-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W2PtFR8r6Un4st50JVBhKgOgIflQl1Dic0zavafGnUU/7o9/nrKM89sMuGKtijzU TIlmdH1bIy3K1CfHD/Ucpg== 0000950129-96-000532.txt : 19960402 0000950129-96-000532.hdr.sgml : 19960402 ACCESSION NUMBER: 0000950129-96-000532 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960401 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANIEL INDUSTRIES INC CENTRAL INDEX KEY: 0000026821 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 741547355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06098 FILM NUMBER: 96542595 BUSINESS ADDRESS: STREET 1: 9753 PINE LAKE DR CITY: HOUSTON STATE: TX ZIP: 77055 BUSINESS PHONE: 7134676000 MAIL ADDRESS: STREET 1: 9753 PINE LAKE DRIVE CITY: HOUSTON STATE: TX ZIP: 77055 11-K 1 DANIEL INDUSTRIES - FORM 11-K - 09/30/95 1 ================================================================================ 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 September 30, 1995 OR / / 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 1-6098 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DANIEL INDUSTRIES, INC. 9753 Pine Lake Drive Houston, Texas 77055 ================================================================================ 2 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. DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Date March 11, 1996 By /s/ Larry G. Irving ---------------- -------------------------- Larry G. Irving Member of the Administrative Committee Date March 11, 1996 By /s/ Bela Vaczi ---------------- --------------------------- Bela Vaczi Member of the Administrative Committee Date March 11, 1996 By /s/ Michael R. Yellin ---------------- ------------------------- Michael R. Yellin Member of the Administrative Committee -2- 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Members and Administrative Committee of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan In our opinion, the accompanying statements of financial condition with fund information and the related statement of income and changes in plan equity with fund information present fairly, in all material respects, the financial position of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan at September 30, 1995 and 1994, and the results of its operations and the changes in its plan equity for the year ended September 30, 1995, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules 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. PRICE WATERHOUSE LLP Houston, Texas March 11, 1996 -3- 4 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Financial Condition with Fund Information
September 30, 1995 ----------------------------------------------------------------- Fidelity Retirement Fidelity Government Fidelity Growth Money Intermediate & Fidelity Market Bond Income Puritan Portfolio Fund Portfolio Fund ---------- ------------ --------- -------- ASSETS ------ Investments at fair market value: Mutual funds $ 2,905,429 $ 14,276,177 $12,246,865 $ 27,989 Sponsor Stock Fund - - - - (Not Member directed) Sponsor Stock Fund (Member directed) - - - - ----------- ------------ ----------- -------- Total investments at fair market value 2,905,429 14,276,177 12,246,865 27,989 Employee contributions receivable 10,788 10,678 19,979 13,314 Employer contributions receivable - - - - ----------- ------------ ----------- -------- Total assets $ 2,916,217 $ 14,286,855 $12,266,844 $ 41,303 =========== ============ =========== ======== PLAN EQUITY ----------- Total plan equity $ 2,916,217 $ 14,286,855 $12,266,844 $ 41,303 =========== ============ =========== ========
September 30, 1995 --------------------------------------------------------------------- Fidelity Blue Chip Fidelity Sponsor Growth Contra- Stock Unallocated Fund fund Fund Amounts Total ----------- --------- ----------- ----------- ------------ ASSETS ------ Investments at fair market value: Mutual funds $ 76,284 $ 46,475 $ - $ - $ 29,579,219 Sponsor Stock Fund - - 6,580,875 - 6,580,875 (Not Member directed) Sponsor Stock Fund (Member directed) - - 830,224 - 830,224 ----------- --------- ----------- --------- ------------ Total investments at fair market value 76,284 46,475 7,411,099 - 36,990,318 Employee contributions receivable 34,308 18,954 7,690 - 115,711 Employer contributions receivable - - 30,331 745,000 775,331 ----------- --------- ----------- --------- ------------ Total assets $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360 =========== ========= =========== ========= ============ PLAN EQUITY ----------- Total plan equity $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360 =========== ========= =========== ========= ============
