-----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, Ut5CR+dZ1p1/RGX/RRJdJE54FOyNriomdbef4iazGDX6xYhbgdziCC01QKLJCP7t TY3qTSYJQHcMJC6E7mOoTg== 0000897069-96-000069.txt : 19960329 0000897069-96-000069.hdr.sgml : 19960329 ACCESSION NUMBER: 0000897069-96-000069 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960328 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOODS CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07626 FILM NUMBER: 96540407 BUSINESS ADDRESS: STREET 1: 433 EAST MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 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. 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, 1995 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 offices) (Zip Code) 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. Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of December 1, 1995: 26,977,437 shares of Common Stock, $.10 par value, including 863,500 treasury shares. Aggregate market value of Universal Foods Corporation Common Stock, excluding treasury shares, held by non-affiliates as of December 1, 1995 was $873,323,603. Documents Incorporated By Reference 1. Portions of Universal Foods Corporation 1995 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 15, 1995 (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, 1995 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 1995 Annual Report 1. FINANCIAL STATEMENTS to Shareholders (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, 1995. Independent Auditors' Report 33 Consolidated Balance Sheets - September 30, 1995 24 and 1994 Consolidated Earnings - Years ended September 30, 23 1995, 1994 and 1993 Consolidated Shareholders' Equity - Years ended 25 September 30, 1995, 1994 and 1993 Consolidated Cash Flows - Years ended September 30, 26 1995, 1994 and 1993 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, 1995 and 1994 Statements of Changes in Net Assets Available for Benefits - Years ended September 30, 1995 and 1994 Supplemental Statements of Net Assets Available for Benefits - September 30, 1995 and 1994 and Supplemental Statements of Changes in Net Assets Available for Benefits - Years ended September 30, 1995 and 1994 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 - September 30, 1995 Item 27d - Schedule of Reportable Transactions - Year ended September 30, 1995 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, 1995 and 1994 Statements of Changes in Net Assets Available for Benefits - Years ended September 1995 and 1994 Supplemental Statements of Net Assets Available for Benefits - September 30, 1995 and 1994 and Supplemental Statements of Changes in Net Assets Available for Benefits - Years ended September 30, 1995 and 1994 for the following funds: Fixed Income Fund Universal Foods Common Stock Fund Loan Fund Growth Company Fund Balanced Fund Over the Counter Fund Supplemental Statement of Changes in the Net Assets Available for Benefits - Year ended September 30, 1994 for the following funds: Equity Fund Government Securities 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 - September 30, 1995 Item 27d - Schedule of Reportable Transactions - Year ended September 30, 1995 All other schedules are omitted because they are inapplicable 2. FINANCIAL STATEMENT SCHEDULES Independent Auditors' Report 15 Schedule II - Valuation and Qualifying Accounts 16 and Reserves 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, 1995 AND 1994 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, 1995 and 1994, 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 the Plan as of September 30, 1995 and 1994, 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 Fund Information in the supplemental statements of net assets available for benefits and the statements of changes in net assets available for 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 material respects in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin March 22, 1996 UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS September 30, 1995 1994 ASSETS: Investments (Note C): At fair value - Universal Foods Corporation common stock $35,040,909 $31,961,738 At contract value - Guaranteed insurance contracts 500,000 500,000 At withdrawal value: Money market fund 400,081 484,875 Stable principal fund 5,926,663 6,067,859 ---------- ---------- Total investments 41,867,653 39,014,472 Contribution receivable from Universal Foods Corporation 347,783 713,841 Interest receivable 31,426 