-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lJMEqZlcS+WifJDgIEScOpWpdrbIDYCZ6qIUmasE5TvD28a9DKeF7mODgm8qLh0+ mFRT/7wSB65hX6bWvZ+6RQ== 0000920049-94-000017.txt : 19940701 0000920049-94-000017.hdr.sgml : 19940701 ACCESSION NUMBER: 0000920049-94-000017 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETZ LABORATORIES INC CENTRAL INDEX KEY: 0000011884 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 231503731 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02085 FILM NUMBER: 94536286 BUSINESS ADDRESS: STREET 1: 4636 SOMERTON RD CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153553300 MAIL ADDRESS: STREET 1: 4636 SOMERTON ROAD CITY: TREVOSE STATE: PA ZIP: 19053 11-K/A 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993. [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________ to ____________ Commission File Number 0-2085 BETZ LABORATORIES, INC. EMPLOYEE STOCK OWNERSHIP AND 401K PLAN (Tile of Plan) BETZ LABORATORIES, INC. 4636 Somerton Road Trevose, Pennsylvania, 19053 (Name of Issuer of the Securities Held Pursuant to the Plans and the Address of its Principal Executive Office) Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized. BETZ LABORATORIES, INC. By:s/William C. Brafford --------------------- William C. Brafford Vice President, Secretary and General Counsel [PAGE 1] Financial Statements and Schedules Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Years ended December 31, 1993 and 1992 with Report of Independent Auditors [PAGE 2] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors..................................... 4 Audited Financial Statements Statements of Net Assets Available for Plan Benefits............... 5 Statements of Changes in Net Assets Available for Plan Benefits.... 6 Notes to Financial Statements...................................... 7 Schedules Assets Held for Investment......................................... 16 [PAGE 3] Report of Independent Auditors Retirement Committee Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan We have audited the accompanying statements of net assets available for plan benefits of the Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan as of December 31, 1993 and 1992, 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, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment as of December 31, 1993 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. May 27, 1994 s/ Ernst & Young [PAGE 4] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Statements of Net Assets Available for Plan Benefits December 31 1993 1992 ------------------------------ Assets Investments: Series A ESOP convertible preferred stock of Betz Laboratories, Inc. $130,394,887 $170,576,871 Common stock--Betz Laboratories, Inc. 27,474,063 37,343,717 Putnam Voyager Fund 18,412,994 13,129,883 Putnam U.S. Government Income Trust 5,828,206 4,343,501 Putnam Fund for Growth and Income 16,246,720 10,571,268 Putnam Daily Dividend Trust 5,323,124 3,811,525 Putnam Loan Fund 1,609,943 - Collective Trust Fund--GIC - 1,952,843 ------------ ------------ 205,289,937 241,729,608 Contribution receivable from Betz Laboratories, Inc. 263,947 267,592 Contribution receivable from employees 997,788 1,078,634 Cash 42,232 35,734 ------------ ------------ Total assets 206,593,904 243,111,568 Liabilities Benefits payable - 2,269 Accrued interest payable 263,947 267,592 Loan payable 98,000,000 98,500,000 ------------ ------------ Total liabilities 98,263,947 98,769,861 ------------ ------------ Net assets available for plan benefits $108,329,957 $144,341,707 ============ ============ See accompanying notes. [PAGE 5] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Statements of Changes in Net Assets Available for Plan Benefits Year ended December 31 1993 1992 ------------------------------ Additions: Contributions from employer $ 492,928 $ 583,520 Contributions from employees 10,618,333 7,922,419 Interest and dividend income 11,250,023 11,021,111 Net assets transferred from Betz Laboratories, Inc. Stock Bonus Profit Sharing Plan - 3,540,726 ------------ ----------- 22,361,284 