The accompanying notes are an integral part of the financial statements. - 4 - 5 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Financial Condition with Fund Information
September 30, 1994 ---------------------------------------------------------------------------------- Fixed Discretionary Equity Income Cash Company Employer Assets Assets Equivalents Stock Contribution Fund Fund Fund Fund(a) Account Total ---------- ---------- ----------- ---------- ------------ ----------- Non-Member Member Directed Directed ---------------------------------------------------- ------------ ASSETS ------ Investments at fair market value: Daniel Industries, Inc. common stock (486,590 shares at cost of $2,517,319) $ - $ - $ - $2,198,606 $ 3,336,356 $ 5,534,962 Cash equivalents (cost is equivalent to market value) 278,069 99,159 1,694,725 53,586 499,512 2,625,051 Fixed income assets (cost of $12,607,950) - 2,816,954 - - 10,061,402 12,878,356 Equity assets (cost of $8,804,778) 2,753,830 - - - 7,666,593 10,420,423 ---------- ---------- ---------- ---------- ----------- ----------- Total investments at fair market value 3,031,899 2,916,113 1,694,725 2,252,192 21,563,863 31,458,792 Employee contributions receivable 39,293 37,604 20,958 10,839 - 108,694 Employer contributions receivable - - - 28,220 758,000 786,220 Receivable for sales of securities 40,879 - - - 159,674 200,553 Accrued interest and dividends 2,982 51,039 6,621 153 183,213 244,008 ---------- ---------- ---------- ---------- ----------- ----------- Total assets $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267 ========== ========== ========== ========== =========== =========== LIABILITIES AND PLAN EQUITY --------------------------- Payable for purchases of securities $ 146,960 $ - $ - $ 3,552 $ 176,585 $ 327,097 ---------- ---------- ---------- ---------- ----------- ----------- Total liabilities 146,960 - - 3,552 176,585 327,097 Plan equity at end of year 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 32,471,170 ---------- ---------- ---------- ---------- ----------- ----------- Total liabilities and plan equity $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267 ========== ========== ========== ========== =========== ===========
(a) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts is not Member directed. The accompanying notes are an integral part of the financial statements. - 5 - 6 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Income and Changes in Plan Equity with Fund Information
Year Ended September 30, 1995 -------------------------------------------------------------------------------------------- Fidelity Retirement Fixed Discretionary Government Fidelity Equity Income Cash Company Employer Money Intermediate Assets Assets Equivalents Stock Contribution Market Bond Fund Fund Fund Fund (a) Account Portfolio Fund ---------- --------- ----------- -------- --------------- ---------- ------------ Investment income: Cash dividends on Daniel Industries, Inc. common stock $ - $ - $ - $ 27,305 $ 39,597 $ - $ - Other cash dividends 26,466 - - 69,590 37,836 212,662 Interest 20,647 164,498 83,551 3,486 641,005 233 409 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Investment income 47,113 164,498 83,551 30,791 750,192 38,069 213,071 Net realized gain (loss) on sale of investments 712,354 141,284 - 92,638 3,176,912 - (81) Net unrealized appreciation (depreciation) of: Daniel Industries, Inc. common stock - - - - 785,494 1,283,213 - - Other investments (369,856) 95,441 - - (1,611,637) - (13,251) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total 389,611 401,223 83,551 908,923 3,598,680 38,069 199,739 Contributions: Participating employees 398,971 336,671 228,875 116,480 - 33,572 34,084 Participating employers - - - 284,520 - - - Rollover from qualified plan 2,085 - 2,084 - - - Member distributions (233,825) (334,309) (211,967) (254,672) (2,295,706) - - Transfers to Fidelity (3,567,381) (3,157,468) (2,095,921) (3,280,456) (23,791,139) 2,817,569 14,089,149 Interfund transfers 42,446 (250,873) 273,158 (64,731) - 27,007 (36,117) Plan equity at beginning of year 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- Plan equity at end of year $ - $ - $ - $ - $ - $ 2,916,217 $14,286,855 =========== =========== =========== =========== =========== =========== ===========
