-----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, SE63fEU9FGSJKxPuJy7fJQLUOyt8bmX4qMToso6wT0RWOaE0yBP7DMJpL0A88jVV 1L7yXbwD+WeFQAscA+NAZQ== 0000031348-96-000008.txt : 19960621 0000031348-96-000008.hdr.sgml : 19960621 ACCESSION NUMBER: 0000031348-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960620 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHLIN INC CENTRAL INDEX KEY: 0000031348 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060330448 STATE OF INCORPORATION: CT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04651 FILM NUMBER: 96583262 BUSINESS ADDRESS: STREET 1: 100 DOUBLE BEACH RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034815751 MAIL ADDRESS: STREET 1: 100 DOUBLE BEACH ROAD CITY: BRANFORD STATE: CT ZIP: 06405 FORMER COMPANY: FORMER CONFORMED NAME: ECHLIN MANUFACTURING CO DATE OF NAME CHANGE: 19820602 11-K 1 Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K ( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 ----------------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ----------- ------------ Commission file no. 1-4651 ------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Echlin Incentive and Savings Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Echlin Inc. 100 Double Beach Road Branford, Connecticut 06405 1
Echlin Incentive and Savings Investment Plan Index December 31, 1995 - --------------------------------------------------------------------- Page ---- I REQUIRED INFORMATION: Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . 4 Statements of Financial Condition . . . . . . . . . . . . . . . . . . . . 5-6 Statements of Income and Changes in Participants' Equity. . . . . . . . . 7-8 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . .9-14 Schedule A - Schedule of Reportable Transactions. . . . . . . . . . . . . .15 II SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 III EXHIBIT A - Consent of Independent Accountants. . . . . . . . . . . . . . .17
2 Echlin Incentive and Savings Investment Plan Financial Statements December 31, 1995 - ------------------------------------------------------------------- 3 PRICE WATERHOUSE LLP [LOGO] REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Administrator of the Echlin Incentive and Savings Investment Plan In our opinion, the accompanying statements of financial condition and the related statements of income and changes in participants' equity present fairly, in all material respects, the net assets of Echlin Incentive and Savings Investment Plan at December 31, 1995 and 1994, and the changes in net assets for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the plan's administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedule A is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statements of financial condition and the statements of income and changes in participants' equity 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 benefits of each fund. Schedule A and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP - ------------------------ Price Waterhouse LLP Stamford, Connecticut May 20, 1996 4 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1995
(000's omitted) Growth- Maximum Money Fixed Echlin Oriented Growth Market Income Stock Employee Stock Fund Stock Fund Fund Fund Fund Loans Total ---------- ---------- -------- -------- -------- --------- -------- ASSETS Investments, at fair value: Mutual funds $11,642 $24,944 $2,832 $ - $ - $ - $39,418 Fixed income fund - - - 37,108 - - 37,108 Echlin Inc. common stock - - - - 30,952 - 30,952 ------- ------- ------ ------- -------- ------ -------- Total investments 11,642 24,944 2,832 37,108 30,952 - 107,478 ------- ------- ------ ------- -------- ------ -------- Receivables: Employee contributions 189 336 41 380 207 - 1,153 Employer incentive match contribution - - - - 633 - 633 Employee loans - - - - - 5,452 5,452 Echlin Inc.-employee loan repayments - - - - - 220 220 ------- ------- ------ ------- ------- ------ -------- Total receivables 189 336 41 380 840 5,672 7,458 ------- ------- ------ ------- ------- ------ -------- Total assets 11,831 25,280 2,873 37,488 31,792 5,672 114,936 ------- ------- ------ ------- ------- ------ -------- LIABILITIES Employee withdrawals payable 30 55 4 83 80 - 252 ------- ------- ------ ------- ------- ------ -------- Total liabilities 30 55 4 83 80 - 252 ------- ------- ------ ------- ------- ------ -------- Net assets representing participants' equity $11,801 $25,225 $2,869 $37,405 $31,712 $5,672 $114,684 ======= ======= ====== ======= ======= ====== ======== See notes to financial statements.