23,067,776 Deductions: Benefit payments 2,574,986 2,420,992 Interest expense 7,937,253 8,046,767 Administrative expenses 41,090 11,466 ------------ ------------ 10,553,329 10,479,225 ------------ ------------ 11,807,955 12,588,551 Net realized and unrealized (depreciation) appreciation in fair value of investments (47,819,705) 7,662,153 ------------ ------------ Net (deductions) additions (36,011,750) 20,250,704 Net assets available for plan benefits at beginning of year 144,341,707 124,091,003 ------------ ------------ Net assets available for plan benefits at end of year $108,329,957 $144,341,707 ============ ============ See accompanying notes. [PAGE 6] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements December 31, 1993 1. Significant Accounting Policies Valuation of Investments Series A ESOP Convertible Preferred Stock of Betz Laboratories, Inc. is stated at aggregate current value as determined by an independent securities appraisal company. Marketable securities are stated at aggregate fair value as determined from quoted market prices. Investments in various mutual funds are stated at aggregate fair value as determined from quoted market prices. The unallocated insurance contracts, which were sold in 1993, were valued at cost plus interest earned through the end of the year. The contracts were part of a collective trust fund and were issued by Sun Life of America and Continental National Assurance Company. There was no penalty for early redemption. The change in the difference between current market values and the cost of investments and realized gains and losses on sales of investments are reflected in the statement of changes in net assets available for plan benefits as net realized and unrealized (depreciation) appreciation in fair value of investments. 2. Description of Plan The Employee Stock Ownership and 401K Plan (Plan) of Betz Laboratories, Inc. is a defined contribution plan established on June 19, 1989, which covers substantially all domestic employees of Betz Laboratories, Inc. (the "Company") who have attained age 21. On June 19, 1989, the Plan borrowed $100,000,000 (the "ESOP loan"--Note 4) and acquired 500,000 shares of a new Series A ESOP Convertible Preferred Stock issued by the Company (the "Betz Preferred Stock"). Under 401(k) provisions of the Plan, employees can contribute on a pretax basis amounts up to 15% of salary, the first 4% being matched by the Company at a rate of 25%. The Company's matching contributions are made in the form of the Betz Preferred Stock. The Plan was amended in 1992 to include a participant loan provision which became effective January 1, 1993. [PAGE 7] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) After satisfying the 401(k) matching contributions, the remaining allocable preferred shares are allocated to individual participants' accounts as of December 31st of each plan year based on the participants' eligible compensation as a percentage of total eligible compensation. The number of shares released for allocation in a plan year is equal to the number of previously unreleased shares multiplied by a fraction. The numerator of the fraction is the amount of principal and interest paid on the loan for the Plan year, and the denominator of the fraction is the sum of the numerator plus the principal and interest to be paid on the loan for all future plan years during the term of the loan. The Board of Directors has the right to discontinue the Company's contributions to the Plan and to terminate or partially terminate the Plan at any time. In the event of Plan termination or discontinuance of Company contributions, the rights of the affected participants shall be 100% vested. Additional information about the plan agreement, its vesting, distribution, and forfeiture provisions is contained in Company publications available from the Plan Administrator. 