-----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, UgQrR6LWKFmO5OFny4qPj8CxrMZfUc9qHbN7gEMplriiiuAH3B3qrmIso8MSLDlW CuFsdewBfWrM6eHlD0om6A== 0000897069-94-000054.txt : 19940331 0000897069-94-000054.hdr.sgml : 19940331 ACCESSION NUMBER: 0000897069-94-000054 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19930930 FILED AS OF DATE: 19940328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOODS CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: 2000 IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 34 SEC FILE NUMBER: 001-07626 FILM NUMBER: 94518327 BUSINESS ADDRESS: STREET 1: P O BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 10-K/A 1 FORM 10-K/A FOR UNIVERSAL FOODS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 1993 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________________ to __________________ Commission File Number 1-7626 UNIVERSAL FOODS CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0561070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 433 East Michigan Street Milwaukee, Wisconsin 53202 (Address of principal (Zip Code) executive offices) (414) 271-6755 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT Title of each class Name of each exchange on which registered Common Stock, $.10 par value Associated Common Share New York Stock Exchange, Inc. Purchase Rights SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for at least the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ] Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of December 10, 1993: 26,978,325 shares of Common Stock, $.10 par value, including 515,710 treasury shares. Aggregate market value of Universal Foods Corporation Common Stock, excluding treasury shares, held by non-affiliates as of December 10, 1993, was $822,124,674. Documents Incorporated By Reference 1. Portions of Universal Foods Corporation 1993 Annual Report to Shareholders (Parts I, II and IV of Form 10-K) 2. Portions of Universal Foods Corporation Notice of Annual Meeting and Proxy Statement dated December 17, 1993 (Parts II and III of Form 10-K) The undersigned Registrant hereby amends Item 14 of its Annual Report on Form 10-K for the fiscal year ended September 30, 1993 to provide in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Documents filed: 1. and 2. Financial Statements and Financial Statement Schedules. (See following "List of Financial Statements and Financial Statement Schedules.") 3. Exhibits. (See Exhibit Index on the last page of this report.) (No instruments defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries are filed herewith because no long-term debt instrument authorizes securities exceeding 10% of the total consolidated assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.) (b) Reports on Form 8-K: None. List of Financial Statements and Financial Statement Schedules Page Reference in 1993 Annual Report to Shareholders 1. FINANCIAL STATEMENTS (a) Universal Foods Corporation Financial Statements The following consolidated financial statements of Universal Foods Corporation and Subsidiaries are incorporated by reference to the Annual Report to Shareholders for the year ended September 30, 1993. Independent Auditors' Report 33 Consolidated Balance Sheets - September 30, 1993 and 1992 24 Consolidated Earnings - years ended September 30, 1993, 1992 and 1991 23 Consolidated Shareholders' Equity - years ended September 30, 1993, 1992 and 1991 25 Consolidated Cash Flows - years ended September 30, 1993, 1992 and 1991 26 Notes to Consolidated Financial Statements 27-32 Page of this Form 10-K/A (b) Universal Foods Corporation Retirement Employee Stock Ownership Plan Financial Statements Independent Auditors' Report Statements of Net Assets Available for Benefits - September 30, 1993 and 1992 Statements of Changes in Net Assets Available for Benefits - years ended September 30, 1993 and 1992 Statements of Net Assets Available for Benefits - September 30, 1993 and 1992 and Statements of Changes in Net Assets Available for Benefits - years ended September 30, 1993 and 1992 for the following funds: Fixed Income Fund Universal Foods Common Stock Fund Notes to Financial Statements Supplemental Schedules Furnished Pursuant to Department of Labor's Rules and Regulations Item 27a - Schedules of Assets Held for Investment Purposes Item 27b - Schedule of Reportable Transactions All other schedules are omitted because they are inapplicable (c) Universal Foods Corporation Savings Plan Financial Statements Independent Auditors' Report Statements of Net Assets Available for Benefits - September 30, 1993 and 1992 Statements of Changes in Net Assets Available for Benefits - years ended September 30, 1993 and 1992 Statements of Net Assets Available for Benefits - September 30, 1993 and 1992 and Statements of Changes in Net Assets Available for Benefits - years ended September 30, 1993 and 1992 for the following funds: Fixed Income Fund Equity Fund Government Securities Fund Universal Foods Common Stock Fund Loan Fund Notes to Financial Statements Supplemental Schedules Furnished Pursuant to Department of Labor's Rules and Regulations: Item 27a - Schedule of Assets Held for Investment Purposes Item 27d - Schedule of Reportable Transactions All other schedules are omitted because they are inapplicable. 