35,200 ---------- -------- NET ASSETS AVAILABLE FOR BENEFITS $42,246,862 $39,763,513 ========== ========== 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, 1995 1994 Investment income: Dividends on Universal Foods Corporation common stock $1,014,170 $1,108,522 Interest and other dividends 395,921 414,306 Net appreciation (depreciation) in fair value of Universal Foods Corporation common stock 5,689,053 (4,867,941) Contributions - Universal Foods Corporation 2,963,014 5,609,245 ---------- --------- Total additions 10,062,158 2,264,132 ---------- --------- Withdrawals and terminations paid in: Cash (6,589,290) (9,221,187) Stock (989,260) (90,475) Interest expense (107,376) Other expenses (259) ---------- ---------- Total deductions (7,578,809) (9,419,038) ---------- ---------- Net increase (decrease) 2,483,349 (7,154,906) Net assets available for benefits: Beginning of year 39,763,513 46,918,419 --------- ---------- End of year $42,246,862 $39,763,513 ========= ========== 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, 1995 1994 ASSETS: Investments (Note C): At contract value - Guaranteed insurance contracts $ 500,000 $ 500,000 At withdrawal value: Money market fund 4 125,806 Stable principal fund 5,926,663 6,067,859 --------- --------- Total investments 6,426,667 6,693,665 Contribution receivable from Universal Foods Corporation 347,783 484,496 Interest receivable 30,029 30,288 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $6,804,479 $7,208,449 ========= ========= 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, 1995 1994 Interest income $ 381,215 $ 405,657 Contributions - Universal Foods Corporation 347,783 482,802 Net interfund transfer 450,919 641,732 ---------- ---------- Total additions 1,179,917 1,530,191 ---------- ---------- Withdrawals and terminations paid in cash (1,583,887) (1,819,392) ---------- ---------- Net decrease (403,970) (289,201) Net assets available for benefits: Beginning of year 7,208,449 7,497,650 --------- --------- End of year $6,804,479 $7,208,449 ========= ========= 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, 1995 1994 ASSETS: Investments (Note C): At fair value - Universal Foods Corporation common stock $35,040,909 $31,961,738 At withdrawal value - Money market fund 400,077 359,069 ---------- ---------- Total investments 35,440,986 32,320,807 Contribution receivable from Universal Foods Corporation 229,345 Interest receivable 1,397 4,912 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $35,442,383 $32,555,064 ========== ========== 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, 1995 1994 Investment income: Dividends on Universal Foods Corporation common stock $1,014,170 $1,108,522 Interest and other dividends 14,706 8,649 Net appreciation (depreciation) in fair value of Universal Foods Corporation common stock 5,689,053 (4,867,941) Contributions - Universal Foods Corporation 2,615,231 5,126,443 ---------- ---------- Total additions 9,333,160 1,375,673 ---------- ---------- Withdrawals and terminations paid in: Cash (5,005,403) (7,401,795) Stock (989,260) (90,475) Interest expense (107,376) Net interfund transfers (450,919) (641,732) Other expenses (259) ----------- ---------- Total deductions (6,445,841) (8,241,378) ----------- ---------- Net increase (decrease) 2,887,319 (6,865,705) Net assets available for benefits: Beginning of year 32,555,064 39,420,769 ---------- ---------- End of year $35,442,383 $32,555,064 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS Years ended September 30, 1995 and 1994 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), withdrawal value, 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 1995 1994 Universal Foods Corporation Common Stock $35,040,909 $31,961,738 Marshall & Ilsley Trust Company M&I Stable Principal Fund 5,926,663 6,067,858 Note D - 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 E - Benefits Payable: As of September 30, 1995 and 1994, the Plan had benefits payable to terminated participants of $636,321 and $1,052,290, 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, 1995 NUMBER OF FAIR OR SHARES OR CONTRACT FACE AMOUNT DESCRIPTION COST VALUE 1,004,757 Universal Foods Corporation Common Stock $27,035,724 $35,040,909 Pooled Investment Funds: 400,081 Marshal Money Market Fund 400,081 400,081 5,926,663 M&I Stable Principal Fund 5,926,663 5,926,663 Guaranteed Insurance Contract: 500,000 Confederation Life Guaranteed Insurance Contract, 9.03%, due 8/22/94 * 500,000 500,000 ----------- ---------- $33,862,468 $41,867,653 ========== ========== * 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, 1995