3. Investments As of October 28, 1992, all assets were transferred to Putnam Fiduciary Trust Company. During 1993 and 1992, the Plan's investments (including investments bought, sold, as well as held during the year) (depreciated) appreciated as follows: Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ---------------------------------- Year ended December 31, 1993 Series A ESOP convertible preferred stock of Betz Laboratories, Inc. $(39,811,963) $130,394,887 Common stock--Betz Laboratories, Inc. (10,602,957) 27,474,063 Putnam Voyager Fund 2,053,832 18,412,994 Putnam US Government Income Trust (133,218) 5,828,206 Putnam Fund for Growth and Income 674,601 16,246,720 Putnam Daily Dividend Trust - 5,323,124 Putnam Loan Fund - 1,609,943 ------------ ------------ $(47,819,705) $205,289,937 ============ ============ [PAGE 8] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 3. Investments (continued) Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ---------------------------------- Year ended December 31, 1992 Series A ESOP convertible preferred stock of Betz Laboratories, Inc. $ 6,689,783 $170,576,871 U.S. Government securities 24,547 - Common stock--Betz Laboratories, Inc. 1,376,011 37,343,717 Common stocks (89,145) - Corporate notes 56,614 - Collective Trust Fund--GIC - 1,952,843 Putnam Voyager Fund (166,657) 13,129,883 Putnam US Government Income Trust 19,742 4,343,501 Putnam Fund for Growth and Income (248,742) 10,571,268 Putnam Daily Dividend Trust - 3,811,525 ------------ ------------ $ 7,662,153 $241,729,608 ============ ============ 4. ESOP Loan, Company Loan Guarantee and Employer Contributions The ESOP loan is secured by the unallocated shares of Betz Preferred Stock and is guaranteed by the Company. The Company is required to make contributions to the Plan which, together with dividends received on stock held by the Plan, are sufficient to enable the Plan to service its indebtedness. Interest was incurred on the loan at 8.08% in 1993 and 8.15% in 1992. Debt service contributions paid to the ESOP during 1993 and 1992 totaled $8,440,898 and $8,548,125, respectively, including preferred stock dividends of $7,947,637 and $7,963,601, respectively. An additional contribution of $263,947 has been accrued by the Plan and is recorded as a contribution receivable from the Company. The ESOP loan matures on June 19, 2009 and requires principal payments of $500,000 in 1994 and $1,000,000 in each of the years 1995 through 1999. The Company is obligated to maintain, among other things, certain levels of tangible net worth, interest coverage and not to exceed a maximum funded debt level. [PAGE 9] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 5. Transactions with Parties-in-Interest In accordance with the Plan document, the Company will pay substantially all administrative expenses reasonably incurred in connection with the Plan. It is impractical to allocate common expenses of the Company and the Plan. However, certain employees of the Company are involved in the operation of the Plan. Trustee's and other expenses directly applicable to the Plan and paid by the Company amounted to $89,225 and $278,531 in 1993 and 1992, respectively. 6. Income Tax Status The Internal Revenue Service has ruled (November 30, 1989) that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Retirement Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. [PAGE 10] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements 7. Investment Programs The amount of net assets at December 31, 1993 and 1992, and the changes in net assets for the years then ended, were allocated to the separate investment programs as follows:
Putnam Putnam Putnam U.S. Putnam Fund Daily Putnam Voyager Government for Growth Dividend Loan 1993 ESOP Fund Stock Fund Fund Income Trust and Income Trust Fund Total - ----------------------------------------------------------------------------------------------------------------------------------- Assets Investments: ESOP preferred stock--Betz Laboratories, Inc. $130,394,887 $ - $ - $ - $ - $ - $ - $130,394,887 Common stock of Betz Laboratories, Inc. 27,474,063 27,474,063 Putnam Voyager Fund 18,412,994 18,412,994 Putnam U.S. Government Income Trust 5,828,206 5,828,206 Putnam Fund for Growth and Income 16,246,720 16,246,720 Putnam Daily Dividend Trust 5,323,124 5,323,124 