-----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, f4s91GdcbBlhbxKS+1asiG/lGemWFVuM08PmfKGfL2oKXGMM86NF850nYKZdWNJA ViLluQcGisw7k/zlMjQWew== 0000950124-95-001894.txt : 199506290000950124-95-001894.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950124-95-001894 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940701 FILED AS OF DATE: 19950628 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 95550150 BUSINESS ADDRESS: STREET 1: THREE FIRST NATL PLZ STE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 11-K/A 1 FORM 11-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 11-K/A ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) FOR THE FISCAL YEAR ENDED JULY 1, 1994 COMMISSION FILE NUMBER 1-3344
SPRING CITY KNITTING CO., INC. RETIREMENT SAVINGS PLAN (Full title of the plan) -------------------- SARA LEE CORPORATION Three First National Plaza Suite 4600 Chicago, Illinois 60602 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Retirement Committee of Spring City Knitting Co., Inc.: We were engaged to audit the accompanying statements of net assets available for plan benefits of the Spring City Knitting Co., Inc. Retirement Savings Plan as of December 31, 1994 and 1993, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 3, which was certified by Wachovia Bank of North Carolina, N.A., the trustee of the Plan, except for comparing such information with the related information included in the 1994 and 1993 financial statements. We have been informed by the plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the trustee as of and for the years ended December 31, 1994 and 1993, that the information provided to the plan administrator by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements taken as a whole. The form and content of the information included in the financial statements, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Arthur Andersen LLP Greensboro, North Carolina, May 9, 1995. 3 SPRING CITY KNITTING CO., INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 AND 1993 TOGETHER WITH AUDITORS' REPORT 4 SPRING CITY KNITTING CO., INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993
1994 1993 ---- ---- ASSETS: Contributions- Employer contributions receivable (Note 4) $ 96,247 $ 233,876 Employee contributions receivable (Note 5) 8,660 152,482 Refunds receivable 0 17,187 Income receivable (Note 6) 0 5,230 Accrued interest income 22,015 21,999 Investment in master trust 1,267,973 2,648,655 ---------- ---------- 1,394,895 3,079,429 LIABILITIES - Administrative fees payable 88 0 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,394,807 $3,079,429 ========== ==========
The accompanying notes to financial statements are an integral part of these statements. 5 SPRING CITY KNITTING CO., INC. RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994
INTEREST DIVERSIFIED INTERNATIONAL SMALL STOCK INCOME EQUITY FUND EQUITY FUND FUND ------------ FUND ----------- ------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 1,849,507 $116,209 $ 0 $ 0 ------------ -------- ---- ------ ADDITIONS TO NET ASSETS: Investment income- Interest 108,268 4,024 16 114 Realized gains 0 1,234 0 0 Contributions- Employer 40,759 13,038 112 366 Employee 222,081 4,603 833 3,006 Transfers from another plan 39,416 7,190 0 0 ------------ -------- ---- ------ Total additions 410,524 30,089 961 3,486 ------------ -------- ---- ------ DEDUCTIONS TO NET ASSETS: Benefits paid to participants 1,728,463 7,222 0 0 Administrative expenses 283 0 0 0 Realized losses 0 0 0 1 Unrealized losses 6,976 3,954 35 83 ------------ -------- ---- ------ Total deductions 1,735,722 11,176 35 84 ------------ -------- ---- ------ NET INCREASE (DECREASE) IN PLAN ASSETS (1,325,198) 18,913 926 3,402 ------------ -------- ---- ------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 524,309 $135,122 $926 $3,402 ============ ======== ==== ====== EMPLOYER SARA LEE MONEY CORPORATION PURCHASE BALANCED COMMON STOCK CONTRIBUTION FUND FUND FUND TOTAL --------- ------------ ------------ ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 0 $ 0 $1,113,713 $ 3,079,429 ------ ------ ---------- ----------- ADDITIONS TO NET ASSETS: Investment income- Interest 52 77 59,461 172,012 Realized gains 0 0 0 1,234 Contributions- Employer 309 483 96,247 151,314 Employee 2,352 4,251 0 237,126 Transfers from another plan 0 0 0 46,606 ------ ------ ---------- ----------- Total additions 2,713 4,811 155,708 608,292 ------ ------ ---------- ----------- DEDUCTIONS TO NET ASSETS: Benefits paid to participants 0 0 545,683 2,281,368 Administrative expenses 0 0 172 455 Realized losses 6 0 0 7 Unrealized losses 36 0 0 11,084 ------ ------ ---------- ----------- Total deductions 42 0 545,855 2,292,914 ------ ------ ---------- ----------- NET INCREASE (DECREASE) IN PLAN ASSETS 2,671 4,811 (390,147) (1,684,622) ------ ------ ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $2,671 $4,811 $ 723,566 $ 1,394,807 ====== ====== ========== ===========
