-----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, PV8vnO62Czy7g1v9wg/fBMX2gb7CFFRSCrrVssbwy0a77o3SN0W2cGZmHEYHnT1i Z5wPjvsdeNcmuRTLPOYdOg== 0000028345-96-000006.txt : 19960701 0000028345-96-000006.hdr.sgml : 19960701 ACCESSION NUMBER: 0000028345-96-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DESOTO INC CENTRAL INDEX KEY: 0000028345 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 361899490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01915 FILM NUMBER: 96588188 BUSINESS ADDRESS: STREET 1: 16750 SOUTH VINCENNES ROAD STREET 2: BOX 5030 CITY: SOUTH HOLLAND STATE: IL ZIP: 60473 BUSINESS PHONE: 7083318822 MAIL ADDRESS: STREET 1: 16750 SOUTH VINCENNES ROAD CITY: SOUTH HOLLAND STATE: IL ZIP: 60473 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WALLPAPER INC DATE OF NAME CHANGE: 19731202 FORMER COMPANY: FORMER CONFORMED NAME: DESOTO CHEMICAL COATINGS INC DATE OF NAME CHANGE: 19670613 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K / X / Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 OR / / Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to ________ Commission file number 2-68923 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DeSoto Stock Ownership Plus Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DeSoto, Inc., 900 E. Washington St., Joliet, IL 60433 PAGE 2 DeSOTO, INC. THE DeSOTO STOCK OWNERSHIP PLUS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1995 AND 1994 EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004 TABLE OF CONTENTS Page No. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3 FINANCIAL STATEMENTS Statements of Net Assets Available for Plan Benefits - December 31, 1995 and 1994 4 Statements of Changes in Net Assets Available for Plan Benefits - Years Ended December 31, 1995 and 1994 5 NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 6 SUPPLEMENTAL SCHEDULES Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1995 14 Schedule II: Item 27d - Schedule of Reportable Transactions - Year Ended December 31, 1995 15 PAGE 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustees of the DeSoto Stock Ownership Plus Plan: We have audited the accompanying statements of net assets available for plan benefits of The DeSoto Stock Ownership Plus Plan as of December 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 and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 as of December 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying table of contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Chicago, Illinois, June 27, 1996 PAGE 4 THE DeSOTO STOCK OWNERSHIP PLUS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995 AND 1994 December 31, 1995 ------------------------------------------------------------------------ Participant Directed ------------------------------------------------------------- DeSoto, Inc. Money December 31, Loan Stock Market Equity Bond Balanced 1994 Fund Fund Fund Fund Fund Fund Combined Combined ------- -------- --------- --------- -------- -------- ---------- ---------- ASSETS: DUE FROM DeSOTO, INC. $ - $ 27,930 $ 9,656 $ 26,474 $ 7,548 $ 5,903 $ 77,511 $ 93,923 INTEREST RECEIVABLE - 9 2,372 6 2 4 2,393 2,938 LOANS RECEIVABLE 147,148 - - - - - 147,148 169,274 INVESTMENTS, AT MARKET - 91,930 486,944 972,699 126,973 93,037 1,771,583 1,651,983 -------- -------- -------- ---------- -------- ------- ---------- ---------- TOTAL ASSETS 147,148 119,869 498,972 999,179 134,523 98,944 1,998,635 1,918,118 TRANSFERS RECEIVABLE (PAYABLE) - 786 (452) 1,226 (1,546) (14) - - -------- -------- -------- ---------- -------- ------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $147,148 $120,655 $498,520 $1,000,405 $132,977 $98,930 $1,998,635 $1,918,118 ======== ======== ======== ========== ======== ======= ========== ========== The accompanying notes to financial statements and supplemental schedules are an integral part of these statements.
