10-K/A
1
UNIVERSAL FOODS CORPORATION FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 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, 1994
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 executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(414) 271-6755
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value New York Stock Exchange, Inc.
Associated Common Share
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 2, 1994: 26,977,437
shares of Common Stock, $.10 par value, including 898,562 treasury shares.
Aggregate market value of Universal Foods Corporation Common
Stock, excluding treasury shares, held by non-affiliates as of December 2,
1994 was $723,688,781.
Documents Incorporated By Reference
1. Portions of Universal Foods Corporation 1994 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 16, 1994 (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, 1994 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
1994 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, 1994.
Independent Auditors' Report 33
Consolidated Balance Sheets -
September 30, 1994 and 1993 24
Consolidated Earnings - years ended
September 30, 1994, 1993 and 1992 23
Consolidated Shareholders' Equity -
years ended September 30, 1994, 1993
and 1992 25
Consolidated Cash Flows - years ended
September 30, 1994, 1993 and 1992 26
Notes to Consolidated Financial
Statements 27 - 32
(b) Universal Foods Corporation Retirement
Employee Stock Ownership Plan Financial
Statements
Independent Auditors' Report
Statements of Net Assets Available for
Benefits - September 30, 1994 and 1993
Statements of Changes in Net Assets
Available for Benefits - years ended
September 30, 1994 and 1993
Statements of Net Assets Available for
Benefits - September 30, 1994 and 1993
and Statements of Changes in Net Assets
Available for Benefits - years ended
September 30, 1994 and 1993 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 - Schedule of Assets Held for
Investment Purposes
Item 27d - Schedule of Reportable
Transactions
All other schedules are omitted because
they are inapplicable
(c) Universal Foods Corporation Savings Plan
Financial Statements
Independent Auditor's Report
Statements of Net Assets Available for
Benefits - September 30, 1994 and 1993
Statements of Changes in Net Assets
Available for Benefits - years ended
September 30, 1994 and 1993
Statements of Net Assets Available for
Benefits - September 30, 1994 and 1993
and Statements of Changes in Net Assets
Available for Benefits - years ended
September 30, 1994 and 1993 for the
following funds:
Fixed Income Fund
Equity Fund
Government Securities Fund
Universal Foods Common Stock Fund
Loan Fund
Growth Fund
Balanced Fund
Over-the-Counter 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 15
Schedule V - Property, Plant and Equipment 16
Schedule VI - Accumulated Depreciation and 17
Amortization of Plant and Equipment
Schedule VIII - Valuation and Qualifying 18
Accounts
and Reserves 19
Schedule IX - Short-Term Borrowings 20
Schedule X - Supplementary Earnings
Statement
Information
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, 1994 AND 1993
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, 1994 and 1993, 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan as of September 30, 1994 and 1993, and the changes in net assets
available for 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
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 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 supplemental statements by fund are 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 supplemental statements by fund
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.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 15, 1995
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1994 1993
ASSETS:
Investments (Note C):
At fair value - Universal Foods
Corporation common stock $31,961,738 $38,673,401
At contract value - Guaranteed
insurance contracts 500,000 1,500,000
At withdrawal value:
Money market fund 484,875 10,471
Stable principal fund 6,067,859 5,417,118
---------- ----------
Total investments 39,014,472 45,600,990
Contribution receivable from Universal
Foods Corporation 713,841 3,451,363
Dividends and interest receivable 35,200 72,908
----------- -----------
Total assets 39,763,513 49,125,261
----------- -----------
LIABILITIES:
Interest payable 6,842
Notes payable (Note D) 2,200,000
-----------
Total liabilities 2,206,842
-----------
NET ASSETS AVAILABLE FOR BENEFITS $39,763,513 $46,918,419
=========== ===========
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,
1994 1993
Investment income:
Dividends on Universal Foods
Corporation common stock $1,108,522 $ 1,017,530
Interest and other dividends 414,306 459,642
Net (depreciation) appreciation in fair
value of Universal Foods Corporation
common stock (4,867,941) 2,832,821
