-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, X2qc85j0uveV3T1Klpn6X7p3waogQF4j8q5RBwjVeyGBnX7kj4RejnxxXrrfxiDh bDSWeNv2DUQ/kbyd41k58g== 0000950152-95-001400.txt : 199506290000950152-95-001400.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950152-95-001400 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00892 FILM NUMBER: 95550305 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 2163743985 MAIL ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 11-K 1 TREMCO STOCK OWNERSHIP PLAN FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET N.W. WASHINGTON, D.C. 20549-1004 FORM 11-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR A TRANSITION PERIOD FROM _______________ TO ________________ COMMISSION FILE NUMBER 1-892 ________ A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: TREMCO STOCK OWNERSHIP PLAN B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: THE B.F.GOODRICH COMPANY 3925 EMBASSY PARKWAY AKRON, OHIO 44333-1799 2 REQUIRED INFORMATION 1. AUDITED FINANCIAL STATEMENTS FOR THE PLAN. THE REPORT OF INDEPENDENT AUDITORS; STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1994 AND 1993; STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS THEN ENDED; AND SUPPLEMENTAL SCHEDULES ARE ATTACHED HERETO. 2. EXHIBIT CONSENT OF INDEPENDENT AUDITORS SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TREMCO STOCK OWNERSHIP PLAN COMMITTEE HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. TREMCO STOCK OWNERSHIP PLAN COMMITTEE DATE JUNE 28, 1995 /S/JAMES L. FRANCIS --------------------------------------- JAMES L. FRANCIS MEMBER OF TREMCO STOCK OWNERSHIP PLAN COMMITTEE 3 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TREMCO STOCK OWNERSHIP PLAN DECEMBER 31, 1994 WITH REPORT OF INDEPENDENT AUDITORS 4 TREMCO STOCK OWNERSHIP PLAN AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1994 CONTENTS Report of Independent Auditors..................................1 Audited Financial Statements Statement of Net Assets Available for Plan Benefits............ 2 Statement of Changes in Net Assets Available for Plan Benefits.................................................4 Notes to Financial Statements...................................6 Supplemental Schedules Form 5500 Item 27a - Schedule of Assets Held for Investment Purposes..........................................13 Form 5500 Item 27d - Schedule of Reportable Transactions.......14 5 REPORT OF INDEPENDENT AUDITORS Tremco Stock Ownership Plan Committee We have audited the accompanying statements of net assets available for plan benefits of the Tremco Stock Ownership Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan 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 plan benefits of the Tremco Stock Ownership Plan at December 31, 1994 and 1993, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules listed in the accompanying table of contents are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1994 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1994 financial statements taken as a whole. Ernst & Young LLP Cleveland, Ohio June 8, 1995 1 6 E TREMCO STOCK OWNERSHIP PLAN Statement of Net Assets Available for Plan Benefits December 31, 1994 and 1993
Fund B Fund A The BFGoodrich Investment Company Common Total Quality Bond Stock ------------------ ---------------- ----------------- 1994 1993 1994 1993 1994 1993 ---- ---- ---- ---- ---- ---- ASSETS Investments at fair value (Notes 1 and 4): Common Stock of The BFGoodrich Company $13,310,009 $11,310,814 $ - $ - $13,310,009 $11,310,814 Investment Quality Bond Fund 717,831 773,382 717,831 773,382 - - Stock Index Fund 1,583,771 1,406,146 - - - - Balanced Fund 1,243,076 1,376,942 - - - - Money Market Fund 2,441,550 2,248,691 142,279 8,724 303,126 405,456 Loans to participants 1,433,574 1,350,431 - - - - ---------- ---------- ------- -------- ---------- ---------- Total investments 20,729,811 18,466,406 860,110 782,106 13,613,135 11,716,270 Receivables: Participant contributions receivable 3,030 2,961 - - - - Dividends and interest receivable 207,830 5,179 147 - 168,772 - Interfund receivable 87,977 199,478 40,418 59,830 38,951 139,648 ---------- ---------- ------- -------- ---------- ---------- Total receivables 298,837 207,618 40,565 59,830 207,723 139,648 Cash 4,052 991 - 192 - - ---------- ---------- ------- -------- ---------- ---------- Total assets 21,032,700 18,675,015 900,675 842,128 13,820,858 11,855,918 LIABILITIES Interfund payable 87,977 199,478 - - - - Payable for investment purchased - 225,030 - 8,035 - 175,263 Other liabilities 8,285 7,124 1,144 1,987 - - ---------- ---------- ------- -------- ---------- ---------- Total liabilities 96,262 431,632 1,144 10,022 - 175,263 ---------- ---------- ------- -------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,936,438 $18,243,383 $899,531 $ 832,106 $13,820,858 $11,680,655 ========== ========== ======= ======== ========== ========== See notes to financial statements.