Putnam Loan Fund 1,609,943 1,609,943 Contribution receivable 263,947 294,014 336,920 71,983 244,320 50,551 1,261,735 Cash 24,536 17,696 42,232 --------------------------------------------------------------------------------------------------------------- Total assets 130,683,370 27,785,773 18,749,914 5,900,189 16,491,040 5,373,675 1,609,943 206,593,904 Liabilities Accrued interest payable 263,947 263,947 Loan payable 98,000,000 98,000,000 ---------------------------------------------------------------------------------------------------------------- Net assets $ 32,419,423 $27,785,773 $18,749,914 $ 5,900,189 $16,491,040 $5,373,675 $1,609,943 $108,329,957 ================================================================================================================
[PAGE 11] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam Putnam U.S. Putnam Fund Putnam Voyager Government for Growth Daily 1992 ESOP Fund Stock Fund GIC Fund Fund Income Trust and Income Dividend Trust Total - ------------------------------------------------------------------------------------------------------------------------------------ Assets Investments: ESOP preferred stock--Betz Laboratories, Inc. $170,576,871 $ - $ - $ - $ - $ - $ - $170,576,871 Common stock of Betz Laboratories, Inc. 37,343,717 37,343,717 Putnam Voyager Fund 13,129,883 13,129,883 Putnam U.S. Government Income Trust 4,343,501 4,343,501 Putnam Fund for Growth and Income 10,571,268 10,571,268 Putnam Daily Dividend Trust 3,811,525 3,811,525 Collective Trust Fund--GIC 1,952,843 1,952,843 Contribution receivable 267,592 335,839 349,492 86,798 247,068 59,437 1,346,226 Cash 22,751 12,983 35,734 --------------------------------------------------------------------------------------------------------------- Total assets 170,867,214 37,692,539 1,952,843 13,479,375 4,430,299 10,818,336 3,870,962 243,111,568 Liabilities Benefit payable 2,269 2,269 Accrued interest payable 267,592 267,592 Loan payable 98,500,000 98,500,000 ---------------------------------------------------------------------------------------------------------------- Net assets $ 72,099,622 $37,692,539 $1,952,843 $13,479,375 $4,430,299 $10,818,336 $3,868,693 $144,341,707 ================================================================================================================
[PAGE 12] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam U.S. Putnam Putnam Putnam Government Fund for Daily Putnam ESOP Stock GIC Voyager Income Growth and Dividend Loan Fund Fund Fund Fund Trust Income Trust Fund Total - ----------------------------------------------------------------------------------------------------------------------------------- Net assets at December 31, 1992 $72,099,622 $37,692,539 $1,952,843 $13,479,375 $4,430,299 $10,818,336 $3,868,693 $ - $144,341,707 Contribu- tions from employer 492,928 492,928 Contri- butions from employees 3,077,352 (10,007) 3,518,338 867,179 2,582,760 582,711 10,618,333 Loan repay- ments from employees 105,854 98,518 30,725 82,724 21,346 (339,167) - Investment income 7,949,421 833,774 38,734 674,884 420,842 1,142,671 128,444 61,253 11,250,023 Loans issued (664,436) (53,620) (512,736) (137,930) (412,208) (138,994) 1,919,924 - Benefit payments (373,332) (760,944) (435) (294,902) (169,340) (328,484) (615,482) (32,067) (2,574,986) Interest expense (7,937,253) (7,937,253) Administrative expenses (12,994) (246) (12,190) (3,163) (9,284) (3,213) (41,090) Net realized and unreal- ized appreci- ation (depre- ciation) in fair value of investments (39,811,963) (10,602,957) 2,053,832 (133,218) 674,601 (47,819,705) Interfund transfers (1,882,415) (1,927,269) (255,205) 594,795 1,939,924 1,530,170 - ------------------------------------------------------------------------------------------------------------------ Net assets at December 31, 1993 $32,419,423 $27,785,773 $ 0 $18,749,914 $5,900,189 $16,491,040 $5,373,675 $1,609,943 $108,329,957 ================================================================================================================== There were 3,220 active participants in the Plan at December 31, 1993.