Contributions - Universal Foods
Corporation 5,609,245 4,977,212
Reimbursed commission expenses 1,006
----------- -----------
Total additions 2,264,132 9,288,211
----------- -----------
Withdrawals and terminations paid in:
Cash (9,221,187) (2,800,685)
Stock (90,475) (356,118)
Interest expense (107,376) (166,208)
Other expenses (81)
------------- ------------
Total deductions (9,419,038) (3,323,092)
------------- ------------
Net (decrease) increase (7,154,906) 5,965,119
Net assets available for benefits:
Beginning of year 46,918,419 40,953,300
------------ -----------
End of year $39,763,513 $46,918,419
============ ===========
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,
1994 1993
ASSETS:
Investments (Note C):
At contract value - Guaranteed
insurance contracts $ 500,000 $1,500,000
At withdrawal value:
Money market fund 125,806 150
Stable principal fund 6,067,859 5,417,118
--------- ---------
Total investments 6,693,665 6,917,268
Contribution receivable from Universal
Foods Corporation 484,496 507,788
Interest receivable 30,288 72,594
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $7,208,449 $7,497,650
=========== ===========
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,
1994 1993
Interest income $ 405,657 $ 457,301
Contributions - Universal
Foods Corporation 482,802 507,788
Net interfund transfer 641,732 386,464
----------- -----------
Total additions 1,530,191 1,351,553
----------- -----------
Withdrawals and terminations paid
in cash (1,819,392) (918,327)
----------- -----------
Net (decrease) increase (289,201) 433,226
Net assets available for benefits:
Beginning of year 7,497,650 7,064,424
------------ -----------
End of year $7,208,449 $7,497,650
=========== ==========
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,
1994 1993
ASSETS:
Investments (Note C):
At fair value - Universal Foods
Corporation common stock $31,961,738 $38,673,401
At withdrawal value - Money
market fund 359,069 10,321
----------- -----------
Total investments 32,320,807 38,683,722
Contribution receivable from Universal
Foods Corporation 229,345 2,943,575
Dividends and interest receivable 4,912 314
----------- ------------
Total assets 32,555,064 41,627,611
LIABILITIES:
Interest payable 6,842
Notes payable (Note D) 2,200,000
------------
Total liabilities 2,206,842
------------
NET ASSETS AVAILABLE FOR BENEFITS $32,555,064 $39,420,769
=========== ===========
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,
1994 1993
Investment income:
Dividends on Universal Foods
Corporation common stock $1,108,522 $ 1,017,530
Interest and other dividends 8,649 2,341
Net (depreciation) appreciation in fair
value of Universal Foods Corporation
common stock (4,867,941) 2,832,821
Contributions - Universal Foods Corporation 5,126,443 4,469,424
Reimbursed commission expenses 1,006
----------- ----------
Total additions 1,375,673 8,323,122
Withdrawals and terminations paid in:
Cash (7,401,795) (1,882,358)
Stock (90,475) (356,118)
Interest expense (107,376) (166,208)
Net interfund transfers (641,732) (386,464)
Other expenses (81)
----------- ----------
Total deductions (8,241,378) (2,791,229)
----------- ----------
Net (decrease) increase (6,865,705) 5,531,893
Net assets available for benefits:
Beginning of year 39,420,769 33,888,876
----------- -----------
End of year $32,555,064 $39,420,769
=========== ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1994 and 1993
Note A - Accounting Policies:
The accounts of the Plan are maintained on an accrual basis.
Assets of the Plan are valued at fair value (quoted market price)
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 fixed income mutual
funds.
The Plan may be terminated by the Company at any time. In the
event of termination, participants become fully vested.
Note C - Investments
Investments held which exceeded 5% of net assets available for
benefits were as follows:
Fair Value
At September 30,
Issuer Description 1994 1993
Universal Foods
Corporation Common Stock $31,961,738 $38,673,401
Marshall & Ilsley
Trust Company M&I Stable
Principal Fund 6,067,858 5,417,118
At September 30, 1993, Plan investments included Universal Foods
Corporation Common Stock aggregating $3,074,000 which had not been
allocated to plan participants.
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
as of September 30, 1993, were held by a third party lender and
guaranteed by the Company. The notes bore interest at 75% of the
bank's prime rate (4.5% at September 30, 1993). The notes were
paid in full in September, 1994.
Note E - Income Tax Status:
The Plan obtained its latest determination letter on April 6, 1990,
in which the Internal Revenue Service stated that the Plan, as then
designed, qualifies under Section 401 of the Internal Revenue Code,
as amended. 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, 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.