Year Ended September 30, 1995 ----------------------------------------------------------------------------------------------- Fidelity Growth Fidelity & Fidelity Blue Chip Fidelity Sponsor Income Puritan Growth Contra- Stock Unallocated Portfolio Fund Fund fund Fund (b) Amounts Total ------------ ----------- ---------- ---------- ----------- ------------ ------------ Investment income: Cash dividends on Daniel Industries, Inc. common stock $ - $ - $ - $ - $ - $ - $ 66,902 Other cash dividends 311,670 378 3,367 - - - 661,969 Interest 367 - - - 996 - 915,192 ------------ ----------- ---------- ---------- ----------- ------------ ------------ Investment income 312,037 378 3,367 - 996 - 1,644,063 Net realized gain (loss) on sale of investments 481 - - - (344) - 4,123,244 Net unrealized appreciation (depreciation) of: Daniel Industries, Inc. common stock - - - - (406,108) - 1,662,599 Other investments 638,057 1 (3,569) 226 - - (1,264,588) ------------ ----------- ---------- ---------- ----------- ------------ ------------ Total 950,575 379 (202) 226 (405,456) 6,165,318 Contributions: Participating employees 63,660 40,924 106,359 60,768 25,889 - 1,446,253 Participating employers - - - - 95,409 745,000 1,124,929 Rollover from qualified plan - - - - - - 4,169 Member distributions - - - - - - (3,330,479) Transfers to Fidelity 11,246,092 - - - 7,739,555 - - Interfund transfers 6,517 - 4,435 4,435 (6,277) - - Plan equity at beginning of year - - - - - - 32,471,170 ------------ ----------- ---------- ---------- ----------- ------------ ------------ Plan equity at end of year $ 12,266,844 $ 41,303 $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360 ============ =========== ========== ========== =========== =========== ============
(a) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts is not Member directed. (b) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts and to assets held by the Plan as of June 30, 1995 as a result of Discretionary Employer Contributions previously invested in the Company Stock Fund is not Member directed. The accompanying notes are an integral part of the financial statements. - 6 - 7 Notes to Financial Statements Note 1 - Description of the Plan The Daniel Industries, Inc. Employees' Profit Sharing and Retirement Plan (the "Profit Sharing Plan") was initially established effective September 30, 1953. The Daniel Industries, Inc. Employees' Savings Plan (the "Savings Plan") was initially established effective October 1, 1982, as a stock purchase plan and was amended to become a pre-tax savings plan effective April 1, 1984. Effective October 1, 1991, the Profit Sharing Plan was merged into the Savings Plan. The Savings Plan was thereafter called the Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan (the "Plan") and was amended from time to time to reflect certain changes in the Internal Revenue Code, as amended (the "Code"). Effective July 1, 1995, the Plan was amended and restated to (a) provide for daily valuation of Members' Accounts, (b) permit Members, subject to certain restrictions, to direct the investment of the assets in their Discretionary Employer Contribution Account, (c) increase the number of investment options available to Members, (d) provide for more timely distributions and withdrawals and (e) permit Members on a daily basis to change their investment elections for future contributions and transfer their account balances among investment elections, all as hereinafter described. The following description provides only general information relating to the Plan and is qualified by the terms of the Plan. Capitalized terms which are not otherwise defined herein are -7- 8 defined in the Plan. Members should refer to the Summary Plan Description or the Plan document for a more complete explanation of the Plan's provisions. The Plan document is controlling at all times. Participation The Plan is a defined contribution plan in which each employee of Daniel Industries, Inc. (the "Company" or the "Sponsor"), Daniel Flow Products, Inc., Daniel Industrial, Inc., and Daniel Valve Company (together, the "Employers") is initially eligible to participate on the second Entry Date (the first day of each calendar quarter) coincident with or next following the date such employee was first employed by an Employer. Prior to July 1, 1995, each employee of such Employers and of Daniel En-Fab Systems, Inc., (a former Employer) was eligible to participate on the first day of the Plan year (October 1) coincident with or next following