2. FINANCIAL STATEMENT SCHEDULES Page Reference in Form 10-K Independent Auditors' Report 16 Schedule V - Property, Plant and Equipment 17 Schedule VI - Accumulated Depreciation and Amortization of Plant and Equipment 18 Schedule VIII - Valuation and Qualifying Accounts and Reserves 19 Schedule IX - Short-Term Borrowings 20 Schedule X - Supplemental Earnings Statement Information 21 All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN YEARS ENDED SEPTEMBER 30, 1993 AND 1992 Independent Auditors' Report The Administrative Committee Universal Foods Corporation Retirement Employee Stock Ownership Plan Milwaukee, Wisconsin 53201 We have audited the accompanying statements of net assets available for benefits of Universal Foods Corporation Retirement Employee Stock Ownership Plan as of September 30, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of Universal Foods Corporation Retirement Employee Stock Ownership Plan as of September 30, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental statements by fund are presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. The supplemental schedules are also presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental statements and supplemental schedules are the responsibility of the Plan's management. Such supplemental statements by fund and 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 when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche March 4, 1994 UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS September 30, 1993 1992 ASSETS: Cash (overdraft) $ (168) Investments (Note C) $45,600,990 41,980,803 Contribution receivable from Universal Foods Corporation 3,451,363 2,634,859 Dividends and interest receivable 72,908 48,494 __________ __________ Total assets 49,125,261 44,663,988 ========== ========== LIABILITIES: Interest payable 6,842 10,688 Notes payable (Note D) 2,200,000 3,700,000 __________ __________ Total liabilities 2,206,842 3,710,688 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $46,918,419 $40,953,300 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended September 30, 1993 1992 Investment income: Dividends on Universal Foods Corporation common stock $ 1,017,530 $ 953,054 Interest and other dividends 459,642 493,019 Net appreciation (depreciation) in fair value of Universal Foods Corporation common stock 2,832,821 (7,991,228) Contributions: Universal Foods Corporation 4,977,212 4,760,198 Transfers from terminated defined benefit pension plans 19,250 Transfers from other plans 3,440 Reimbursed commission expenses 1,006 2,003 __________ __________ Total additions 9,288,211 (1,760,264) __________ __________ Withdrawals and terminations paid in: Cash (2,800,685) (3,032,700) Stock (356,118) (390,124) Interest expense (166,208) (283,718) Other expenses (81) (600) __________ __________ Total deductions (3,323,092) (3,707,142) __________ __________ Net increase (decrease) 5,965,119 (5,467,406) Net assets available for benefits: Beginning of year 40,953,300 46,420,706 __________ __________ End of year $46,918,419 $40,953,300 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS FIXED INCOME FUND September 30, 1993 1992 ASSETS: Cash $ 41,415 Investments (Note C) $6,917,268 6,494,257 Contribution receivable from Universal Foods Corporation 507,788 480,442 Interest receivable 72,594 48,310 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $7,497,650 $7,064,424 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FIXED INCOME FUND Year ended September 30, 1993 1992 Interest income $ 457,301 $ 483,411 Contributions: Universal Foods Corporation 507,788 521,819 Transfers from terminated defined benefit pension plans 8,802 Transfers from other plans 1,363 Net interfund transfers 386,464 128,977 __________ __________ Total additions 1,351,553 1,144,372 __________ __________ Withdrawals and terminations paid in cash (918,327) (1,504,378) __________ __________ Net increase (decrease) 433,226 (360,006) Net