Note F - Benefits Payable:
As of September 30, 1994 and 1993, the Plan had benefits payable to
terminated participants of $1,052,290 and $51,103, respectively.
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, 1994
NUMBER OF FAIR OR
SHARES OR CONTRACT
FACE AMOUNT DESCRIPTION COST VALUE
1,078,877 Universal Foods Corporation
Common Stock $28,857,356 $31,961,738
Pooled Investment Funds:
484,876 Marshal Money Market Fund 484,875 484,875
6,067,858 M&I Stable Principal Fund 6,067,859 6,067,859
Guaranteed Insurance Contract:
500,000 Confederation Life Guaranteed
Insurance Contract, 9.03%,
due 8/22/94 * 500,000 500,000
----------- -----------
$35,910,090 $39,014,472
=========== ===========
* Confederation Life Insurance Company was placed in rehabilitation by
the Department of Insurance. Universal Foods Corporation has filed an
application to the Department of Labor to purchase the asset from the
Plan at contract value.
UNIVERSAL FOODS CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended September 30, 1994
Identity of Issuer Purchase Selling Cost of Net
and Description Price Price Assets Sold Gain (Loss)
Series of Transactions:
Universal Foods Corporation
Common Stock:
67 Purchases $1,003,782
126 Sales $5,427,029 $4,572,420 $854,609
M&I Stable Principal
Fund:
28 Purchases 2,599,634
35 Sales 1,948,893 1,948,893 -0-
Marshall Money Market
Fund:
217 Purchases 17,381,286
264 Sales 16,906,882 16,906,882 -0-
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
YEARS ENDED SEPTEMBER 30, 1994 AND 1993
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,
1994 and 1993, 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan as of September 30, 1994 and 1993, and the changes in net assets
available for 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
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 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 supplemental statements by fund are 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 supplemental statements by fund
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.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 15, 1995
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
September 30,
1994 1993
ASSETS:
Investments (Note D):
At fair value:
Universal Foods Corporation common
stock $21,133,591 $23,991,836
U.S. government securities 1,923,564
Pooled investment funds at withdrawal
value:
Money market fund 353,829 326,564
Fixed income fund 10,968,094 10,610,820
Equity funds 17,166,978 9,662,350
At contract value - Guaranteed insurance
contract 500,000
Loans to participants 3,169,757 3,061,520
----------- -----------
Total investments 52,792,249 50,076,654
Receivable from Universal Foods Corporation:
Contributions 776,171 2,266,458
Employee deposits 141,541 41,342
----------- ----------
917,712 2,307,800
Dividends and interest receivable 56,453 96,542
----------- ----------
Total assets 53,766,414 52,480,996
LIABILITIES - Accrued expenses 19,488
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $53,746,926 $52,480,996
=========== ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended September 30,
1994 1993
Investment income:
Dividends on Universal Foods
Corporation common stock $ 650,944 $ 601,995
Interest and other dividends 1,079,333 1,191,876
Net (depreciation) appreciation in fair
value of investments (Note D) (3,116,104) 1,707,549
Contributions:
Participants 4,482,698 3,975,702
Universal Foods Corporation 2,427,296 2,266,458
----------- -----------
Total additions 5,524,167 9,743,580
----------- -----------
Withdrawals and terminations paid in:
Cash (3,806,958) (3,441,934)
Stock (233,424) (310,406)
Expenses (217,855) (194,199)
---------- ----------
Total deductions (4,258,237) (3,946,539)
---------- ----------
Net increase 1,265,930 5,797,041
Net assets available for benefits:
Beginning of year 52,480,996 46,683,955
----------- -----------
End of year $53,746,926 $52,480,996
=========== ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
September 30,
1994 1993
ASSETS:
Investments (Note D):
At withdrawal value - Fixed income
fund $10,968,094 $10,686,927
At contract value - Guaranteed
insurance contract 500,000
----------- -----------
Total investments 10,968,094 11,186,927
Receivable from Universal Foods Corporation -
Employee deposits 31,703 12,701
Interest receivable 54,297 73,530
----------- -----------
Total assets 11,054,094 11,273,158
LIABILITIES - Accrued expenses 11,232