the date such employee was first employed by an Employer. Contributions The Plan provides for Discretionary Employer Contributions in such amount, if any, that shall be determined by the Employers. Upon receipt of the related funds from the Employers, these contributions are allocated among each Employer's Active Members in the proportion which the Considered Compensation of each Member for the Plan Year bears to the total Considered Compensation of all Members of that Employer for the Plan Year. Prior to receipt of the related funds previously determined to be contributed by the Employers, these contributions appear as unallocated amounts in the -8- 9 financial statements. A summary of Discretionary Employer Contributions for the Plan Year ended September 30, 1995 is as follows:
Discretionary Employer Contributions for Plan Year Employer Ended September 30, 1995 - ----------------------------- -------------------------- Daniel Industries, Inc. and Daniel Flow Products, Inc. $635,000 Daniel Industrial, Inc. 20,000 Daniel Valve Company 90,000 -------- $745,000 ========
Further, an eligible employee may choose, by completing and returning to the Administrative Committee of the Plan (the "Administrative Committee") a Salary Deferral Agreement, to authorize his Employer to reduce his Considered Compensation by a certain amount and to contribute on his behalf such amount to a trust (the "Trust") created under the Plan. The maximum reduction in compensation that an employee participating in the Plan may elect for contribution to the Plan is determined by the Administrative Committee; the nontaxable portion of each employee's annual salary deferral contribution is limited to the maximum amount permitted by the Secretary of the Treasury ($9,240 for the 1995 calendar year). In addition, such contributions by eligible employees who are "highly compensated employees" (within the meaning of Section 414(q) of the Code) are subject to nondiscrimination limitations that are affected by contributions made by all other eligible employees. Each Employer makes contributions ("Salary Deferral Contributions") for each Member employed by such Employer in -9- 10 amounts equal to the amounts by which each such Member's Considered Compensation was reduced pursuant to his Salary Deferral Agreement. In addition, each Employer is required to make a matching contribution (an "Employer Matching Contribution") for each Member employed by such Employer in an amount equal to the lesser of 1.5% of such Member's Considered Compensation or 50% of such Member's Salary Deferral Contributions. Under certain circumstances, a Member may make additional Rollover Contributions and Voluntary Employee Contributions to the Trust. Salary Deferral Contributions, Employer Matching Contributions and Discretionary Employer Contributions made on behalf of each Member are credited to such Member's Salary Deferral Contribution Account, Employer Matching Contribution Account and Discretionary Employer Contribution Account, respectively. Each of such Accounts reflects the contributions, forfeitures and Investment Gain or Loss allocated to such Account. A Member's Discretionary Employer Contribution Account, Salary Deferral Contribution Account, Employer Matching Contribution Account, Rollover Contribution Account and Voluntary Employee Contribution Account are referred to collectively as a Member's Accounts. A summary of Members' Salary Deferral Contributions and a summary of Employer Matching Contributions for the Plan Year ended September 30, 1995, are as follows: -10- 11
Members' Salary Deferral Contributions for Plan Year Ended Employer September 30, 1995 - --------------------------- ---------------------------------- Daniel Industries, Inc. $ 166,145 Daniel Flow Products, Inc. 823,167 Daniel Industrial, Inc. 103,081 Daniel En-Fab Systems, Inc. 73,389 Daniel Valve Company 280,471 ---------- $1,446,253 ==========
Employer Matching Contributions for Plan Year Ended Employer September 30, 1995 - --------------------------- ----------------------------------- Daniel Industries, Inc. $ 43,833 Daniel Flow Products, Inc. 211,459 Daniel Industrial, Inc. 32,529 Daniel En-Fab Systems, Inc. 16,071 Daniel Valve Company 76,037 ---------- $ 379,929 ==========