2 7
Fund C Short-Term Fund D Fund E Fund F Investment Stock Index Balanced Loan Account ------------------ ------------------ ------------------ ----------------- 1994 1993 1994 1993 1994 1993 1994 1993 ---- ---- ---- ----- ---- ---- ---- ---- $ - $ - $ - $ - $ - $ - $ - $ - - - - - - - - - - - 1,583,771 1,406,146 - - - - - - - - 1,243,076 1,376,942 - - 1,934,317 1,792,168 37,288 17,973 24,540 24,370 - - - - - - - - 1,433,574 1,350,431 --------- --------- --------- --------- --------- --------- --------- --------- 1,934,317 1,792,168 1,621,059 1,424,119 1,267,616 1,401,312 1,433,574 1,350,431 - 133 3,030 2,828 - - - - 9,485 5,179 65 - 61 - 29,300 - 3,819 - - - 4,789 - - - --------- --------- --------- --------- --------- --------- --------- --------- 13,304 5,312 3,095 2,828 4,850 - 29,300 - - - - 417 - 382 4,052 - --------- --------- --------- --------- --------- --------- --------- --------- 1,947,621 1,797,480 1,624,154 1,427,364 1,272,466 1,401,694 1,466,926 1,350,431 - 25,638 53,887 108,804 - 65,036 34,090 - - - - 17,362 - 24,370 - - 4,272 1,297 809 626 2,060 3,214 - - --------- --------- --------- --------- --------- --------- --------- --------- 4,272 26,935 54,696 126,792 2,060 92,620 34,090 - --------- --------- --------- --------- --------- --------- --------- --------- $1,943,349 $1,770,545 $1,569,458 $1,300,572 $1,270,406 $1,309,074 $1,432,836 $1,350,431 ========= ========= ========= ========= ========= ========= ========= =========
3 8 TREMCO STOCK OWNERSHIP PLAN Statement of Changes in Net Assets Available for Plan Benefits For the Years Ended December 31, 1994 and 1993
Fund B Fund A The BFGoodrich Investment Company Common Total Quality Bond Stock ------------------ ------------------ ----------------- 1994 1993 1994 1993 1994 1993 ---- ---- ---- ---- ---- ---- ADDITIONS Investment income: Dividends - Common Stock of The BFGoodrich Company $ 659,579 $ 584,735 $ - $ - $ 659,579 $ 584,735 Interest 333,967 164,680 59,228 2,607 5,894 4,783 ---------- ---------- ------- ------- ---------- ---------- 993,546 749,415 59,228 2,607 665,473 589,518 Contributions from: Participants 1,996,531 1,973,543 167,156 127,453 1,032,521 1,130,804 Company 897,652 902,117 - - 897,652 902,117 ---------- ---------- ------- ------- ---------- ---------- 2,894,183 2,875,660 167,156 127,453 1,930,173 2,032,921 ---------- ---------- ------- ------- ---------- ---------- Total additions 3,887,729 3,625,075 226,384 130,060 2,595,646 2,622,439 DEDUCTIONS Withdrawals and terminations: Cash (1,637,630) (1,731,452) (97,463) (80,008) (840,557) (652,138) Common Stock of The BFGoodrich Company (233,665) (129,411) - - (233,665) (129,411) ---------- ---------- ------- ------- ---------- ---------- (1,871,295) (1,860,863) (97,463) (80,008) (1,074,222) (781,549) Administrative expenses (35,615) (28,380) (5,348) (3,665) - - ---------- ---------- ------- ------- ---------- ---------- Total deductions (1,906,910) (1,889,243) (102,811) (83,673) (1,074,222) (781,549) Net realized and unrealized appreciation (depreciation) in aggregate fair value of investments 712,236 (2,069,430) (78,239) 50,613 882,427 (2,334,815) Transfers between funds, net - - 22,091 209,384 (263,648) (85,389) ---------- ---------- ------- ------- ---------- ---------- Net increase (decrease) 2,693,055 (333,598) 67,425 306,384 2,140,203 (579,314) Net assets available for plan benefits at beginning of year 18,243,383 18,576,981 832,106 525,722 11,680,655 12,259,969 ---------- ---------- ------- ------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $20,936,438 $18,243,383 $899,531 $832,106 $13,820,858 $11,680,655 ========== ========== ======= ======= ========== ========== See notes to financial statements.