Identity of Issuer Purchase Selling Cost of and Description Price Price Assets Sold Net Gain Single Transaction: Universal Foods Corporation Common Stock $ 2,844,576 Series of Transactions: Universal Foods Corporation Common Stock: 67 Purchases 3,765,533 114 Sales $ 5,386,154 $ 4,597,904 $788,250 Marshall Money Market Fund: 200 Purchases 11,567,464 196 Sales 11,652,258 11,652,258 -0- M&I Stable Principal Fund: 24 Purchases 1,267,014 32 Sales 1,408,209 1,408,209 -0-
UNIVERSAL FOODS CORPORATION SAVINGS PLAN YEARS ENDED SEPTEMBER 30, 1995 AND 1994 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, 1995 and 1994, 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 the Plan as of September 30, 1995 and 1994, 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 Fund Information in the supplemental statements of net assets available for benefits and the statements of changes in net assets available for 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 material respects in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin March 22, 1996 UNIVERSAL FOODS CORPORATION SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS September 30, 1995 1994 ASSETS: Investments (Note D): At fair value: Universal Foods Corporation common stock $24,101,533 $21,133,591 Pooled investment funds at withdrawal value: Money market fund 390,285 353,829 Fixed income fund 10,800,144 10,968,094 Equity funds 21,251,297 17,166,978 Loans to participants 3,296,797 3,169,757 ---------- ---------- Total investments 59,840,056 52,792,249 Receivable from Universal Foods Corporation: Contributions 238,324 776,171 Employee deposits 22,559 141,541 ---------- ---------- 260,883 917,712 Dividends and interest receivable 55,980 56,453 ---------- ---------- Total assets 60,156,919 53,766,414 LIABILITIES - Accrued expenses 20,197 19,488 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $60,136,722 $53,746,926 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended September 30, 1995 1994 Investment income: Dividends on Universal Foods Corporation common stock $ 700,075 $ 650,944 Interest and other dividends 1,175,005 1,079,333 Net appreciation (depreciation) in fair value of investments (Note D) 8,529,497 (3,116,104) Contributions: Participants 3,976,956 4,482,698 Universal Foods Corporation 1,586,953 2,427,296 ------------ ------------ Total additions 15,968,486 5,524,167 ------------ ------------ Withdrawals and terminations paid in: Cash (8,337,638) (3,806,958) Stock (1,045,377) (233,424) Expenses (195,675) (217,855) ------------ ------------ Total deductions (9,578,690) (4,258,237) ------------ ------------ Net increase 6,389,796 1,265,930 Net assets available for benefits: Beginning of year 53,746,926 52,480,996 ------------ ------------ End of year $60,136,722 $53,746,926 =========== =========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS FIXED INCOME FUND September 30, 1995 1994 ASSETS: Investments at withdrawal value (Note D): Fixed income fund $10,800,144 $10,968,094 Money market fund 34,321 ----------- ----------- Total investments 10,834,465 10,968,094 Receivable from Universal Foods Corporation - Employee deposits 6,754 31,703 Interest receivable 54,683 54,297 ----------- ----------- Total assets 10,895,902 11,054,094 LIABILITIES - Accrued expenses 10,980 11,232 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $10,884,922 $11,042,862 =========== =========== 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, 1995 1994 Interest income $ 687,938 $ 673,674 Contributions - Participants 944,367 1,103,293 Net interfund transfers 269,564 --------- --------- Total additions 1,901,869 1,776,967 --------- --------- Withdrawals and terminations paid in cash (1,987,503) (1,404,788) Expenses (72,306) (82,800) Net interfund transfers (519,675) --------- --------- Total deductions (2,059,809) (2,007,263) --------- --------- Net decrease (157,940) (230,296) Net assets available for benefits: Beginning of year 11,042,862 11,273,158 ---------- ---------- End of year $10,884,922 $11,042,862 ========== ========== 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, 1995 1994 ASSETS: Investments (Note D): At fair value - Universal Foods Corporation common stock $24,101,533 $21,133,591 At withdrawal value - Money market fund 251,125 294,493 ---------- ---------- Total investments 