Investments Prior to July 1, 1995, the Plan provided that assets that were held by the Plan as a result of Discretionary Employer Contributions and Voluntary Employee Contributions be invested and reinvested in investments specified in the Plan document. Assets held by the Plan as a result of Employer Matching Contributions were invested solely in the Company Stock Fund. The Plan further provided that assets that were held by the Plan as a result of Salary Deferral Contributions and Rollover Contributions be invested and reinvested in one or more of four investment funds: Equity Assets Fund, Fixed Income Assets Fund, Cash Equivalents Fund and Company Stock Fund. These funds were limited to certain categories of investments specified in the Plan document. The assets in each of the four funds could be held temporarily in cash -11- 12 or cash equivalents. Earnings from investments for each quarter were allocated among the Members' accounts in the proportion which the balance of each Member in each account at the beginning of the quarter bore to the total of all Members' balances in each such account at the beginning of the quarter. As amended, the Plan provides for assets held by the Plan as a result of Employer Matching Contributions to be invested in the Sponsor Stock Fund. Assets held by the Plan as of June 30, 1995, as a result of Discretionary Employer Contributions and previously invested in the Company Stock Fund shall be invested in the Sponsor Stock Fund. The Plan further provides that assets held by the Plan as a result of Salary Deferral Contributions, Discretionary Employer Contributions (except as specified above) and Rollover contributions shall be invested in such categories of assets as may be determined by the Administrative Committee. Such categories of assets currently include seven investment alternatives. Except for the Sponsor Stock Fund, all of the investment alternatives are mutual funds managed by Fidelity Management and Research Company. The mutual funds are as follows: Fidelity Retirement Government Money Market Portfolio Fidelity Intermediate Bond Fund Fidelity Growth and Income Portfolio Fidelity Puritan Fund Fidelity Blue Chip Growth Fund Fidelity Contrafund Earnings and losses on assets in the investment funds are allocated solely to the Account of the Member, or Beneficiary, on whose behalf the investment in the fund was made. -12- 13 Prior to July 1, 1995, each Member was required to designate the percentage of his share of Salary Deferral Contributions and Rollover Contributions to be invested in each of the available investment funds. The percentage that could be invested in any fund was 0%, 25%, 50%, 75% or 100%. A Member had the right to change the percentage of his share of Salary Deferral Contributions to be invested in a particular fund once during any calendar quarter. In addition, a Member had the right to change the percentage of the then present interest in his Salary Deferral Contribution Account and his Rollover Contribution Account that was invested in the respective funds once during any calendar quarter. These rights were exercised by notifying the Administrative Committee in writing. Any such change was effective on the first day of the calendar quarter occurring not less than 15 days following receipt of appropriate written instructions by the Administrative Committee. Members were eligible to participate in all four funds simultaneously. As amended, the Plan provides that each Member is required to designate the percentage of his share of Salary Deferral Contributions and Discretionary Employer Contributions and of his Rollover Contributions to be invested in each fund. The percentage to be invested in any fund may be any whole percentage. A Member has the right to change the percentage of his share of such contributions to be invested in a particular fund on any business day. In addition, a Member has the right to change the percentage of the then present interest in his Salary Deferral Contribution -13- 14 Account, Discretionary Employer Contribution Account (subject to limitations described above) and his Rollover Contribution Account to be invested in the respective funds on any business day. Members may participate in all funds simultaneously. These rights may be exercised by telephoning the Plan's Trustee. As Employer Matching Contributions are invested in the Sponsor Stock Fund, all Members who are eligible for such contributions become participants in such fund. Vesting A Member is always 100% vested in all of his Accounts except his Discretionary Employer Contribution Account. The balance in each Member's Discretionary Employer Contribution Account vests with such Member in 20% annual increments beginning with