PAGE 5 THE DeSOTO STOCK OWNERSHIP PLUS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 Year Ended December 31, 1995 ------------------------------------------------------------------------ Participant Directed -------------------------------------------------------------- DeSoto, Inc. Money December 31, Loan Stock Market Equity Bond Balanced 1994 Fund Fund Fund Fund Fund Fund Combined Combined -------- -------- -------- ---------- -------- ------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, JANUARY 1 $169,274 $140,495 $674,165 $ 732,631 $132,371 $69,182 $1,918,118 $2,074,411 ADDITIONS: Participants' net deposits (79,407) 49,539 43,540 139,629 51,854 35,747 240,902 402,873 Company contribution - 26,371 5,066 17,894 5,080 4,435 58,846 62,560 Loan interest income - 2,708 1,004 4,840 1,454 832 10,838 8,070 Interest income - 244 35,371 83 97 109 35,904 30,190 Net appreciation depreciation) in market value of investments - 25,481 - 297,568 9,220 16,733 349,002 (212,860) -------- -------- -------- ---------- -------- ------- ---------- ---------- Total additions (79,407) 104,343 84,981 460,014 67,705 57,856 695,492 290,833 DEDUCTIONS: Withdrawals by participants 57,281 (49,518) (283,027) (240,048) (51,697) (47,966) (614,975) (447,126) -------- -------- -------- ---------- -------- -------- ---------- ---------- NET ADDITIONS (DEDUCTIONS) (22,126) 54,825 (198,046) 219,966 16,008 9,890 80,517 (156,293) INTERFUND TRANSFERS - (74,665) 22,401 47,808 (15,402) 19,858 - - -------- -------- -------- ---------- -------- ------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, DECEMBER 31 $147,148 $120,655 $498,520 $1,000,405 $132,977 $98,930 $1,998,635 $1,918,118 ======== ======== ======== ========== ======== ======= ========== ========== The accompanying notes to financial statements and supplemental schedules are an integral part of these statements.
PAGE 6 THE DeSOTO STOCK OWNERSHIP PLUS PLAN NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES YEARS ENDED DECEMBER 31, 1995 AND 1994 1. PLAN DESCRIPTION The following description of the DeSoto Stock Ownership Plus Plan and the related amendments ("the Plan") is provided for general purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The DeSoto Stock Ownership Plus Plan was established January 1, 1972 to provide eligible employees of DeSoto, Inc. (the "Company") the opportunity to make regular investments through payroll deductions and acquire a proprietary interest in the Company. In general, any full-time employee of the Company may participate in the Plan except for certain hourly rated employees. Prior to January 1, 1985, funds from employee deposits and Company contributions were used to purchase stock of the Company through private sales or in the open market. Effective January 1, 1985, the DeSoto Stock Ownership Plan was amended, in part, to (i) increase employer contributions to the Plan, (ii) enable the participants to determine in which of the several investment funds described below their deposits will be invested, and (iii) comply with the requirements of Section 401(k) of the Internal Revenue Code. As part of the amendments, the name of the Plan was changed to The DeSoto Stock Ownership Plus Plan (the "Plan"). Effective January 1, 1987, the Plan was amended, in part, to (i) permit Plan participants who are at least 55 years of age to transfer all or a portion of their account balance which is invested in the DeSoto Stock Fund to the Interest Income Fund, and (ii) liberalize the provisions under which participants may borrow money from the Plan. Effective January 1, 1989, the Plan was amended, in part, to (i) split the Interest Income Fund between a Money Market Fund and Bond Fund; participants were required to allocate the balance in their Interest Income Fund account between the two funds (ii) ease restrictions on transfers between investment funds, (iii) change the definition of valuation date for purposes of valuing a participant's account, and (iv) conform to certain changes in the Internal Revenue Code. The plan was amended, effective January 1, 1990, to permit participants who terminated employment with the Company during 1990 either (i) due to the Company's sale of a division or location, or (ii) under circumstances which permitted the participant to receive severance benefits under the Company's severance program, to be credited with a Company matching contribution determined as if the participant was employed by the Company on December 31, 1990. Effective June 1, 1990, the plan was amended (i) to require that Common Stock be distributed in kind to all participants and beneficiaries who receive distributions from the plan, and (ii) to modify the method in which Common Stock is valued within a participant's account. PAGE 7 Effective January 1, 1991, the plan was amended to permit participants who terminated employment with the Company during 1991 either (i) due to the Company's sale of a division or location, or (ii) under circumstances which permitted the participant to receive severance benefits under the Company's severance program, to be credited with a Company matching contribution determined as if the participant was employed by the Company on December 31, 1991. Effective October 1, 1994, the Plan was amended to permit participation by any full-time employee as of the first day of the month coincident with or immediately following their date of hire. Company contributions allocated to a participants account, however, do not vest until the employee completes one year of continuous service. Effective January 1, 1995, the