[PAGE 13] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Fixed ESOP Stock Income Balanced Equity GIC Sub-Total Fund Fund Fund Fund Fund Fund Page 14 - ---------------------------------------------------------------------------------------------------------------------------------- Net assets at December 31, 1991 $65,331,358 $30,901,761 $5,460,520 $8,036,774 $6,644,658 $7,715,932 $124,091,003 Net assets transferred from Stock Bonus Profit Sharing Plan 3,540,726 3,540,726 Contributions from employer 583,520 583,520 Contributions from employees 2,588,263 617,235 936,918 1,025,517 604,459 5,772,392 Investment income 7,969,821 722,806 313,571 353,264 165,285 410,680 9,935,427 Benefit payments (421,493) (1,014,092) (277,525) (261,454) (95,844) (295,649) (2,366,057) Interest expense (8,046,767) (8,046,767) Administrative expenses (165) (3,117) (1,326) (493) (714) (233) (6,048) Net realized and unrealized appreciation (depreciation) in fair value of investments 6,689,783 1,376,011 (34,372) 108,944 (82,556) 8,057,810 Interfund transfers (6,435) (419,819) (6,078,103) (9,173,953) (7,656,346) (6,482,346) (29,817,002) ----------------------------------------------------------------------------------------------------- Net assets at December 31, 1992 $72,099,622 $37,692,539 $0 $0 $0 $1,952,843 $111,745,004 =====================================================================================================
[PAGE 14] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam U.S. Putnam Putnam Putnam Goverment Fund for Daily Sub-Total Voyager Income Growth & Dividend Sub-Total Page 14 Fund Trust Income Trust Page 15 Total - ---------------------------------------------------------------------------------------------------------------------------------- Net assets at December 31, 1991 $124,091,003 $ - $ - $ - $ - $ - $124,091,003 Net assets transferred from Stock Bonus Profit Sharing Plan 3,540,726 - 3,540,726 Contributions from employer 583,520 - 583,520 Contributions from employees 5,772,392 993,753 248,274 709,784 198,216 2,150,027 7,922,419 Investment income 9,935,427 619,720 28,184 429,179 8,601 1,085,684 11,021,111 Benefit payments (2,366,057) (9,179) (673) (23,748) (21,335) (54,935) (2,420,992) Interest expense (8,046,767) - (8,046,767) Administrative expenses (6,048) (2,417) (650) (1,755) (596) (5,418) (11,466) Net realized and unrealized appreciation (depreciation) in fair value of investments 8,057,810 (166,657) 19,742 (248,742) (395,657) 7,662,153 Interfund transfers (29,817,002) 12,044,155 4,135,422 9,953,618 3,683,807 29,817,002 - ------------------------------------------------------------------------------------------------------- Net assets at December 31, 1992 $111,745,004 $13,479,375 $4,430,299 $10,818,336 $3,868,693 $32,596,703 $144,341,707 =======================================================================================================
[PAGE 15] Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan Assets Held for Investment December 31, 1993
Description of Investment Including Maturity Date, Identity of Issue, Borrower, or Rate of Interest, Par, or Similar Party Maturity Value Cost Market - ------------------------------------------------------------------------------------------------- Preferred Stock: Betz Laboratories, Inc. Series A ESOP Convertible Preferred Stock* 496,005 shares $ 99,201,000 $130,394,887 Common Stock: Betz Laboratories, Inc.* 626,189 shares 19,552,238 27,474,063 Mutual Funds: Putnam* Fund for Growth and Income 1,194,611 units 15,861,087 16,246,720 Putnam* Voyager Fund 1,535,695 units 16,553,836 18,412,994 Putnam* Daily Dividend Trust 5,323,124 units 5,323,124 5,323,124 Putnam* U.S. Government Income Trust 433,323 units 5,937,195 5,828,206 Putnam* Loan Fund 1,609,943 1,609,943 ---------------------------- Total Mutual Funds 45,285,185 47,420,987 ---------------------------- Total assets held for investment $164,038,423 $205,289,937 ============================ *Indicates party-in-interest to the Plan.
[PAGE 16] EX-24 2 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-40175) pertaining to the Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan and in the related Prospectus of our report dated May 27, 1994, with respect to the financial statements and schedules of the Betz Laboratories, Inc. Employee Stock Ownership and 401K Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. Philadelphia, Pennsylvania s/ Ernst & Young June 21, 1994 -----END PRIVACY-ENHANCED MESSAGE-----