5 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION December 31, 1994
(000's omitted) Growth- Maximum Money Fixed Echlin Oriented Growth Market Income Stock Employee Stock Fund Stock Fund Fund Fund Fund Loans Total ---------- ---------- -------- -------- -------- -------- -------- ASSETS Investments, at fair value: Mutual funds $7,428 $15,856 $2,635 $ - $ - $ - $25,919 Fixed income fund - - - 34,383 - - 34,383 Echlin Inc. common stock - - - - 23,732 - 23,732 ------ ------- ------ ------- ------- ------ ------- Total investments 7,428 15,856 2,635 34,383 23,732 - 84,034 ------ ------- ------ ------- ------- ------ ------- Receivables: Employee contributions 176 311 47 401 199 - 1,134 Employer incentive match contribution - - - - 185 - 185 Employee loans - - - - - 4,363 4,363 Echlin Inc.-employee loan repayments - - - - - 202 202 ------ ------- ------ ------- ------- ------ ------- Total receivables 176 311 47 401 384 4,565 5,884 ------ ------- ------ ------- ------- ------ ------- Total assets 7,604 16,167 2,682 34,784 24,116 4,565 89,918 ------ ------- ------ ------- ------- ------ ------- LIABILITIES Employee withdrawals payable 3 4 18 189 45 - 259 ------ ------- ------ ------- ------- ------ ------- Total liabilities 3 4 18 189 45 - 259 ------ ------- ------ ------- ------- ------ ------- Net assets representing participants' equity $7,601 $16,163 $2,664 $34,595 $24,071 $4,565 $89,659 ====== ======= ====== ======= ======= ====== ======= See notes to financial statements.
6 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY For the Year Ended December 31, 1995
(000's omitted) Growth- Maximum Money Fixed Echlin Oriented Growth Market Income Stock Employee Stock Fund Stock Fund Fund Fund Fund Loans Total ---------- ---------- ------- -------- -------- -------- -------- Investment income: Net unrealized appreciation in fair value of investments $1,532 $5,148 $ - $ - $ 4,077 $ - $10,757 Net realized gains on sales of investments 16 346 - - 762 - 1,124 Interest and dividends 1,434 1,333 145 2,489 655 - 6,056 ------- ------- ------ ------- ------- ------ -------- Total investment income 2,982 6,827 145 2,489 5,494 - 17,937 Employee contributions 1,492 2,777 418 4,009 1,797 - 10,493 Employer incentive match contribution - - - - 2,133 - 2,133 Interest on employee loans - - - - - 408 408 ------- ------- ------ ------- ------- ------ -------- Total additions 4,474 9,604 563 6,498 9,424 408 30,971 ------- ------- ------ ------- ------- ------ -------- Employee withdrawals (320) (721) (204) (2,864) (1,837) - (5,946) ------- ------- ------ ------- ------- ------ -------- Net transfers between funds 46 179 (154) (824) 54 699 - ------- ------- ------ ------- ------- ------ -------- Net increase in assets 4,200 9,062 205 2,810 7,641 1,107 25,025 Net assets at beginning of year 7,601 16,163 2,664 34,595 24,071 4,565 89,659 ------- ------- ------ ------- ------- ------ -------- Net assets at end of year $11,801 $25,225 $2,869 $37,405 $31,712 $5,672 $114,684 ======= ======= ====== ======= ======= ====== ======= See notes to financial statements.
7 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY For the Year Ended December 31, 1994
(000's omitted) Growth- Maximum Money Fixed Echlin Oriented Growth Market Income Stock Employee Stock Fund Stock Fund Fund Fund Fund Loans Total ---------- ---------- ------- -------- -------- -------- -------- Investment income: Net unrealized depreciation in fair value of investments $ (896) $(763) $ - $ - $(2,968) $ - $(4,627) Net realized gains (losses) on sales of investments (22) 194 - - 633 - 805 Interest and dividends 679 669 94 2,345 533 - 4,320 ------ ------- ------ ------- ------- ------- ------- Total investment (loss) income (239) 100 94 2,345 (1,802) - 498 Employee contributions 1,502 2,655 486 4,158 1,870 - 10,671 Employer incentive match contribution - - - - 1,760 - 1,760 Interest on employee loans - - - - - 316 316 ------ ------- ------ ------- ------- ------- ------- Total additions 1,263 2,755 580 6,503 1,828 316 13,245 ------ ------- ------ ------- ------- ------- ------- Employee withdrawals (178) (389) (106) (2,008) (989) - (3,670) ------ ------- ------ ------- ------- ------- ------- Net transfers between funds 575 867 (487) (1,558) (135) 738 - ------ ------- ------ ------- ------- ------- ------- Net increase (decrease) in assets 1,660 3,233 (13) 2,937 704 1,054 9,575 Net assets at beginning of year 5,941 12,930 2,677 31,658 23,367 3,511 80,084 ------ ------- ------ ------- ------- ------ ------- Net assets at end of year $7,601 $16,163 $2,664 $34,595 $24,071 $4,565 $89,659 ====== ======= ====== ======= ======= ====== ======= See notes to financial statements.