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $11,042,862 $11,273,158
=========== ===========
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,
1994 1993
Interest income $ 673,674 $ 700,973
Contributions - Participants 1,103,293 1,069,099
Net interfund transfers 231,179
------------ -----------
Total additions 1,776,967 2,001,251
------------ -----------
Withdrawals and terminations paid
in cash (1,404,788) (1,463,979)
Expenses (82,800) (67,021)
Net interfund transfers (519,675)
------------ ------------
Total deductions (2,007,263) (1,531,000)
------------ ------------
Net (decrease) increase (230,296) 470,251
Net assets available for benefits:
Beginning of year 11,273,158 10,802,907
----------- -----------
End of year $11,042,862 $11,273,158
=========== ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
EQUITY FUND
September 30,
1993
ASSETS:
Investments at withdrawal value (Note D):
Money market fund $ 4,706
Equity fund 9,662,350
-----------
Total investments 9,667,056
Receivable from Universal Foods Corporation -
Employee deposits 6,634
Dividends and interest receivable 22
----------
NET ASSETS AVAILABLE FOR BENEFITS $9,673,712
==========
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,
1994 1993
Investment income:
Interest and other dividends $ 46,277 $ 159,663
Net appreciation in fair value
of investments (Note D) 193,218 301,425
Contributions - Participants 244,799 949,022
Net interfund transfers 6,794
----------- ----------
Total additions 484,294 1,416,904
----------- ----------
Withdrawals and terminations paid
in cash (7,945) (426,327)
Expenses (9,656) (53,599)
Net interfund transfers (10,140,405)
----------- -----------
Total deductions (10,158,006) (479,926)
----------- -----------
Net (decrease) increase (9,673,712) 936,978
Net assets available for benefits:
Beginning of year 9,673,712 8,736,734
------------ -----------
End of year $ 0 $ 9,673,712
============ ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
GOVERNMENT SECURITIES FUND
September 30,
1993
ASSETS:
Investments at fair value (Note D) -
U.S. government securities $1,923,564
Receivable from Universal Foods Corporation -
Employee deposits 3,200
Interest receivable 22,171
----------
NET ASSETS AVAILABLE FOR BENEFITS $1,948,935
==========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
GOVERNMENT SECURITIES FUND
September 30,
1994 1993
ASSETS:
Interest income $ 28,980 $ 66,523
Contributions - Participants 110,546 225,707
---------- ---------
Total additions 139,526 292,230
---------- ---------
Withdrawals and terminations paid in cash (54,711) (205,538)
Expenses (5,643) (12,359)
Net interfund transfers (2,028,107) (302,844)
---------- ----------
Total deductions (2,088,461) (520,741)
---------- ----------
Net decrease (1,948,935) (228,511)
Net assets available for benefits:
Beginning of year 1,948,935 2,177,446
----------- -----------
End of year $ 0 $ 1,948,935
=========== ===========
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,
1994 1993
ASSETS:
Investments (Note D):
At fair value - Universal Foods
Corporation
common stock $21,133,591 $23,991,836
At withdrawal value - Money
market fund 294,493 245,667
------------ ------------
Total investments 21,428,084 24,237,503
Receivable from Universal Foods
Corporation:
Contributions 776,171 2,266,458
Employee deposits 36,217 18,807
Dividends and interest receivable 1,960 809
------------ ------------
Total assets 22,242,432 26,523,577
LIABILITIES - Accrued expenses 4,576
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $22,237,856 $26,523,577
=========== ===========
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,
1994 1993
Investment income:
Dividends on Universal Foods
Corporation common stock $ 650,944 $ 601,995
Interest and other dividends 9,772 6,310
Net (depreciation) appreciation in fair
value of investments (Note D) (3,172,095) 1,406,124
Contributions:
Participants 1,441,724 1,731,874
Universal Foods Corporation 2,427,296 2,266,458
Net interfund transfers 16,580
----------- -----------
Total additions 1,357,641 6,029,341
Withdrawals and terminations paid in:
Cash (1,349,882) (1,204,753)
Stock (233,424) (310,406)
Expenses (70,589) (61,213)
Net interfund transfers (3,989,467)
----------- -----------
Total deductions (5,643,362) (1,576,372)
----------- -----------
Net (decrease) increase (4,285,721) 4,452,969
Net assets available for benefits:
Beginning of year 26,523,577 22,070,608
----------- -----------
End of year $22,237,856 $26,523,577
=========== ===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
LOAN FUND
September 30,
1994 1993
ASSETS:
Investments (Note D):
At withdrawal value - Money market fund $ 256 $ 85
Loans to participants 3,169,757 3,061,519
---------- ----------
Total investments 3,170,013 3,061,604
Dividends and interest receivable 33 10
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,170,046 $3,061,614
========== ==========
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,
1994 1993
Interest income $ 263,384 $ 258,407
Net interfund transfers 40,487 48,291
---------- ----------
Total additions 303,871 306,698
---------- ----------
Withdrawals and terminations
paid in cash (195,434) (141,337)
Expenses (5) (7)
---------- -----------
Total deductions (195,439) (141,344)
---------- -----------
Net increase 108,432 165,354
Net assets available for benefits:
Beginning of year 3,061,614 2,896,260
---------- ----------
End of year $3,170,046 $ 3,061,614
========== ==========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
GROWTH COMPANY FUND
September 30,
1993
ASSETS:
Investments at withdrawal value (Note D):
Equity fund $11,142,818
Money market fund 28,026
------------
Total investments 11,170,844
Receivable from Universal Foods Corporation -
Employee deposits 43,461
Dividends and interest receivable 93
-----------
Total assets 11,214,398
LIABILITIES - Accrued expenses 2,387
-----------
NET ASSETS AVAILABLE FOR BENEFITS $11,212,011
===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
GROWTH COMPANY FUND
Year ended
September 30,
1994
Investment income:
Interest and other dividends $ 486
Net depreciation in fair value of
investments (Note D) (149,852)
Contributions - Participants 1,114,687
Net interfund transfers 10,986,930
-----------
Total additions 11,952,251
-----------
Withdrawals and terminations paid in cash (701,509)
Expenses (38,731)
-----------
Total deductions (740,240)
-----------
Net increase 11,212,011
Net assets available for benefits:
Beginning of year 0
-----------
End of year $11,212,011
===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
BALANCED FUND
September 30,
1994
ASSETS:
Investments at withdrawal value (Note D):
Equity fund $4,149,240
Money market fund 25,348
----------
Total investments 4,174,588
Receivable from Universal Foods Corporation -
Employee deposits 19,277
Dividends and interest receivable 50
----------
Total assets 4,193,915
LIABILITIES - Accrued expenses 891
----------
NET ASSETS AVAILABLE FOR BENEFITS $4,193,024
==========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
BALANCED FUND
Year ended
September 30,
1994
Investment income:
Interest and other dividends $ 56,653
Net depreciation in fair value of
investments (Note D) (17,850)
Contributions - Participants 313,480
Net interfund transfers 3,916,185
----------
Total additions 4,268,468
----------
Withdrawals and terminations paid in cash (68,457)
Expenses (6,987)
----------
Total deductions (75,444)
----------
Net increase 4,193,024
Net assets available for benefits:
Beginning of year 0
----------
End of year $4,193,024
==========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OVER THE COUNTER FUND
September 30,
1994
ASSETS:
Investments at withdrawal value (Note D):
Equity fund $1,874,920
Money market fund 5,706
----------
Total investments 1,880,626
Receivable from Universal Foods Corporation -
Employee deposits 10,883
Dividends and interest receivable 20
-----------
Total assets 1,891,529
LIABILITIES - Accrued expenses 402
----------
NET ASSETS AVAILABLE FOR BENEFITS $1,891,127
==========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
OVER THE COUNTER FUND
Year ended
September 30,
1994
Investment income:
Interest and other dividends $ 107
Net appreciation in fair value of
investments (Note D) 30,475
Contributions - Participants 154,169
Net interfund transfers 1,734,052
-----------
Total additions 1,918,803
-----------
Withdrawals and terminations paid in cash (24,232)
Expenses (3,444)
-----------
Total deductions (27,676)
-----------
Net increase 1,891,127
Net assets available for benefits:
Beginning of year 0
-----------
End of year $1,891,127
===========
See notes to financial statements.
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1994 and 1993
Note A - Accounting Policies:
The accounts of the Plan are maintained on an accrual basis.