24,352,658 21,428,084 Receivable from Universal Foods Corporation: Contributions 238,324 776,171 Employee deposits 6,040 36,217 Dividends and interest receivable 1,004 1,960 ----------- ----------- Total assets 24,598,026 22,242,432 LIABILITIES - Accrued expenses 4,910 4,576 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $24,593,116 $22,237,856 ========== ========== 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, 1995 1994 Investment income: Dividends on Universal Foods Corporation common stock $ 700,075 $ 650,944 Interest and other dividends 19,993 9,772 Net appreciation (depreciation) in fair value of investments (Note D) 3,711,440 (3,172,095) Contributions: Participants 842,347 1,441,724 Universal Foods Corporation 1,586,953 2,427,296 Net interfund transfers 36,730 --------- --------- Total additions 6,897,538 1,357,641 --------- --------- Withdrawals and terminations paid in: Cash (3,428,216) (1,349,882) Stock (1,045,377) (233,424) Expenses (68,685) (70,589) Net interfund transfers (3,989,467) ---------- --------- Total deductions (4,542,278) (5,643,362) ---------- --------- Net increase (decrease) 2,355,260 (4,285,721) Net assets available for benefits: Beginning of year 22,237,856 26,523,577 ---------- ---------- End of year $24,593,116 $22,237,856 ========== ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS LOAN FUND September 30, 1995 1994 ASSETS: Investments (Note D): At withdrawal value - Money market fund $ 129 $ 256 Loans to participants 3,296,797 3,169,757 --------- --------- Total investments 3,296,926 3,170,013 Dividends and interest receivable 62 33 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $3,296,988 $3,170,046 ========= ========= 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, 1995 1994 Interest income $ 186,045 $ 263,384 Net interfund transfers 40,487 -------- --------- Total additions 186,045 303,871 -------- --------- Withdrawals and terminations paid in cash (7,770) (195,434) Expenses (43) (5) Net interfund transfers (51,290) --------- --------- Total deductions (59,103) (195,439) --------- --------- Net increase 126,942 108,432 Net assets available for benefits: Beginning of year 3,170,046 3,061,614 --------- --------- End of year $3,296,988 $3,170,046 ========= ========= See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS GROWTH COMPANY FUND September 30, 1995 1994 ASSETS: Investments at withdrawal value (Note D) Equity fund $13,981,536 $11,142,818 Money market fund 65,475 28,026 ---------- ---------- Total investments 14,047,011 11,170,844 Receivable from Universal Foods Corporation - Employee deposits 5,739 43,461 Dividends and interest receivable 151 93 ---------- ---------- Total assets 14,052,901 11,214,398 LIABILITIES - Accrued expenses 2,833 2,387 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $14,050,068 $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, 1995 1994 Investment income: Interest and other dividends $ 99,803 $ 486 Net appreciation (depreciation) in fair value of investments (Note D) 3,915,355 (149,852) Contributions - Participants 1,236,430 1,114,687 Net interfund transfers 10,986,930 ---------- ---------- Total additions 5,251,588 11,952,251 ---------- ---------- Withdrawals and terminations paid in cash (2,091,231) (701,509) Expenses (35,813) (38,731) Net interfund transfers (286,487) ----------- ---------- Total deductions (2,413,531) (740,240) ----------- ---------- Net increase 2,838,057 11,212,011 Net assets available for benefits: Beginning of year 11,212,011 0 ---------- ---------- End of year $14,050,068 $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, 1995 1994 ASSETS: Investments at withdrawal value (Note D): Equity fund $4,319,001 $4,149,240 Money market fund 23,931 25,348 --------- --------- Total investments 4,342,932 4,174,588 Receivable from Universal Foods Corporation - Employee deposits 2,577 19,277 Dividends and interest receivable 61 50 -------- -------- Total assets 4,345,570 4,193,915 LIABILITIES - Accrued expenses 876 891 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $4,344,694 $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, 1995 1994 Investment income: Interest and other dividends $ 164,367 $ 56,653 Net appreciation (depreciation) in fair value of investments (Note D) 162,816 (17,850) Contributions - Participants 591,630 313,480 Net interfund transfers 3,916,185 ---------- --------- Total additions 918,813 4,268,468 ---------- --------- Withdrawals and terminations