such Member's third employment anniversary date. Accordingly, Members are fully vested at the end of seven years. A Member's interest in the Discretionary Employer Contribution Account also becomes fully vested upon Retirement or upon death or Separation on account of Total and Permanent Disability. In addition, under the terms of the Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan Partial Termination Agreement, any Member whose employment is terminated as a result of the Company's Restructuring Plan announced on February 2, 1995, shall become fully vested in his Discretionary Employer Contribution Account. Non-vested amounts are forfeited upon termination of employment and are used to restore any accounts required to be restored. Any excess forfeited balances at the end of the Plan Year are allocated to remaining -14- 15 Members on the same basis used to allocate Discretionary Employer Contributions of the Employers as described above. Distributions and Withdrawals Upon the death, Total and Permanent Disability, or Retirement of a Member, or his termination of employment with his Employer, such Member or his validly designated Beneficiary is entitled to a distribution of the vested interest of the amount in the Member's Accounts net of any outstanding loans. Each Member who has completed five years of Vesting Service and who has given written notice to the Administrative Committee may withdraw a specified amount of his Discretionary Employer Contribution Account, but not in excess of 25% of his vested interest in such account. The number of such withdrawals available to a Member is limited to one prior to his completion of ten years of Vesting Service and one subsequent to his completion of ten years of Vesting Service. A Member who is suffering a qualifying financial hardship may file a written request with the Administrative Committee to withdraw from his Salary Deferral Contribution Account, Employer Matching Contribution Account and Rollover Contribution Account an amount necessary to ease his hardship. However, a Member is not entitled to make a financial hardship withdrawal of any earnings credited to the Member's Salary Deferral Contribution Account or of any Employer Matching Contributions or earnings credited to the Member's Employer Matching Contribution Account after December 31, 1988. -15- 16 Upon reaching age 55 and completing 25 years of service, a Member, upon giving written notice to the Administrative Committee, may make one withdrawal of an amount not in excess of the total balance in his Accounts other than his Salary Deferral Contribution Account. Upon reaching age 60 and completing 25 years of service, a Member, upon giving written notice to the Administrative Committee, may make one withdrawal of an amount not in excess of the total balance in his Accounts (exclusive of any Account(s) from which he made a prior withdrawal pursuant to this provision). Prior to July 1, 1995, for the purpose of receiving any of the distributions or making any of the withdrawals described above, a Member's Accounts were valued at the end of the Calendar Quarter next following the date a consent to or request for a distribution or withdrawal was given or made by the Member. Regarding distributions for which a Member's consent was not required, such Member's Accounts were valued at the end of the Calendar Quarter next following the date of such Member's death or other Separation. As amended, the Plan provides that, for the purpose of receiving a distribution or making a withdrawal, a Member's Accounts shall be valued on the Valuation Date coincident with the distribution or withdrawal. Coincident with the amendment and restatement of the Plan, the Administrative Committee determined that loans may be made to Members. A Member may borrow up to 50% of the vested interest in his Employer Matching Contribution Account, Salary Deferral Contribution Account and Rollover Contribution Account. The -16- 17 minimum amount that may be borrowed is $1,000 and the maximum is $50,000. A Member may have no more than one loan outstanding at any time. There were no loans outstanding at September 30, 1995. Subject to the limitations established by Section 401(a)(9) of the Code, distributions are payable in accordance with the Member's choice in cash or in kind, or both, in any one or a combination of the following manners: (i) in one lump sum; or (ii) in substantially equal periodic installments for a specified number of years not to exceed