Plan was amended to permit participation by any full-time employee as of the first day of the calendar quarter coincident with or immediately following their date of hire. The Plan was further amended as of January 1, 1995 to add a Balanced Fund which may be invested in stocks, bonds, money markets and other investment vehicles. In addition, the Plan was amended to permit participants to invest the Company contribution according to their direction; previously, Company contributions were deposited in the DeSoto, Inc. Stock Fund. The Company has established the DeSoto Stock Ownership Plus Trust to implement and carry out the purposes of the Plan. This Trust has been designated by the Company as part of the Plan. The custodian of the Plan assets is Bank of America Illinois. The Company acts as the Plan Administrator. The Company pays substantially all of the Plan's administrative costs. Under the amended Plan, in general, each eligible participant may elect to make before-tax deposits to the Plan, equal to any whole percentage, from 2% to 10%, of compensation. In addition, each participant may make deposits to the Plan, in after-tax dollars, equal to any whole percentage, from 1% to 10%, of compensation. Participants' deposits are 100% vested. The Company contributes to the Plan, in cash or Company common stock, for the account of each employee who was a participant on the last day of the year and of each employee (other than one employed pursuant to a collective bargaining agreement) whose participation terminated during the year on account of death, disability or retirement, an amount equal to 30% of such participant's before-tax deposits for such year of up to 5% of compensation. Participants vest in their share of the Company's contributions upon completion of one year of continuous service. A participant may discontinue deposits at any time without terminating participation in the Plan, and may resume deposits as of any subsequent January 1. Participant deposits and Company contributions may be invested, at the election of each participant, in one or more of the following investment funds maintained under the amended DeSoto Stock Ownership Plus Trust. I. The DeSoto, Inc. Stock Fund which is invested in common stock of the Company to the extent reasonably practical and in short-term income investments. II. The Money Market Fund which is invested in certificates of deposit, short-term income investments, and money market mutual funds and other common or collective investment vehicles. PAGE 8 III. The Equity Fund which is invested in common and preferred stock of corporations other than the Company and its affiliates, short-term income investments, and mutual funds and other common or collective investment vehicles which invest primarily in equity securities. IV. The Bond Fund which is invested in obligations issued by the United States of America or an agency or instrumentality thereof, bonds, debentures, and other debt instruments of corporations other than the Company and its affiliates, certificates of deposit, short-term income investments, so-called guaranteed interest and principal insurance contracts, and mutual funds and other common or collective investment vehicles which invest primarily in debt instruments. In 1994 and 1995, this fund was invested solely in guaranteed investment contracts. V. The Balanced Fund is invested in stocks, bonds, money markets and other investment vehicles. The investments include a blend of common and preferred stock of domestic and foreign corporations, obligations issued by the United States of America or an agency or instrumentality thereof, bonds, debentures, other debt instruments of corporations, certificates of deposit, securities issued by the U.S. Government, U.S. dollar denominated obligations issued by U.S. banks, U.S. dollar denominated commercial paper and short-term corporate obligations, repurchase agreements and other common or collective investment vehicles which make such investments. A Participant's eligibility to make contributions to the Plan or receive an allocation of the Company contribution ceases upon (i) termination of employment due to resignation or dismissal, and (ii) complete withdrawal due to hardship or in anticipation of retirement, as determined under the terms of the Plan. After termination of participation, the former participant will receive payment of the number of full shares of Company stock credited to the participant's account and an amount equal to the value of the remaining portion of the account not previously withdrawn, as of the date of termination. In the case of a participant who terminates employment on account of death, disability, or retirement, a share of the Company contribution for the year of termination will also be granted. Under certain circumstances, at the complete discretion of the Trustees of the DeSoto Stock Ownership Plus Trust, participants may withdraw all or a portion of the value of their account in the Plan prior to termination of employment. In addition, under certain circumstances, the Trustees may permit the Plan to make loans to participants. The maximum amount of the loans, plus interest due thereon over the term of the indebtedness, cannot be less than $1,000 nor more than the lesser of $50,000 or one-half of the participant's account balance at the time of the loan. For purposes of the financial statements, a loan to a participant is treated as an asset of the Loan Fund. Loans to participants typically range from one to five years in length. Loans to be used by the participant for