paid in cash (590,566) (68,457) Expenses (12,537) (6,987) Net interfund transfers (164,040) --------- ---------- Total deductions (767,143) (75,444) --------- ---------- Net increase 151,670 4,193,024 Net assets available for benefits: Beginning of year 4,193,024 0 --------- ---------- End of year $ 4,344,694 $ 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, 1995 1994 ASSETS: Investments at withdrawal value (Note D): Equity fund $2,950,760 $1,874,920 Money market fund 15,304 5,706 --------- --------- Total investments 2,966,064 1,880,626 Receivable from Universal Foods Corporation - Employee deposits 1,449 10,883 Dividends and interest receivable 19 20 --------- -------- Total assets 2,967,532 1,891,529 LIABILITIES - Accrued expenses 598 402 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $2,966,934 $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, 1995 1994 Investment income: Interest and other dividends $ 16,859 $ 107 Net appreciation in fair value of investments (Note D) 739,886 30,475 Contributions - Participants 362,182 154,169 Net interfund transfers 195,523 1,734,052 --------- --------- Total additions 1,314,450 1,918,803 --------- --------- Withdrawals and terminations paid in cash (232,352) (24,232) Expenses (6,291) (3,444) --------- --------- Total deductions (238,643) (27,676) --------- --------- Net increase 1,075,807 1,891,127 Net assets available for benefits: Beginning of year 1,891,127 0 --------- ---------- End of year $2,966,934 $1,891,127 ========= ========= See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS EQUITY FUND Year ended September 30, 1994 Investment income: Interest and other dividends $ 46,277 Net appreciation in fair value of investments (Note D) 193,218 Contributions - Participants 244,799 --------- Total additions 484,294 --------- Withdrawals and terminations paid in cash (7,945) Expenses (9,656) Net interfund transfers (10,140,405) ----------- Total deductions (10,158,006) ----------- Net decrease (9,673,712) Net assets available for benefits: Beginning of year 9,673,712 ----------- End of year $ 0 ========== See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN SUPPLEMENTAL STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS GOVERNMENT SECURITIES FUND Year ended September 30, 1994 Interest income $ 28,980 Contributions - Participants 110,546 --------- Total additions 139,526 --------- Withdrawals and terminations paid in cash (54,711) Expenses (5,643) Net interfund transfers (2,028,107) --------- Total deductions (2,088,461) --------- Net decrease (1,948,935) Net assets available for benefits: Beginning of year 1,948,935 --------- End of year $ 0 ========= See notes to financial statements. UNIVERSAL FOODS CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS Years ended September 30, 1995 and 1994 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 withdrawal 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 1995 and 1994 Plan investments, including investments bought and sold as well as held during the year, appreciated (depreciated) in value as follows: 1995 1994 Universal Foods Common Stock Fund $3,711,440 ($3,172,095) Growth Company Fund 3,915,355 (149,852) Balanced Fund 162,816 (17,850) Over the Counter Fund 739,886 30,475 Equity Fund 193,218 --------- --------- $8,529,497 ($3,116,104) ========= ========= Investments held which exceeded 5% of net assets available for benefits were as follows: Fair Value At September 30, Issuer Description 1995 1994 Universal Foods Corporation Common Stock $24,101,533 $21,133,591 Marshall & Ilsley Trust Company M&I Stable Principal Fund 10,800,144 10,968,094 Fidelity Institutional Retirement Services Company Fidelity Growth Company Fund 13,981,536 11,142,818 Fidelity Institutional Retirement Services Company Fidelity Balanced Fund 4,319,001 4,149,240 Promissory Notes from Participants 3,296,797 3,169,757 Note E - Benefits Payable: As of September 30, 1995 and 1994, the Plan had benefits payable to terminated participants of $1,269,509 and $2,375,470 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, 1995 NUMBER OF SHARES OR FAIR FACE AMOUNT DESCRIPTION COST VALUE 691,083 Universal Foods Corporation Common Stock $15,946,029 $24,101,533 Pooled Investment Funds: 390,285 Marshall Money Market Fund 390,285 390,285 10,800,144 M&I Stable Principal Fund 10,800,144 10,800,144 369,198 Fidelity Growth Company Fund 10,687,014 13,981,536 327,197 Fidelity Balanced Fund 4,170,289 4,319,001 94,123 