assets available for benefits Beginning of year 7,064,424 7,424,430 __________ __________ End of year $7,497,650 $7,064,424 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS UNIVERSAL FOODS COMMON STOCK FUND September 30, 1993 1992 ASSETS: Cash (overdraft) $ (41,583) Investments (Note C) $38,683,722 35,486,546 Contribution receivable from Universal Foods Corporation 2,943,575 2,154,417 Dividends and interest receivable 314 184 __________ __________ Total assets 41,627,611 37,599,564 ========== ========== LIABILITIES: Interest payable 6,842 10,688 Notes payable (Note D) 2,200,000 3,700,000 __________ _________ Total liabilities 2,206,842 3,710,688 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $39,420,769 $33,888,876 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS UNIVERSAL FOODS COMMON STOCK FUND Year ended September 30, 1993 1992 Investment Income: Dividends on Universal Foods Corporation common stock $ 1,017,530 $ 953,054 Interest and other dividends 2,341 9,608 Net appreciation (depreciation) in fair value of Universal Foods Corporation common stock 2,832,821 (7,991,228) Contributions: Universal Foods Corporation 4,469,424 4,238,379 Transfers from terminated defined benefit pension plans 10,448 Transfers from other plans 2,077 Reimbursed commission expenses 1,006 2,003 __________ __________ Total additions 8,323,122 (2,775,659) __________ __________ Withdrawals and terminations paid in: Cash (1,882,358) (1,528,322) Stock (356,118) (390,124) Interest expense (166,208) (283,718) Net interfund transfers (386,464) (128,977) Other expenses (81) (600) __________ __________ Total deductions (2,791,229) (2,331,741) __________ __________ Net increase (decrease) 5,531,893 (5,107,400) Net assets available for benefits: Beginning of year 33,888,876 38,996,276 __________ __________ End of year $39,420,769 $33,888,876 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS Years ended September 30, 1993 and 1992 Note A - Accounting Principles: The accounts of the Plan are maintained on an accrual basis. Assets of the Plan are valued at fair or contract value. Administrative expenses incurred by the Plan are paid by Universal Foods Corporation ("the Company") on behalf of the Plan or from Plan assets as determined by the Benefits Administrative Committee. Note B - Description of the Plan: The Universal Foods Corporation Retirement Employee Stock Ownership Plan was adopted September 8, 1988. Substantially all domestic employees are eligible to participate in the Plan. The Company makes annual contributions to the Plan which range from 6% to 10% of the participant's eligible compensation. The contributions are invested primarily in common stock of the Company. Although participant contributions are not permitted under the Plan, eligible participants in the Company's terminated defined benefit plans were given the right to transfer the value of their pension benefits to the Plan. Amounts transferred were invested as directed by the participants in accordance with the Plan and are fully vested. Company contributions become vested after five years of credited service with the Company or upon termination due to death or disability. Plan assets may be invested in any type of investment that is legally permitted for employee retirement plans. However, the plan assets are invested primarily in common stock of the Company. Participants who are 35 years or older may elect to have a portion of their account invested in the Fixed Income Fund. Assets of the Fixed Income Fund are invested primarily in guaranteed insurance contracts. The Plan may be terminated by the Company at any time. In the event of termination, participants become fully vested. Note C - Investments: Investments are summarized as follows: September 30, 1993 1992 Investments as determined by quoted market price - Universal Foods Corporation common stock $38,673,401 $35,432,046 Investments as determined by contract value - Guaranteed insurance contracts 1,500,000 1,633,333 Investments as determined by withdrawal value from pooled investment funds: Money market funds 10,471 1,011,500 GIC funds 5,417,118 3,903,924 __________ __________ $45,600,990 $41,980,803 ========== ========== Investments and guaranteed insurance contracts held which exceeded 5% of net assets available for benefits were as follows: Fair Value Issuer Description At September 30, 1993 1992 Universal Foods Common stock Corporation $38,673,401 $35,432,046 Marshall & Ilsley M&I Stable Trust Co. Principal Fund (formerly M&I Employee Benefit GIC Fund) 5,417,118 3,903,924 Plan investments include Universal Foods Corporation Common