,639,805 2,715,448
-------------- -------------
Total $ 11,066,986 $ 14,313,529
-------------- -------------
-------------- -------------
</TABLE>
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<PAGE>
TAB PRODUCTS CO. PROFIT-SHARING TRUST
AND TAX DEFERRED SAVINGS PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE
ITEM 27d - REPORTABLE TRANSACTIONS
YEAR ENDED MAY 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------
CURRENT VALUE
OF ASSET ON NET
PURCHASE SELLING COST OF TRANSACTION GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE OR LOSS
<S> <C> <C> <C> <C> <C> <C>
Bank of America Short Term Investment Fund
(132 transactions) N/A $ 1,826,256 $ 1,826,256 $ 1,826,256 $ -
Bank of America Short Term Investment Fund
(352 transactions) $ 1,932,120 N/A N/A $ 1,932,120 N/A
</TABLE>
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