Assets of the Plan are valued at fair value (quoted market price)
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 who are not in a collective
bargaining unit 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 increments of 1%
(25% prior to April 1, 1994):
- Fixed Income Fund:
Invested in group annuity contracts and a pooled fixed income
fund.
- Balanced Fund:
Invested in a mutual fund that invests primarily in common
stocks, preferred stocks and bonds.
- Growth Company Fund:
Invested in a mutual fund that invests primarily in corporate
stock and convertible securities.
- Over The Counter Fund:
Invested in a mutual fund that invests primarily in smaller or
newer companies than those listed on major exchanges.
- Universal Foods Common Stock Fund:
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. Prior to April 1, 1994
participants had the option of directing their contributions into
an Equity Fund and a Government Securities Fund which were
discontinued and replaced with the Balanced Fund, Growth Company
Fund and Over The Counter Fund investment options. Participants
were required to transfer any balances maintained in either of the
discontinued funds to one or a combination of the investment
options listed above.
Universal Foods Corporation contributions - The Company matches the
first 4% of compensation deferred into the Savings Plan. The
Company's 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 over 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, participant accounts become fully vested.
Note C - Income Tax Status:
The Plan obtained its latest determination letter on July 30, 1990,
in which the Internal Revenue Service stated that the Plan, as then
designed, qualifies under Section 401 of the Internal Revenue Code,
as amended. 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, 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.
Note D - Investments:
During 1994 and 1993 Plan investments, including investments bought
and sold as well as held during the year, appreciated (depreciated)
in value as follows:
1994 1993
Equity Fund $ 193,218 $ 301,425
Universal Foods Common
Stock Fund (3,172,095) 1,406,124
Growth Company Fund (149,852)
Balanced Fund (17,850)
Over the Counter Fund 30,475
---------- ----------
($3,116,104) $1,707,549
========== ==========
Investments held which exceeded 5% of net assets available for
benefits were as follows:
Fair Value
At September 30,
Issuer Description 1994 1993
Universal Foods
Corporation Common Stock $21,133,591 $23,991,836
Marshall & Ilsley
Trust Company M&I Stable
Principal Fund 10,968,094 10,610,820
Fidelity Institutional
Retirement Services
Company Fidelity Growth
Company Fund 11,142,818
Fidelity Institutional
Retirement Services
Company Fidelity Balanced
Fund 4,149,240
Promissory Notes
from Participants 3,169,757 3,061,520
Marshall & Ilsley
Trust Company Marshall Stock
Fund 9,662,350
Note E - Benefits Payable:
As of September 30, 1994 and 1993, the Plan had benefits payable to
terminated participants of $2,375,470 and $154,829, respectively.
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, 1994
NUMBER OF FAIR OR
SHARES OR CONTRACT
FACE AMOUNT DESCRIPTION COST VALUE
713,370 Universal Foods Corporation
Common Stock $16,226,799 $21,133,591
Pooled Investment Funds:
353,829 Marshall Money Market Fund 353,829 353,829
10,968,094 M&I Stable Principal Fund 10,968,094 10,968,094
393,045 Fidelity Growth Company Fund 11,315,710 11,142,818
326,712 Fidelity Balanced Fund 4,165,034 4,149,240
79,446 Fidelity OTC Portfolio 1,843,082 1,874,920
---------- ----------
28,645,749 28,488,901
3,169,757 Promissory Notes from
Participants Interest
ranging from 7.5% to
12.0% 0 3,169,757
----------- -----------
$44,872,548 $52,792,249
=========== ===========
UNIVERSAL FOODS CORPORATION
SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended September 30, 1994
Identity of Issuer Purchase Selling Cost of Net
and Description Price Price Assets Sold Gain (Loss)
Single Transactions:
Fidelity Growth
Company Fund $10,039,202
Marshall Stock Fund $10,033,190 $9,714,936 $318,254
Series of Transactions:
Fidelity Growth
Company Fund:
48 Purchases 12,399,861
30 Sales 1,068,861 1,084,151 (15,290)
Fidelity Balanced Fund:
33 Purchases 4,489,917
18 Sales 322,827 324,883 (2,056)
Marshall Stock Fund:
17 Purchases 355,727
15 Sales 10,211,295 9,889,614 321,681
Universal Foods Corporation
Common Stock:
42 Purchases 6,233,296
30 Sales 5,686,022 5,235,298 450,724
M&I Stable Principal
Fund:
69 Purchases 2,976,270
59 Sales 2,618,996 2,618,996 -0-
Marshall Money Market
Fund:
359 Purchase 28,073,095
427 Sales 28,045,830 28,045,830 -0-
ILA Treasury Obligation
Portfolio:
38 Purchases 2,570,356
39 Sales 2,734,644 2,734,644 -0-
Promissory Notes
From Particiapants:
Loans 1,563,650
Loan Repayments 1,455,413 1,455,413 -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 thereunto duly authorized.