Stock aggregating $3,074,000 and $4,839,000 at September 30, 1993 and 1992, respectively which has not been allocated to plan participants. (See Note D) Note D - Notes Payable The proceeds of the notes payable were used to purchase Universal Foods Corporation common stock. The notes aggregating $2,200,000 and $3,700,000, as of September 30, 1993 and 1992, respectively, are held by a third party lender and guaranteed by the Company. The notes bear interest at 75% of the bank's prime rate (4.5% at September 30, 1993). Principal payments of $2,200,000 are due in 1995. Note E - Income Tax Status: Universal Foods Corporation has a determination letter from the Internal Revenue Service stating that the Plan qualifies under Section 401 of the Internal Revenue Code of 1986, as amended; and as such the Plan is exempt from Federal income tax, and amounts contributed by Universal Foods Corporation are not taxed to the employee until a distribution from the Plan is received. In addition, any shares of Universal Foods Corporation common stock distributed to an employee upon termination of employment are not taxed to the employee until the time of disposition of such shares. SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO DEPARTMENT OF LABOR'S RULES AND REGULATIONS UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1993 Number of Shares or Fair or Face Contract Amount Description Cost Value 1,141,650 Universal Foods Corporation Common Stock $29,846,469 $38,673,401 10,471 Marshall Money Market Fund 10,471 10,471 5,417,118 M&I Stable Principal Fund (formerly M&I Employee Benefit GIC Fund) 5,417,118 5,417,118 Guaranteed Insurance Contracts: 500,000 Confederation Life Guaranteed Insurance Contract, 9.03%, due 8/22/94 500,000 500,000 500,000 Commonwealth Life Guaranteed Insurance Contract, 8.98%, due 9/28/94 500,000 500,000 500,000 SafeCo Life Guaranteed Insurance Contract, 8.63%, due 10/26/93 500,000 500,000 __________ __________ Total Guaranteed Insurance Contracts 1,500,000 1,500,000 __________ __________ $36,774,058 $45,600,990 ========== ========== UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED SEPTEMBER 30, 1993 Cost of Identity of Issuer Purchase Selling Assets Net Gain and Description Price Price Sold (Loss) Series of Transactions: Universal Foods Corporation Common Stock 69 Purchases $3,031,420 111 Sales $2,266,767 $1,787,675 $479,092 M&I Employee Benefit Money Market Fund 24 Purchases 1,178,004 37 Sales 2,189,504 2,189,504 -0- Marshall Money Market Fund 152 Purchases 5,137,689 212 Sales 5,127,218 5,127,218 -0- UNIVERSAL FOODS CORPORATION SAVINGS PLAN YEARS ENDED SEPTEMBER 30, 1993 AND 1992 Independent Auditors' Report The Administrative Committee Universal Foods Corporation Savings Plan Milwaukee, Wisconsin 53201 We have audited the accompanying statements of net assets available for benefits of Universal Foods Corporation Savings Plan as of September 30, 1993 and 1992, and the related statements of changes in net assets available for 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 also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of Universal Foods Corporation Savings Plan as of September 30, 1993 and 1992, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental statements by fund are presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. The supplemental schedules are also presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental statements and supplemental schedules are the responsibility of the Plan's management. Such supplemental statements and 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 when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche March 4, 1994 UNIVERSAL FOODS CORPORATION SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS September 30, 1993 1992 ASSETS: Cash (overdraft) $ (17,809) Investments (Note D) $50,076,654 44,455,945 Receivable from Universal Foods Corporation: Contributions 2,266,458 2,000,000 Employee deposits 41,342 168,555 __________ __________ 2,307,800 2,168,555 Dividends and interest receivable 96,542 99,328 __________ __________ Total assets 52,480,996 46,706,019 LIABILITIES - Benefits payable (Note E) 22,064 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $52,480,996 $46,683,955 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended September 30, 1993 1992 Investment income: Dividends on Universal Foods Corporation Common Stock $ 601,955 $ 509,813 Interest and other dividends 1,191,876 1,051,380 Net appreciation (depreciation) in fair value of investments (Note D) 1,707,549 (3,916,471) Contributions: Participants 3,975,702 3,662,854 Universal Foods Corporation 