8 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 NOTE A -- SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Echlin Incentive and Savings Investment Plan ("Plan") have been prepared on the accrual basis of accounting. Investments are stated at their fair market value. The fair market value of the Growth-Oriented and the Maximum Growth mutual funds were based on each fund's net asset value on the last business day of the plan year. The fair market value of the Money Market fund represents investments made plus interest earned. The fair market value of the Fixed Income Fund represents investments made in Guaranteed Insurance Contracts ("GIC's") plus interest earned at the stated contract rate. The Echlin Stock Fund is valued at the average of the high and low price for Echlin Inc. ("Company") common stock price on the New York Stock Exchange on the last trading day of the plan year. Realized gains and losses on sales of investments are determined using the average cost method. NOTE B -- DESCRIPTION OF THE PLAN The Plan was established on March 1, 1984 to enable employees to defer a portion of their compensation on a pre-tax basis, thereby deferring federal income tax in the year in which the deferrals are made and providing savings to supplement retirement income to the employee. Putnam Fiduciary Trust Company serves as "Trustee" for the Plan and as custodian of the investments. Each employee who is in a covered class of employees within a participating division, has attained age 21 and has one year of service is eligible to participate in the Plan. An employee may elect to have 1 to 15 percent of his compensation, as defined in the Plan document, up to the 1995 maximum elective deferral amount of $9,240 as determined under Section 402(g) of the Internal Revenue Code, contributed to their account. Contributions for some participants may be further limited as a result of other Internal Revenue Code requirements. 9 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED) If at the end of its fiscal year the Company has consolidated net income for the current year or accumulated consolidated net income from prior years, the Company will match all or a portion of each eligible participant's contributions for the plan year that are based on the first 6 percent of the participant's compensation ("basic contribution"). The Company's minimum matching contribution will be based on its return on assets, as defined in the Plan, and will range from 1 percent of an employee's basic contribution (if the return on assets is 6.1 percent) to 100 percent of the basic contribution (if the return on assets is 16 percent or more). Matching contributions made by the Company will be invested solely in common stock of the Company. Participants' accounts are fully vested at all times to the extent of employee contributions. An active participant upon retirement, disability, as defined in the Plan, or death will be fully vested in the value of the Company's incentive matching contributions credited to his account regardless of his years of continuous service. A participant with less than 5 years of continuous service will be vested in the Company's incentive matching contributions credited to his account on the last day of the third plan year following the plan year for which the match was made. Once a participant has 5 or more years of continuous service with the Company, the entire balance of matching contributions credited to the participant's account and each such contribution made to his account thereafter is immediately 100 percent vested. Loans to participants and loan repayments are presented as "Net transfers between funds" in the Employee Loan Fund. Participants may borrow from their account balance in the Plan with the loan being repaid through payroll deductions. The interest rate, which is fixed for the term of the loan, is based upon the average interest rate for secured personal loans for the following three banks: First National Bank of Chicago, Fleet National Bank, and Trust Company of Georgia, rounded to the nearest half percent at the time the loan is taken out. In addition, a participant may withdraw vested funds from his or her account if it is demonstrated that a hardship, as defined under the Internal Revenue Code, exists. 