the purchase of a dwelling may be repaid over a maximum of ten years. The rate of interest charged on a loan is equivalent to the prime rate charged by Bank of America Illinois on the rirst day of the calendar quarter during which the loan application is approved. Loan repayments are made by payroll deduction on a semi-monthly or weekly basis. PAGE 9 Payments to a participant or beneficiary attributable to a participant's sub-account in the Equity Fund, the Money Market Fund, the Bond Fund and the Balanced Fund are made in cash. Payments to a participant or beneficiary attributable to a participant's sub-account in the DeSoto Stock, Inc. Fund may be made, at the discretion of the Trustees, in whole or in part in Company stock or in cash prior to June 1, 1990 and in Company stock thereafter pursuant to the June 1, 1990 Plan amendment. 2. ACCOUNTING POLICIES - The financial statements are presented on the accrual basis of accounting. - Investments are valued at the closing market price on the last day of the year. The Plan adopted the provisions of AICPA Statement of Position 94-4 relating to investment contracts for the 1995 Plan year. The adoption did not have a material effect on the financial statements. Investments of the Bond Fund are in the Bank of America GIC Fund and are valued at market value. This Fund invests in fully benefit-responsive investment contracts. These contracts are valued at contract value which approximates fair value. Under the terms of the investment contracts, the interest rate may be fixed or it may be a floating rate. The aggregate average yield of the investment contracts for the year ended December 31, 1995 was 6.6%. The aggregate interest rate for the investment contracts as of December 31, 1995 was 6.6%. - Net realized and unrealized gains and losses for the period are reflected in the Statement of Changes in Net Assets Available for Plan Benefits (see Note 5 of Notes to Financial Statements and Supplemental Schedules). The net realized gain or loss is calculated as the difference between proceeds received and the fair value of investments on the first day of the Plan year or the acquisition date if purchased during the Plan year. Unrealized gain or loss is calculated as the difference between fair value at the end of the Plan year and the fair value of investments at the beginning of the Plan year or the acquisition date if purchased during the Plan year. - Investment purchases and sales are recorded on the accrual basis. - Interest and dividend income are recorded on the accrual basis. - The financial statements have been prepared in accordance with generally accepted accounting principles and necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those estimates. 3. PRIORITIES UPON TERMINATION OF THE PLAN Although the Company expects to continue the Plan permanently, the Company may, at any time, terminate the Plan. Upon termination, any unallocated income and appreciation or depreciation in the current value of the investments shall be allocated among the individual accounts of the Plan participants. All participant account balances will be distributed to participants within a reasonable time after the date of termination. PAGE 10 4. INVESTMENTS Bank of America Illinois, custodian of the Plan assets, held the Plan's investments and executed transactions therein. The fair market values of individual assets that represent 5% or more of the Plan's net assets as of December 31, 1995 and 1994 are as follows: December 31 ------------------------------------------------------ 1995 1994 ----------------------- ------------------------ Cost Market Value Cost Market Value --------- ------------ ---------- ------------ DeSoto, Inc. Stock Fund: DeSoto, Inc. Common Stock $ 98,170 $ 89,061 $ 279,378 $ 140,075 Bank of America Short-Term Investment Fund 2,869 2,869 - - ---------- ---------- ---------- ---------- Total DeSoto, Inc. Stock Fund 101,039 91,930 279,378 140,075 Money Market Fund: Bank of America Short-Term Investment Fund 486,944 486,944 599,244 599,244 Equity Fund: Bank of America Equity Fund 749,615 968,890 778,684 758,173 Bank of America Short Term Investment Fund 3,809 3,809 - - ---------- --------- ---------- ---------- Total Equity Fund 753,424 972,699 778,684 758,173 Bond Fund: Bank of America GIC Fund 126,953 125,381 98,461 100,924 Bank of America Short-Term Investment fund 1,592 1,592 - - ---------- ---------- ---------- ---------- Total Bond Fund 128,545 126,973 98,461 100,924 Balanced Fund: Bank of America Balanced Fund 78,901 91,103 54,424 53,556 Bank of America Short-Term Investment Fund 1,934 1,934 11 11 ---------- ---------- ---------- ---------- Total Balanced Fund 80,835 93,037 54,435 53,567 ---------- ---------- ---------- ---------- Total $1,550,787 $1,771,583 $1,810,202 $1,651,983 ========== ========== ========== ==========