2,266,458 2,000,000 Transfer from other plans (Note B) 3,932,660 __________ __________ Total additions 9,743,580 7,240,236 __________ __________ Withdrawals and terminations paid in: Cash (3,441,934) (2,292,545) Stock (310,406) (253,551) Expenses (194,199) (156,252) __________ __________ Total deductions (3,946,539) (2,702,348) __________ __________ Net increase 5,797,041 4,537,888 Net assets available for benefits: Beginning of year 46,683,955 42,146,067 __________ __________ End of year $52,480,996 $46,683,955 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS FIXED INCOME FUND September 30, 1993 1992 ASSETS: Cash (overdraft) $ (4,430) Investments (Note D) $11,186,927 10,693,893 Receivable from Universal Foods Corporation - Employee deposits 12,701 30,930 Interest receivable 73,530 85,239 __________ __________ Total assets 11,273,158 10,805,632 LIABILITIES - Benefits payable (Note E) 2,725 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $11,273,158 $10,802,907 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FIXED INCOME FUND Year ended September 30, 1993 1992 Interest income $ 700,973 $ 704,756 Contributions - Participants 1,069,099 1,024,510 Transfer from other plans (Note B) 700,881 Net interfund transfers 231,179 __________ __________ Total additions 2,001,251 2,430,147 __________ __________ Withdrawals and terminations paid in cash (1,463,979) (683,068) Expenses (67,021) (53,310) Net interfund transfers (155,547) __________ __________ Total deductions (1,531,000) (891,925) __________ __________ Net increase 470,251 1,538,222 Net assets available for benefits: Beginning of year 10,802,907 9,264,685 __________ __________ End of year $11,273,158 $10,802,907 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS EQUITY FUND September 30, 1993 1992 ASSETS: Cash $ 51 Investments (Note D) $9,667,056 8,699,701 Receivable from Universal Foods Corporation - Employee deposits 6,634 39,810 Dividends and interest receivable 22 485 __________ __________ Total assets 9,673,712 8,740,047 LIABILITIES - Benefits payable (Note E) 3,313 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $9,673,712 $8,736,734 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS EQUITY FUND Year ended September 30, 1993 1992 Investment Income: Interest and other dividends $ 159,663 $ 8,474 Net appreciation in fair value of investments (Note D) 301,425 593,812 Contributions - Participants 949,022 799,468 Transfer from other plans (Note B) 771,619 Net interfund transfers 6,794 908,789 __________ __________ Total additions 1,416,904 3,082,162 __________ __________ Withdrawals and terminations paid in cash (426,327) (470,081) Expenses (53,599) (38,918) __________ __________ Total deductions (479,926) (508,999) __________ __________ Net increase 936,978 2,573,163 Net assets available for benefits: Beginning of year 8,736,734 6,163,571 __________ __________ End of year $9,673,712 $8,736,734 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS GOVERNMENT SECURITIES FUND September 30, 1993 1992 ASSETS: Cash $ 8 Investments (Note D) $1,923,564 2,156,464 Receivable from Universal Foods Corporation - Employee deposits 3,200 8,345 Interest receivable 22,171 12,776 __________ __________ Total assets 1,948,935 2,177,593 LIABILITIES - Benefits payable (Note E) 147 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $1,948,935 $2,177,446 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS GOVERNMENT SECURITIES FUND Year ended September 30, 1993 1992 Interest income $ 66,523 $ 98,465 Contributions - Participants 225,707 231,337 Transfer from other plans (Note B) 901,185 __________ __________ Total additions 292,230 1,230,987 __________ __________ Withdrawals and terminations paid in cash (205,538) (80,892) Expenses (12,359) (10,687) Net interfund transfers (302,844) (498,438) __________ __________ Total deductions (520,741) (590,017) __________ __________ Net (decrease) increase (228,511) 640,970 Net assets available for benefits: Beginning of year 2,177,446 1,536,476 __________ __________ End of year $1,948,935 $2,177,446 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS UNIVERSAL FOODS COMMON STOCK FUND September 30, 1993 1992 ASSETS: Cash (overdraft) $ (13,438) Investments (Note D) $24,237,503 20,009,696 Receivable from Universal Foods Corporation: Contribution 2,266,458 2,000,000 Employee deposits 18,807 89,470 Dividends and interest receivable 809 759 __________ __________ Total assets 26,523,577 22,086,487 LIABILITIES - Benefits payable (Note E) 15,879 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $26,523,577 $22,070,608 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS UNIVERSAL FOODS COMMON STOCK FUND Year ended September 30, 1993 1992 Investment income: Dividends on Universal Foods Corporation Common Stock $ 601,995 $ 509,813 Interest and other dividends 6,310 10,823 Net appreciation (depreciation) in fair value of investments (Note D) 1,406,124 (4,510,283) Contributions: Participants 1,731,874 1,607,539 Universal Foods Corporation 2,266,458 2,000,000 Transfer from other plans (Note B) 1,235,402 Net interfund transfers 16,580 __________ __________ Total additions 6,029,341 853,294 Withdrawals and terminations paid in: Cash (1,204,753) (906,859) Stock (310,406) (253,551) Expenses (61,213) (53,282) Net interfund transfers (870,501) __________ __________ Total deductions (1,576,372) (2,084,193) __________ __________ Net increase (decrease) 4,452,969 (1,230,899) Net assets available for benefits: Beginning of year 22,070,608 23,301,507 __________ __________ End of year $26,523,577 $22,070,608 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS LOAN FUND September 30, 1993 1992 ASSETS: Investments (Note D) $3,061,604 $2,896,191 Dividends and interest receivable 10 69 __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $3,061,614 $2,896,260 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS LOAN FUND Year ended September 30, 1993 1992 Interest income $ 258,407 $ 228,862 Net interfund transfers 48,291 615,697 Transfer from other plans (Note B) 323,573 __________ __________ Total additions 306,698 1,168,132 __________ __________ Withdrawals and terminations paid in cash (141,337) (151,645) Expenses (7) (55) __________ __________ Total deductions (141,344) (151,700) __________ __________ Net increase 165,354 1,016,432 Net assets available for benefits: Beginning of year 2,896,260 1,879,828 __________ __________ End of year $3,061,614 $2,896,260 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS Years ended September 30, 1993 and 1992 Note A - Accounting Principles: The accounts of the Plan are maintained on an accrual basis. Assets of the Plan are valued at fair or contract value. Administrative expenses incurred by the Plan are paid by Universal Foods Corporation ("the Company") on behalf of the Plan or from plan assets as determined by the Benefits Administrative Committee. Note B - Description of the Plan: Substantially all domestic employees are eligible to participate in the Plan. Employees can contribute up to 10% of their eligible compensation. The Company makes matching contributions up to 4% of eligible compensation to those employees who are still employed with the Company at September 30. All Company contributions are automatically invested in common stock of the Company. Company contributions vest at 20% per year of credited service with the Company or upon termination due to death or disability. Plan assets may be invested in any type of investment that is legally permitted for employee retirement plans. Participant contributions - Upon enrollment or reenrollment, each participant shall direct that their contributions be invested in one or more of the following investment options in units of 25%: -- Fixed Income Fund: Invested in group annuity contracts and a pooled fixed income fund. -- Equity Fund: This fund is invested principally in an equity mutual fund. -- Government Securities Fund: Money within this fund is invested in securities with maturities of one year or less issued or guaranteed by the United States Government. -- Universal Foods Common Stock Fund: This fund is invested in Universal Foods Corporation common stock. Participants may revise their investment options on October 1, January 1, April 1 or July 1 of any year. Universal Foods Corporation contributions - The Company matches the first 4% of compensation deferred into the Savings Plan. The Company matching contributions are invested in Company stock. Amounts which have been forfeited in accordance with provisions of the Plan serve to reduce Company contributions. The Plan allows participants to borrow funds from their account. All loans require approval by the Benefits Administrative Committee. Monthly payroll deductions are required to repay the loan in five years, or longer if the loan is used to acquire, construct or rehabilitate a principal residence. Loans bear interest at a rate determined by the Administrative Committee. Loans must be repaid in full at the time of retirement or termination. The Plan may be terminated by the Company at any time. In the event of termination, participants accounts become fully vested. During fiscal 1992, two affiliated plans were merged into the Plan. Each participant's