the greater of (a) 25 years or (b) the life expectancy of the Member or the joint and last survivor life expectancy of the Member and his spouse or other Beneficiary or (c) such shorter period as may result from the allocation of losses to his Accounts. Trustee and Investment Manager Prior to July 1, 1995, the Trustee under the Plan was Wachovia Bank of North Carolina, N.A. The Trustee's duties were to maintain custody of the assets of the Trust Fund, to invest and reinvest the assets of the Trust Fund subject to the instructions of the Administrative Committee, and, in accordance with the provisions of the Plan, to render certain reports to the Administrative Committee. The Trustee served as Trustee under the terms of the agreement relating to the Trust and the Plan, and had the right to vote the shares of the Company's common stock and other securities held in the Trust Fund, subject to instruction by the Administrative Committee. -17- 18 Effective July 1, 1995, Fidelity Management Trust Company was named Trustee of the Plan. Under the terms of the Plan, as amended, and/or the Trust Agreement between the Company and Fidelity Management Trust Company, the Trustee's duties are to maintain custody of the assets of the Trust Fund, to invest and reinvest the assets of the Trust Fund subject to the instruction of the Members and the terms of the Trust, and to perform certain ministerial, recordkeeping and administrative functions under the Plan. The Trustee is appointed by the Board of Directors of the Company and serves as Trustee under the terms of the Trust and the Plan until termination of the Trust, the resignation of the Trustee or the removal of the Trustee by the Board of Directors of the Company. In addition, the Trustee shall vote the shares of the Company's common stock and the shares of the mutual funds held by the Trust subject to instruction by the Members who have interests in the Sponsor Stock Fund and in the mutual funds. Prior to July 1, 1995, J. & W. Seligman & Co. Incorporated ("Seligman"), was the Plan's investment manager and made investment decisions regarding all of the Plan's investments except the Cash Equivalents Fund, the Company Stock Fund, Daniel Industries, Inc. common stock, cash and cash equivalents. William C. Morris, who was a member of the Company's Board of Directors, is Chairman of the Board of Directors and President of Seligman. Effective July 1, 1995, the assets of the Trust Fund were transferred to and placed under the management of Fidelity Investments Institutional Services Company ("Fidelity"). Fidelity makes investment decisions -18- 19 regarding all of the Plan's investments except the Sponsor Stock Fund. The investment manager is appointed by the Plan's Administrative Committee which reviews its performance. Termination of the Plan The Company currently intends to continue the Plan indefinitely, but it may terminate the Plan at any time, withdraw from the Plan, or amend it in whole or in part. Any Employer that has adopted the Plan may terminate the Plan with respect to itself by executing and delivering to the Trustee a notice of termination that specifies the date on which the Plan will terminate. If the Plan is terminated, all vested and non-vested amounts credited to the Accounts of each Member will be paid to such Member or his Beneficiary after payment of all expenses and adjustments. Note 2 - Significant Accounting Policies Basis of Presentation of Financial Statements The financial statements of the Plan are prepared on the accrual basis of accounting. Investments Investments are stated at fair market value as determined by quoted market prices. Any change in the fair market value of the common stock of the Company and other securities held and in the net asset value of each mutual fund is recorded in the Statement of Income and Changes in Plan Equity with Fund Information as an increase or decrease in unrealized appreciation or depreciation at year end. Dividends and interest income are recorded when earned -19- 20 in the case of the common stock of the Company and other securities, and when distributed in the case of the mutual funds. Administrative Expenses Through June 30, 1995, the Company paid all of the Plan's administrative expenses. Since July 1, 1995, a portion of the administrative expenses of the Plan was paid by the Plan and a portion of the administrative expenses was paid by the Plan participants. Note 3 - Member Distribution Obligations Distribution payments to