UNIVERSAL FOODS CORPORATION
Date: March 29, 1995 By: /s/ Terrence M. O'Reilly
Terrence M. O'Reilly
Vice President, Secretary and
General Counsel
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1994 ANNUAL REPORT ON FORM 10-K
Incorporated
Exhibit Herein by Filed
Number Description Reference Herewith
3.1 Restated Articles (Previouly filed at
of Incorporation Exhibit 3.1 to the
1993 Annual Report
on Form 10-K)
3.2 Restated Bylaws (Previously filed at
Exhibit 3.2 to the
1993 Annual Report
on Form 10-K)
4 Shareholders Rights Plan (Previously filed 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 at
Employment Exhibit 10(a) to the
Contract 1985 Annual Report
on Form 10-K)
(b) 1981 Incentive (Previously filed
Stock Option with the Notice of
Plan 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 as
Grant Plan, as Exhibit 10(e) to the
amended 1991 Annual Report
on Form 10-K)
(f) Management (Previously filed as
Income Deferral Exhibit 10(f) to the
Plan 1991 Annual Report
on Form 10-K)
(g) Executive (Previously filed as
Income Deferral Exhibit 10(g) to the
Plan 1991 Annual Report
on Form 10-K)
(h) Executive (Previously filed as
Employment and Exhibit 10(h) to the
Severance 1991 Annual Report
Agreement on Form 10-K)
(i) Trust Agreement (Previously filed as
dated January Exhibit 18 to
18, 1988 Amendment No. 1 of
between the the Company's
Company and Schedule 14D-9 filed
Marshall & December 9, 1988)
Ilsley Trust
Company
(j) Trust Agreement (Previously filed as
dated January Exhibit 19 to
18, 1988 Amendment No. 1 of
between the the Company's
Company and Schedule 14D-9 filed
Marshall & December 9, 1988)
Ilsley Trust
Company
(k) Trust Agreement (Previously filed as
dated September Exhibit 20 to
18, 1988 Amendment No. 1 of
between the the Company's
Company and Schedule 14D-9 filed
Marshall & December 9, 1988)
Ilsley Trust
Company (Previously filed as
Exhibit 10(i) to the
(l) Management 1991 Annual Report
Incentive Plan on Form 10-K)
for Major
Corporate (Previously filed on
Executives Form S-8 dated
September 12, 1994)
(m) 1994 Employees
Stock Option
Plan
13 Portions of Annual Report
to Shareholders for the
year ended September 30, X
1994 that are
incorporated by reference
21 Significant Subsidiaries
of Universal Foods
Corporation X
23.1 Consent of Deloitte &
Touche LLP X
23.2 Consent of Deloitte &
Touch regarding the
Universal Foods
Corporation Retirement X
Employee Stock Ownership
Plan
23.3 Consent of Deloitte &
Touch regarding the X
Universal Foods
Corporation Savings Plan
27 Financial Data Schedule X
99 Notice of Annual Meeting (Previously filed on
and Proxy Statement, December 15, 1994 as
dated December 16, 1994 the Company's
Schedule 14A)
* Indicates management contracts or compensatory plans.
EX-23
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 15, 1995, appearing in the Annual Report on Form 11-K of Universal
Foods Corporation Retirement Employee Stock Ownership Plan for the year
ended September 30, 1994.
DELOITTE & TOUCH LLP
March 28, 1995
Milwaukee, Wisconsin
EX-23
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 15, 1995, appearing in the Annual Report on Form 11-K of Universal
Foods Corporation Savings Plan for the year ended September 30, 1994.
DELOITTE & TOUCH LLP
March 28, 1995
Milwaukee, Wisconsin