balance in the former plans were transferred to the Plan. The participants were allowed to direct their account balances to one or more of the funds in the Plan. Note C - Income Tax Status: Universal Foods Corporation has received a ruling from the Internal Revenue Service substantiating that the Plan qualifies under Section 401 of the Internal Revenue Code of 1954, as amended; as such the Plan is exempt from Federal income tax, and amounts contributed by Universal Foods Corporation are not taxed to the employee until a distribution from the Plan is received. Note D - Investments: Investments of the Plan are stated at fair or contract values. These investments are summarized as follows: September 30, 1993 1992 Investments as determined by quoted market price: Common stock $23,991,836 $19,828,896 U.S. government securities 1,923,564 2,156,464 __________ __________ 25,915,400 21,985,360 Investments as determined by withdrawal value from pooled investment funds: Money Market Fund 326,564 1,527,500 Pooled equity fund 9,662,350 8,575,701 Pooled fixed income fund 10,610,820 7,804,526 __________ __________ 20,599,734 17,907,727 __________ __________ Investments as determined by contract value - Guaranteed insurance contracts 500,000 1,666,667 Promissory notes from participants 3,061,520 2,896,191 __________ __________ $50,076,654 $44,455,945 ========== ========== During 1993 and 1992 the Plan investments including investments bought and sold as well as held during the year, appreciated (depreciated) in value as follows: 1993 1992 Equity Fund $ 301,425 $ 593,812 Universal Foods Common Stock Fund 1,406,124 (4,510,283) __________ __________ $1,707,549 $(3,916,471) ========== ========== Investments held which exceeded 5% of net assets available for benefits were as follows: Fair Value At September 30, Issuer Description 1993 1992 Universal Foods Common Stock Corporation $23,991,836 $19,828,896 Marshall & Ilsley Marshall Stock Trust Company Fund 9,662,350 Marshall & Ilsley Employee Benefit Trust Company Stock Fund 8,575,701 Marshall & Ilsley M&I Stable Trust Company Principal Fund (formerly M&I Employee Benefit GIC Fund) 10,610,820 7,804,526 Note E - Benefits Payable: Effective October 1, 1992, the Plan changed its method of accounting for benefits payable for financial reporting purposes to conform with the Audit and Accounting Guide "Audits of Employee Benefit Plans" ("Guide") dated May 1, 1993. The Guide requires disclosure of benefits payable to participants who have withdrawn from a plan and does not allow accrual of these benefits payable as a liability in the statement of net assets available for benefits. Prior to October 1, 1992, the Plan reported benefits payable as a liability in its statement of net assets available for benefits. As of September 30, 1993, the Plan has benefits payable to terminated participants of $154,829. SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO DEPARTMENT OF LABOR'S RULES AND REGULATIONS UNIVERSAL FOODS CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1993 NUMBER OF SHARES OR FAIR OR FACE CONTRACT AMOUNT DESCRIPTION COST VALUE 708,246 Universal Foods Corporation Common Stock $15,462,225 $23,991,836 200,000 U.S. Treasury Bill, due 10/21/93 193,371 193,371 200,000 U.S. Treasury Bill, due 11/18/93 194,532 194,532 200,000 U.S. Treasury Bill, due 12/16/93 193,950 193,950 200,000 U.S. Treasury Bill, due 12/02/93 197,200 197,200 200,000 U.S. Treasury Bill, due 01/13/94 196,420 196,420 200,000 U.S. Treasury Bill, due 02/10/94 196,290 196,290 200,000 U.S. Treasury Bill, due 02/24/94 196,944 196,944 200,000 U.S. Treasury Bill, due 04/07/94 196,187 196,187 200,000 U.S. Treasury Bill, due 07/28/94 194,382 194,382 164,288 ILA - Treasury Obligation Portfolio 164,288 164,288 __________ __________ 17,385,789 25,915,400 __________ __________ Pooled Investment Funds: 952,894 Marshall Stock Fund 9,533,887 9,662,350 326,564 Marshall Money Market Fund 326,564 326,564 10,610,820 M&I Stable Principal (formerly the M&I Employee Benefit GIC Fund) 10,610,820 10,610,820 __________ __________ 20,471,271 20,599,734 __________ __________ 500,000 Ohio National Guaranteed Insurance Contract, 9.10%, due 4/15/94 500,000 500,000 3,061,520 Promissory Notes from Participants Interest ranging from 7.5% to 12.5% -0- 3,061,520 _________ __________ $38,357,060 $50,076,654 ========== ========== UNIVERSAL FOODS CORPORATION SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended September 30, 1993 Identity of Cost of Issuer and Purchase Selling Assets Net Gain Description Price Price Sold (Loss) Single Transactions: M&I Employee Benefit Stock Fund $8,780,350 $5,186,366 $3,593,984 Marshall Stock Fund $8,780,350 Series of Transactions: M&I Employee Benefit Money Market Fund 21 Purchases 2,774,586 38 Sales 4,302,086 4,302,086 -0- M&I Employee Benefit Stock Fund 1 Purchase 73,974 2 Sales 8,824,505 5,212,825 3,611,680 M&I Stable Principal Fund (formerly the M&I Employee Benefit GIC Fund) 38 Purchases 3,721,064 22 Sales 914,770 914,770 -0- Universal Foods Corp. Common Stock 29 Purchases 3,965,929 10 Sales 898,706 964,758 (66,052) ILA - Treasury Obligation Portfolio 66 Purchases 2,602,659 56 Sales 4,005,571 4,005,571 -0- Promissory Notes From Participants 242 Purchases 1,264,275 35 Sales 1,327,788 1,327,788 -0- Marshall Stock Fund 55 Purchases 10,393,729 47 Sales 857,974 859,842 (1,868) Marshall Money Market Fund 225 Purchases 10,086,506 223 Sales 9,759,942 9,759,942 -0- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL FOODS CORPORATION (Registrant) Dated: March 24, 1994 _______________________________________ Terrence M. O'Reilly Vice President, Secretary and General Counsel UNIVERSAL FOODS CORPORATION EXHIBIT INDEX 1993 ANNUAL REPORT ON FORM 10-K Incorporated Exhibit Herein by Number Description Reference Page 3.1 Restated Articles of * Incorporation 3.2 Restated Bylaws * 4 Shareholders Rights (Previously filed Plan on Form 8-A dated September 15, 1988 as amended by Exhibit 3 to Form 8 dated December 22, 1988 and by Exhibits 4 and 5 to Form 8 dated September 14, 1990) 10 Material Contracts (a) Executive (Previously filed Employment as Exhibit 10(a) Contract to the 1985 Annual Report on Form 10- K) (b) 1981 Incentive (Previously filed Stock Option Plan with the Notice of Annual Meeting & Proxy Statement dated December 5, 1981) (c) 1985 Stock Plan (Previously filed for Executive with the Notice of Employees Annual Meeting & Proxy Statement dated December 12, 1985) (d) 1990 Employee (Previously filed Stock Plan with the Notice of Annual Meeting & Proxy Statement dated December 18, 1989) (e) Director Stock (Previously filed Grant Plan, as as Exhibit 10(e) amended to the 1991 Annual Report on Form 10- K) (f) Management Income (Previously filed Deferral Plan as Exhibit 10(f) to the 1991 Annual Report on Form 10- K) (g) Executive Income (Previously filed Deferral Plan as Exhibit 10(g) to the 1991 Annual Report on Form 10- K) (h) Executive (Previously filed Employment and as Exhibit 10(h) Severance to the 1991 Annual Agreement Report on Form 10- K) (i) Trust Agreement (Previously filed dated January 18, as Exhibit 18 to 1988 between the Amendment No. 1 of Company and the Company's Marshall & Ilsley Schedule 14D-9 Trust Company filed December 9, 1988) (j) Trust Agreement (Previously filed dated January 18, as Exhibit 19 to 1988 between the Amendment No. 1 of Company and the Company's Marshall & Ilsley Schedule 14D-9 Trust Company filed December 9, 1988) (k) Trust Agreement (Previously filed dated September as Exhibit 20 to 18, 1988 between Amendment No. 1 of the Company and the Company's Marshall & Ilsley Schedule 14D-9 Trust Company filed December 9, 1988) (l) Management (Previously filed Incentive Plan for as Exhibit 10(i) Major Corporate to the 1991 Annual Executives Report on Form 10- K) 13 Annual Report to * Shareholders for the year ended September 30, 1993 22 Significant * Subsidiaries of Universal Foods Corporation 23.1 Consent of Deloitte & * Touche 23.2 Consent of Deloitte & Touche regarding the Universal Foods Corporation Retirement Employee Stock Ownership Plan 23.3 Consent of Deloitte & Touche regarding the Universal Foods Corporation Savings Plan 99 Notice of Annual Meeting and Proxy Statement, dated December 17, 1993 (to be filed with the Securities and Exchange Commission within 120 days of the end of the Company's fiscal year covered by this Form 10-K pursuant to Instruction G(3) of Form 10-K and Regulation 14A under the Securities Exchange Act of 1934) _______________ * Previously filed. EX-23.2 2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-27356 of Universal Foods Corporation on Form S-8 of our report dated March 4, 1994, appearing in the Annual Report on Form 11-K of Universal Foods Corporation Retirement Employee Stock Ownership Plan for the year ended September 30, 1993. Deloitte & Touche March 15, 1994 Milwaukee, Wisconsin EX-23.3 3 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-35704 of Universal Foods Corporation on Form S-8 of our report dated March 4, 1994, appearing in the Annual Report on Form 11-K of Universal Foods Corporation Savings Plan for the year ended September 30, 1993. Deloitte & Touche March 15, 1994 Milwaukee, Wisconsin -----END PRIVACY-ENHANCED MESSAGE-----