PAGE 11 5. UNREALIZED AND REALIZED MARKET ACTIVITY Year Ended December 31 1995 1994 DeSoto, Inc. Stock Fund: Unrealized net (depreciation) in fair market value of investments $ (9,109) $(139,303) Net realized gain (loss) on sale of investments 34,590 (78,015) --------- --------- Total 25,481 (217,318) --------- --------- Equity Fund: Unrealized net appreciation (depreciation) in fair market value of investments 219,275 (20,511) Net realized gain on sale of investments 78,293 21,166 --------- --------- Total 297,568 655 --------- --------- Bond Fund: Unrealized net (depreciation) appreciation in fair market value of investments (1,572) 2,463 Net realized gain on sale of investments 10,792 2,588 --------- --------- Total 9,220 5,051 --------- --------- Balanced Fund: Unrealized net appreciation (depreciation) in fair market value of investments 12,202 (868) Net realized gain (loss) on sale of investments 4,531 (380) --------- --------- Total 16,733 (1,248) --------- --------- Total $ 349,002 $(212,860) ========= ========= Year Ended December 31 1995 1994 Unrealized market appreciation (depreciation) $220,796 $(158,219) Realized market appreciation(depreciation) 128,206 (54,641) -------- --------- Total $349,002 $(212,860) ======== ========= PAGE 12 6. RECONCILIATION TO FORM 5500 As of December 31, 1995 and 1994, the Plan had $62,613 and $119,478, respectively, of pending distributions to participants who elected to withdraw from the operations and earnings of the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the financial statements in accordance with generally accepted accounting principles. The following table reconciles net assets available for Plan benefits per the financial statements to the Form 5500 as filed by the Company for the years ended December 31, 1995 and 1994. Net Assets Available for Plan Benefits December 31, 1995 1994 ---- ---- Per financial statements $1,998,635 $1,918,118 Accrued benefit payments 62,613 119,478 ---------- ---------- Per Form 5500 $1,936,022 $1,798,640 ========== ========== The following table reconciles withdrawals by participants per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1995: Withdrawals by participants per the financial statements $ 614,975 Amounts allocated to withdrawing participants at December 31, 1995 62,613 Reversal of amounts allocated to withdrawing participants at December 31, 1994 (119,478) ---------- Per Form 5500 $ 558,110 ========== 7. INTERNAL REVENUE SERVICE TAX STATUS The plan obtained its latest determination letter on June 12, 1986, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The plan has been amended since receiving the determination letter. However, the plan administrator and the plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the plan was qualified and the related trust was tax-exempt as of the financial statement date. An application for determination was submitted to the Internal Revenue Service on March 29, 1995. PAGE 13 On June 27, 1996, the Company and Keystone Consolidated Industries, Inc. announced that they have signed a definitive agreement, approved by their respective Boards of Directors, providing for a merger of the two companies, with DeSoto becoming a wholly-owned subsidiary of Keystone. The proposed merger would involve an exchange of all of DeSoto's approximately 4.7 million shares of outstanding common stock for 3.5 million shares of Keystone common stock, in a tax-free transaction, with DeSoto stockholders receiving .7465 of a share of Keystone stock for each share of DeSoto stock. The merger is subject to certain conditions, including approval by the shareholders of both companies, the requisite governmental review, and Keystone's obtaining the additional financing necessary to consummate the merger. The merger also provides a payment arrangement to DeSoto's outstanding trade creditor obligations. Keystone's majority shareholder and parties holding approximately 22% of DeSoto voting shares have entered into agreements committing to vote for approval of the merger. * * * * * * PAGE 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DeSOTO STOCK OWNERSHIP PLUS PLAN (Name of Plan) William Spier ------------------------------ William Spier, Trustee June 27, 1996 - ------------------------------ Date PAGE 15 SCHEDULE I DeSOTO, INC. DeSOTO STOCK OWNERSHIP PLUS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004 Identity of Issuer Description of Investment Cost Market Value - ------------------ ------------------------- ---- ------------ *DeSoto, Inc. Common Stock $ 98,170 $ 89,061 *Bank of America Short-Term Investment Fund Cash Equivalents 497,148 497,148 *Bank of America Equity Fund Common Stock Fund 749,615 968,890 *Bank of America GIC Fund Guaranteed Investment Contracts 126,953 125,381 *Bank of America Balanced Fund Stocks, Bonds and Money Market Instruments 78,901 91,103 Participant Loans Loans to Participants at Prime Rate (lowest rate: 6.0%, highest rate: 9.0%) - 147,148 ---------- ---------- $1,550,787 $1,918,731 ========== ========== *Represents a party in interest transaction for the year ended December 31, 1995.
PAGE 16 SCHEDULE II DeSOTO, INC. DeSOTO STOCK OWNERSHIP PLUS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004 Purchases Sales ---------------------- ---------------------------------------------- Number of Purchase Number of Selling Cost of Net Gain Identity of Party Involved Description of Assets Transactions Price Transactions Price Assets (Loss) - ---------------------------- --------------------- ------------ ------- ------------ ------- ----------- --------- *Bank of America Equity Fund Common Stock 27 $ 240,146 23 $ 326,996 $ 248,703 $78,293 *Bank of America Short-Term Investment Fund Cash Equivalents 211 1,169,033 133 1,271,141 1,271,141 - *Bank of America GIC Fund Guaranteed Investment Contracts 26 214,092 18 198,855 188,063 10,792 *DeSoto, Inc. Common Stock - - 14 161,167 126,577 34,590 *Represents a party in interest transaction for the year ended December 31, 1995.
DeSOTO, INC. AND SUBSIDIARIES EXHIBIT INDEX 1 - Consent of Arthur Andersen LLP EXHIBIT 1 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 DeSoto, Inc. previously filed Registration Statement File No. 2-68923. ARTHUR ANDERSEN LLP Chicago, Illinois, June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----