10 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED) The Plan provides for the establishment of a trust which consists of five investment funds. The five funds are: The Echlin Stock Fund (invested in Echlin Inc. common stock), a Fixed Income Fund (invested in GIC's as selected by the Benefits Committee), a Maximum Growth Stock Fund (which is currently invested in the Putnam Voyager Mutual Fund), a Growth-Oriented Stock Fund (which is currently invested in the Putnam Investors Mutual Fund) and a Money Market Fund (which is currently invested in the Putnam Money Market Fund). An employee may choose to invest his or her contribution in any or all of the foregoing funds. At any time during the year an employee may amend future investment allocations and quarterly may amend past investment allocations. As of December 31, 1995 there were 8,803 participants in the Plan. Information pertaining to the earnings objectives and performance results for these funds can be requested from the Company's Human Resource department. In addition, participants are provided with quarterly statements summarizing activity in their accounts. The Employee Benefits Committee ("Plan Administrator") is responsible for the administration of the Plan. Liability of the Company for acts or omissions of any member of the Committee will be limited to amounts not covered by insurance and not payable by the trust under applicable law. The Company may, by action of its Board of Directors, amend or terminate the Plan without shareholder approval at any time. The Committee may also amend the Plan if necessary for tax qualification or legal compliance, to carry out its duties under the Plan. In the event of termination of the Plan, assets will be distributed in accordance with the terms of the Plan. Fees and expenses incurred by the Plan Administrator and the Trustee in connection with the operation of the Plan will be paid from the Plan, if not paid by the Company. NOTE C -- INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan, as amended through January 1, 1994, qualifies under Section 401(a) of the Internal Revenue Code of 1986 and therefore the related plan trust is not subject to tax under present tax laws. 11 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE D -- ASSETS HELD FOR INVESTMENT Assets held for investment at December 31, 1995 and 1994 consist of the following:
December 31, 1995 Fair - ----------------- Shares Market (000's omitted) or Units Value Cost -------- ------- --------- Mutual Funds: Putnam Money Market 2,832 $ 2,832 $ 2,832 Putnam Investors 1,352 11,642 11,117 Putnam Voyager 1,636 24,944 17,293 -------- ------- 39,418 31,242 -------- ------- Fixed Income Fund: Allstate Life Insurance Company 8,084 8,084 8,084 Massachusetts Mutual Life Insurance Company 5,122 5,122 5,122 John Hancock Mutual Life Insurance 9,348 9,348 9,348 Prudential Insurance Co. of America 4,665 4,665 4,665 Principal Mutual Life Insurance Company 5,590 5,590 5,590 New York Life Insurance Company 4,299 4,299 4,299 -------- ------- 37,108 37,108 -------- ------- Echlin Stock Fund: Echlin Inc. Common Stock 851 30,952 18,053 -------- ------- $107,478 $86,403 ======== =======
12 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE D -- ASSETS HELD FOR INVESTMENT (CONTINUED)
December 31, 1994 - ----------------- Fair Shares Market (000's omitted) or Units Value Cost -------- ------- -------- Mutual Funds: Putnam Money Market 2,635 $ 2,635 $ 2,635 Putnam Investors 1,040 7,428 8,434 Putnam Voyager 1,376 15,856 13,354 -------- ------- 25,919 24,423 -------- ------- Fixed Income Fund: Provident National Assurance Company 5,569 5,569 5,569 Allstate Life Insurance Company 7,416 7,416 7,416 Massachusetts Mutual Life Insurance Company 4,767 4,767 4,767 John Hancock Mutual Life Insurance 8,769 8,769 8,769 Prudential Insurance Co. of America 2,576 2,576 2,576 Principal Mutual Life Insurance 5,286 5,286 5,286 -------- ------- 34,383 34,383 -------- ------- Echlin Stock Fund: Echlin Inc. Common Stock 791 23,732 14,910 -------- -------- $84,034 $73,716 ======== ========
13 ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE D -- ASSETS HELD FOR INVESTMENT (CONTINUED) The following information relates to the Plan's Fixed Income Fund as of December 31, 1995:
Interest Rate Maturity Date -------------- -------------- Allstate Life Insurance Company 9.00% 1995 and 1996 Massachusetts Mutual Life Insurance Company 7.45% 1996 and 1997 John Hancock Mutual Life Insurance 6.62% 1995 and 1997 Prudential Insurance Co. of America 5.79% 1995 and 1998 Principal Mutual Life Insurance Company 5.75% 1998 New York Life Insurance Company 8.17% 1999
14 Schedule A ---------- ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS December 31, 1995 (000's omitted)
Average Sales Realized Purchases Cost Proceeds Gain --------- -------- -------- -------- Putnam Voyager Fund $4,990 $1,000 $(1,346) $346 Provident National Assurance Company - - ($5,557) - New York Life Insurance Company $8,612 - $(4,318) - Echlin Common Stock $4,286 $1,053 $(1,814) $761
15 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Echlin Incentive and Savings Investment Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Echlin Incentive and Savings Investment Plan Date: June 14, 1996 /s/ Jon P. Leckerling --------------------------------- Jon P. Leckerling Vice President, General Counsel and Corporate Secretary 16 Exhibit A CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-92426 and 33-15814) of Echlin Inc. of our report dated May 20, 1996 appearing on page 4 of this Form 11-K. /s/ Price Waterhouse LLP - ------------------------ Price Waterhouse LLP Stamford, Connecticut June 14, 1996 17 -----END PRIVACY-ENHANCED MESSAGE-----