members are recognized only upon payment. Obligations for distribution payments to Members are reflected as liabilities in the Form 5500 Annual Return/Report of Employee Benefit Plan. As of September 30, 1994, obligations for distribution payments to Members totalled $520,702. As a result of the amendments to the Plan described in Note 1, there were not considered to be any Member distribution obligations at September 30, 1995. Note 4 - Federal Income Tax Status Based on the design and current operation of the Plan, management believes that the Plan is qualified under Section 401(a), and, therefore, the Trust is exempt from taxation under Section 501(a) of the Code. The Internal Revenue Service granted a favorable letter of determination to the Plan on March 11, 1996. Generally, contributions to a qualified plan are deductible by the Company when made. Earnings -20- 21 of the Trust are tax exempt and Members are not taxed on their benefits until withdrawn from the Plan and not rolled over into another qualified plan or individual retirement account. Note 5 - Unrealized Appreciation (Depreciation) of Investments and Realized Gains (Losses) on Sale of Investments Unrealized appreciation (depreciation) of investments and realized gains (losses) on the sale of investments are determined on a historical cost basis. For purposes of presenting such information in the Plan's Form 5500 Annual Return/Report of Employee Benefit Plan, the current value method is used. Under the current value method, net realized gain on sales of investments of $2,229,101, and net unrealized appreciation of investments of $2,292,154 were incurred during the year ended September 30, 1995, as calculated and provided by the Plan's Trustee. Note 6 - Plan Holdings Which Represent 5% or More of Plan Equity Investments that represent 5% or more of the Plan's equity are as follows:
September 30, 1995 Fidelity Intermediate Bond Fund $14,276,177 Fidelity Growth & Income Portfolio 12,246,865 Daniel Industries Sponsor Stock Fund 7,411,099 Retirement Government Money Market Fund 2,905,429
-21- 22 Schedule 1 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF SEPTEMBER 30, 1995
(b) Identity of issue, (c) Description of investment including borrower, lessor maturity date, rate of interest, (e) Current (a) or similar party collateral, par or maturity value (d) Cost value - --- ---------------------- ------------------------------------------ ------------ ------------- Daniel Industries, Inc., Sponsor Stock Fund Common Stock $ 2,599,183 $ 7,411,099 Fidelity Contrafund Mutual Fund 46,249 46,475 Fidelity Blue Chip Growth Fund Mutual Fund 79,852 76,284 Fidelity Growth & Income Portfolio Mutual Fund 11,608,809 12,246,865 Fidelity Puritan Fund Mutual Fund 27,988 27,989 Fidelity Intermediate Bond Fund Mutual Fund 14,289,428 14,276,177 Fidelity Retirement Government Money Market Portfolio Mutual Fund 2,905,429 2,905,429 ----------- ----------- Plan Assets Held for Investment Purposes $31,556,938 $36,990,318 =========== ===========
23 Schedule 2 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED SEPTEMBER 30, 1995
(b) Description of asset (include (h) (a) interest (f) Current rate and Expense value of Identity maturity (c) (d) (e) incurred (g) asset on (i) of party in case Purchase Selling Lease with Cost transaction Net gain involved of a loan) price price rental transaction of asset date or (loss) - -------- ---------- ---------- --------- ------ ----------- ----------- ----------- -------- Wachovia Short-Term $30,772,078 $30,772,078 Bank of Investment North Fund Carolina Wachovia Short-Term $33,397,130 $33,397,130 Bank of Investment North Fund Carolina Wachovia US Treasury $ 2,538,250 $2,195,188 $ 2,538,250 $343,062 Bank of Bonds North Dtd 11/15/78 Carolina 8.75% 11/15/08-03 Wachovia US Treasury $ 5,791,406 $5,243,082 $ 5,791,406 $548,324 Bank of Notes North Dtd 2/15/90 Carolina 8.50% 2/15/2000 Fidelity Growth & $11,619,718 $11,619,718 Investments Income Fund Fidelity Inter- $14,325,626 $14,325,626 Investments mediate Bond Fund Fidelity Retirement $ 2,912,183 $ 2,912,183 Investments Government Money Market Fund
24 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-79399), including all Post-Effective Amendments thereto filed prior to the date of this consent, of Daniel Industries, Inc. of our report dated March 11, 1996, appearing on Page 3 of this Annual Report on Form 11-K. PRICE WATERHOUSE LLP Houston, Texas March 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----