Fidelity OTC Portfolio 2,260,327 2,950,760 ---------- ---------- 28,308,059 32,441,726 3,296,797 Promissory Notes from Participants Interest ranging from 7.5% to 12.0% 0 3,296,797 ---------- ---------- $44,254,088 $59,840,056 ========== ========== UNIVERSAL FOODS CORPORATION SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended September 30, 1995 Identity of Issuer Purchase Selling Cost of Net Gain and Description Price Price Assets Sold (Loss) Series of Transactions: Universal Foods Corporation Common Stock: 16 Purchases $3,287,038 18 Sales $2,985,159 $2,522,431 $462,728 Marshall Money Market Fund: 540 Purchases 14,601,056 520 Sales 14,564,600 14,564,600 -0- M&I Stable Principal Fund: 91 Purchases 2,384,244 77 Sales 2,552,194 2,552,194 -0- Fidelity Growth Company Fund: 56 Purchases 1,865,534 42 Sales 2,637,644 2,494,230 143,414 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 28, 1996 By: /s/ Terrence M. O'Reilly Terrence M. O'Reilly Vice President, Secretary and General Counsel UNIVERSAL FOODS CORPORATION EXHIBIT INDEX 1995 ANNUAL REPORT ON FORM 10-K Incorporated Exhibit Herein by Filed Number Description Reference Herewith 3.1 Restated Articles of (Previously filed at Exhibit Incorporation 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 (Previously filed on Form Plan 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 Employment (Previously filed at Exhibit Contract 10(a) to the 1985 Annual Report on Form 10-K) (b) 1981 Incentive Stock (Previously filed with the Option Plan Notice of Annual Meeting & Proxy Statement dated December 5, 1981) (c) 1985 Stock Plan for (Previously filed with the Executive Employees Notice of Annual Meeting & Proxy Statement dated December 12, 1985) (d) 1990 Employee Stock (Previously filed with the Plan Notice of Annual Meeting & Proxy Statement dated December 18, 1989) (e) Director Stock Grant (Previously filed as Exhibit Plan, as amended 10(e) to the 1991 Annual Report on Form 10-K) *(f) Management Income (Previously filed as Exhibit Deferral Plan 10(f) to the 1991 Annual Report on Form 10-K) *(g) Executive Income (Previously filed as Exhibit Deferral Plan 10(g) to the 1991 Annual Report on Form 10-K) *(h) Executive Employment (Previously filed as Exhibit and Severance 10(h) to the 1991 Annual Agreement Report on Form 10-K) (i) Trust Agreement (Previously filed as Exhibit dated January 18, 1988 18 to Amendment No. 1 of between the Company the Company's Schedule and Marshall & Ilsley 14D-9 filed December 9, Trust Company 1988) (j) Trust Agreement (Previously filed as Exhibit dated January 18, 1988 19 to Amendment No. 1 of between the Company the Company's Schedule and Marshall & Ilsley 14D-9 filed December 9, Trust Company 1988) (k) Trust Agreement (Previously filed as Exhibit dated September 18, 20 to Amendment No. 1 of 1988 between the the Company's Schedule Company and 14D-9 filed December 9, Marshall & Ilsley 1988) Trust Company *(l) Management Incentive (Previously filed as Exhibit Plan for Major 10(i) to the 1991 Annual Corporate Executives Report on Form 10-K) *(m) 1994 Employees Stock (Previously filed on Form Option Plan S-8 dated September 12, 1994) 13 Portions of Annual Report to Shareholders for the year ended September 30, 1995 that are incorporated by reference 21 Significant Subsidiaries of Universal Foods Corporation 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Deloitte & Touche LLP regarding the Universal Foods Corporation Retirement X Employee Stock Ownership Plan 23.3 Consent of Deloitte & Touche LLP regarding the X Universal Foods Corporation Savings Plan 27 Financial Data Schedule 99 Notice of Annual (Previously filed on Meeting and Proxy December 14, 1995 as the Statement, dated Company's Schedule 14A) December 15, 1995 * Indicates management contracts or compensatory plans. EX-23 2 EXHIBIT 23.2 CONSENT 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 22, 1996, appearing in the Annual Report on Amendment No. 1 to Form 10-K/A of Universal Foods Corporation Retirement Employee Stock Ownership Plan for the year ended September 30, 1995. DELOITTE & TOUCHE LLP March 28, 1996 Milwaukee, Wisconsin EX-23 3 EXHIBIT 23.3 CONSENT 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 22, 1996, appearing in the Annual Report on Amendment No. 1 to Form 10-K/A of Universal Foods Corporation Savings Plan for the year ended September 30, 1995. DELOITTE & TOUCHE LLP March 28, 1996 Milwaukee, Wisconsin -----END PRIVACY-ENHANCED MESSAGE-----