The accompanying notes to financial statements are an integral part of this statement. 6 SPRING CITY KNITTING CO., INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 AND 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A brief summary of the significant accounting and reporting policies followed by the Retirement Savings Plan (the Plan) of Spring City Knitting Co., Inc. (the Company) in the preparation of its financial statements is presented below. BASIS OF ACCOUNTING The Plan's financial statements are presented on the accrual basis of accounting. INVESTMENT VALUATION Investments of the Plan are stated at current market value as determined by the plan trustee as of the balance sheet date. Securities traded in public markets are valued at their quoted market prices. Purchases and sales of securities are reflected on a trade-date basis. TAX STATUS The Internal Revenue Service issued a determination letter dated June 14, 1990, stating that the Plan was in accordance with applicable plan design requirements as of that date. The Plan has been amended since receiving the determination letter. However, the plan administrator and management believe that the Plan was designed and operated within the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt through the year ended December 31, 1994, and; accordingly, no provision for income taxes has been recorded in the accompanying financial statements. EXPENSES Trustee's fees are paid by the Plan; all other administrative expenses are paid by the Company. 2. DESCRIPTION AND ADMINISTRATION OF THE PLAN: The Plan is a contributory defined contribution plan covering all hourly and salaried employees of Spring City Knitting Co., Inc. (the Company), a subsidiary of Sara Lee Corporation except those employees who participate in a collective bargaining unit. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is composed of seven funds, the Interest Income Fund (IIF), Diversified Equity Fund, International Equity Fund, Small Stock Fund, Balanced Fund, Sara Lee Corporation Common Stock Fund and the Employer Money Purchase Contribution Fund (EMPCF). For all funds except the EMPCF, employees may contribute up to 15% of applicable earnings per pay period. For hourly participants, the Company will contribute 40% of the participants' contributions up to a maximum of 2% of applicable earnings per pay period. On July 1, 1993, all salaried employees were transferred from the Plan into the Sara Lee Supplemental Retirement Plan. For the six months prior to the transfer, the Company contributed 50% of the salaried participants' contributions up to a maximum of 3% of applicable earnings per pay period. In addition, the Company will contribute any amounts required to restore the nonvested account balance of any reemployed participant provided the participant repays to the Plan the full amount of the distribution within five years following his date of reemployment. Employees who are not highly compensated as defined in the Plan are fully vested in the IIF and Small Stock Fund at all times. Highly compensated employees become fully vested in the IIF and Small Stock Fund upon the earlier of completion of two years of service, attainment of normal retirement date, total and permanent disability, or death. As of year-end, there were no highly compensated employees in the Plan. Under the EMPCF, the Company will pay to the Trustee for each plan year an amount to be allocated among the participant accounts of hourly employees who have completed 1,000 hours or more of service and who were employed as of the plan year-end. The amounts to be credited to each individual employer money purchase contribution account are the lesser of 1 1/2% of the employee's basic earnings for the plan year or the maximum annual addition allowable for the plan year as defined in the Plan and are included in employer contributions in the statements of changes in net assets available for plan benefits. Participants in this fund become fully vested after five years of service or upon the attainment of normal retirement date, total and permanent disability, or death. 7 2 A separate account is maintained for each participant, and the account balances are adjusted monthly for company contributions. Investment income is allocated to accounts semiannually in proportion to the participant's share of the Plan's net assets available for plan benefits as of the later of the last day of June or last day of December in the respective year ("preceding valuation date"). Forfeitures are applied as a credit to subsequent company contributions, thus reducing the amount deposited to the trust. Effective June 6, 1994, Spring City Knitting Company, Inc. announced restructuring plans resulting in the shut-down of several manufacturing facilities and the related termination of employees. Upon termination, all participants became 100% vested in their respective participant account balances. These terminated participants had the option to leave their account balances within the Trust or receive a distribution of their accumulated benefits. The Company has the right under the Plan, although it has not expressed any intent to do so, to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of discontinuance of the Plan, all participants' accounts become fully vested. 3. INFORMATION CERTIFIED BY THE TRUSTEE: The assets of the Plan are held in the Sara Lee Corporation Investment Trust (the Investment Trust) at Wachovia Bank of North Carolina, N.A. (Wachovia). The plan assets included in the Investment Trust represent .4% and 1.7% of the total Investment Trust assets at December 31, 1994 and 1993, respectively. The following table summarizes the net value of the Plan's interest (including accrued income) in each investment account of the Investment Trust at the end of the plan year:
VALUE AT INVESTMENT ACCOUNT DECEMBER 31, 1994 ------------------ ----------------- Interest Income Fund $ 499,926 Diversified Equity Fund 134,769 International Equity Fund 888 Small Stock Fund 3,133 Balanced Fund 2,577 Sara Lee Corporation Common Stock Fund 4,540 Employer Money Purchase Contribution Fund 622,140 ---------- $1,267,973 ==========
The total cost, market value and detail of the Investment Trust assets, as well as the schedule of reportable transactions, are disclosed in a separate filing as of June 30, 1994. The information in the financial statements was summarized from information supplied and certified by Wachovia, except for contributions and contribution receivables. The information certified by Wachovia was not audited in accordance with generally accepted auditing standards by independent public accountants, as permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. 4. EMPLOYER CONTRIBUTIONS RECEIVABLES: Employer contributions for the year ended December 31, 1994 and 1993, were contributed to the trust after the end of the plan year. As a result, as of December 31, 1994 and 1993, the Plan reflects a receivable from the Company of $96,247 and $233,876 for employer contributions receivable. 5. EMPLOYEE CONTRIBUTION RECEIVABLE: Employee contributions for the month ended December 31, 1994 and the period from July 1993 to December 1993, were contributed to the trust after the end of the respective plan year. As a result, as of December 31, 1994 and 1993, the Plan reflects a receivable from the Company of $8,660 and $152,482, respectively, for unremitted participant contributions. 8 3 6. INCOME RECEIVABLE: In October 1994 and retroactive to July 1993, the Plan was amended to permit participants to invest in four new investment options within the Sara Lee Corporation Master Trust. For administrative reasons, these investment options were not established for the Plan in 1993. As a result, existing account balances in the original two investment funds, which had been designated by the participants to be transferred to the four new options, remained in the previous investment funds. The Company calculated the investment income that would have been earned by the participants during the period from July 1993 to December 31, 1993, had the employee contributions and existing balances been invested according to the applicable participants' elections. The amount of income that would have been earned by the participants, as calculated by the Company, in excess of actual earnings on existing balances which remained in original investment funds was reflected as a receivable of $5,230 on the accompanying 1993 statements of net assets available for plan benefits. The Company made the necessary corrective action in 1994 to make the contribution of this amount to the trust. 7. RECONCILIATION TO FORM 5500: As of December 31, 1993, the Plan had approximately $36,400 of pending distributions to participants who elected to withdraw from the operation and earnings of the Plan. These amounts were recorded as a liability in the Plan's 1993 Form 5500; however, these amounts are not recorded as a liability in accordance with generally accepted accounting principles on the financial statements. As of December 31, 1994, the Plan did not have any pending distributions which would result in a liability in the Plan's 1994 Form 5500. The following table reconciles net assets available for plan benefits and benefits paid to participants as reported in the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1994:
NET ASSETS BENEFITS PAID TO AVAILABLE FOR PARTICIPANTS PLAN BENEFITS ---------------- ------------- As reported in the financial statements $2,281,368 $1,394,807 Reversal of 1993 accrued benefit payments (36,400) 0 ---------- ---------- As filed in the Form 5500 $2,244,968 $1,394,807 ========== ==========
9 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Spring City Knitting Co., Inc. Retirement Savings Plan previously filed Registration Statement File No. 33-35760. /s/ Arthur Andersen LLP ------------------------ ARTHUR ANDERSEN LLP Greensboro, North Carolina, May 9,1995. 10 SIGNATURES The Plan. 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. Date: June 27, 1995 SPRlNG ClTY KNITTING CO, INC. RETIREMENT SAVINGS PLAN /s/ Michael E. Murphy --------------------------------- Michael E. Murphy, As a Committee Member on Behalf of the Committee -----END PRIVACY-ENHANCED MESSAGE-----