4 9
Fund C Short-Term Fund D Fund E Fund F Investment Stock Index Balanced Loan Account ------------------ ------------------ ------------------ ----------------- 1994 1993 1994 1993 1994 1993 1994 1993 ---- ----- ---- ---- ---- ---- ---- ---- $ - $ - $ - $ - $ - $ - $ - $ - 79,424 72,537 43,530 2,286 61,985 2,778 83,906 79,689 ---------- ---------- --------- --------- --------- ---------- ---------- --------- 79,424 72,537 43,530 2,286 61,985 2,778 83,906 79,689 83,535 78,635 419,088 378,618 294,231 258,033 - - - - - - - - - - ---------- ---------- --------- --------- --------- ---------- ---------- --------- 83,535 78,635 419,088 378,618 294,231 258,033 - - ---------- ---------- --------- --------- --------- ---------- ---------- --------- 162,959 151,172 462,618 380,904 356,216 260,811 83,906 79,689 (241,392) (493,223) (225,098) (199,988) (187,058) (262,307) (46,062) (43,788) - - - - - - - - ---------- ---------- --------- --------- --------- ---------- ---------- --------- (241,392) (493,223) (225,098) (199,988) (187,058) (262,307) (46,062) (43,788) (12,998) (11,133) (9,078) (6,898) (8,191) (6,684) - - ----------- ---------- --------- --------- --------- ---------- ---------- --------- (254,390) (504,356) (234,176) (206,886) (195,249) (268,991) (46,062) (43,788) - - (16,882) 115,812 (75,070) 98,960 - - 264,235 (430,938) 57,326 (43,328) (124,565) 164,873 44,561 185,398 ---------- ---------- --------- --------- ------- --------- ---------- --------- 172,804 (784,122) 268,886 246,502 (38,668) 255,653 82,405 221,299 1,770,545 2,554,667 1,300,572 1,054,070 1,309,074 1,053,421 1,350,431 1,129,132 ---------- ---------- --------- --------- --------- ---------- ---------- --------- $ 1,943,349 $ 1,770,545 $1,569,458 $1,300,572 $1,270,406 $ 1,309,074 $ 1,432,836 $1,350,431 ========== ========== ========= ========= ========= ========== ========== =========
5 10 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1994 1. SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Tremco Stock Ownership Plan (the "Plan") are maintained on the accrual basis. The Plan's investments are stated at fair value. Common stock of The BFGoodrich Company ("BFGoodrich") is valued at the last reported sales price on the last business day of the plan year. Investments in mutual funds, which include The Victory Investment Quality Bond Fund, The Victory Stock Index Fund, and The Victory Balanced Fund and in a common trust fund, the Society National Bank Retirement Trust EB Money Market Fund, represent the Plan's proportionate share of the net assets of each fund. The loans to participants are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 2. DESCRIPTION OF THE PLAN Tremco Incorporated ("Tremco" or the "Company") has established the Plan with Society National Bank, Cleveland, Ohio (Trustee). All employer and employee contributions are deposited monthly with the Trustee who manages the assets of the Trust. The Plan is a defined contribution plan covering substantially all domestic full-time employees of the Company and participating subsidiaries. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Trustee maintains the following investment funds under the Plan: FUND A--Primarily holds mutual fund shares of The Victory Investment Quality Bond Fund, which invests primarily in U.S. Treasury securities, federal agency issues and corporate bonds. FUND B--Primarily invests in Common Stock of The BFGoodrich Company. FUND C--Primarily holds units in the Society National Bank Retirement Trust EB Money Market Fund, which invests primarily in short-term investments such as certificates of deposit, U.S. Treasury Bills, and selected commercial paper. 6 11 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) FUND D--Primarily holds mutual fund shares of The Victory Stock Index Fund, which invests primarily in a broadly diversified portfolio of stocks designed to approximate the performance of the Standard & Poor's 500 Stock Composite Index. FUND E--Primarily holds mutual fund shares of The Victory Balanced Fund, which invests primarily in a mix of stocks, bonds, convertible securities, and fixed income obligations. In addition, Fund F, the participant loan account, represents cumulative loans to participants. Effective December 1993, the Plan was amended to provide the investment options as described above. Previously, Fund A held units of the Society National Bank EB Fixed Income Fund, Fund D held units of the Society National Bank EB Equity Index Fund, and Fund E held units of the Society National Bank EB Balanced Fund. These Society National Bank common trust funds held investments similar to the Society mutual funds that replaced them. Participant contribution allocations and transfers among or between the various investment funds are subject to certain restrictions as described in the plan document. Further, participants under age 55 are not permitted to transfer out any existing balances in The BFGoodrich Company Common Stock Fund that are attributable to Company contributions made after January 1, 1992. Upon enrollment, participants may contribute to the Plan up to a maximum of 15% of their compensation. The Plan allows participants to make both pre-tax and after-tax contributions. However, the sum of both pre-tax and after-tax contributions cannot exceed 15% of participants' compensation. The Company and its participating subsidiaries contribute to the Plan up to an amount equal to 50% of the first 6% of participants' contributions. All Company contributions are invested only in The BFGoodrich Company Common Stock Fund. All assets of the Plan are recorded in individual participant accounts. Each participant's account is credited with the participant's contributions, the Company contributions, and an allocation of plan income based on the proportion that the value of each account bears to the value of all accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participants are fully vested as to their contributions and their share of Company contributions. 7 12 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Participants may borrow against their account balance subject to certain restrictions and as permitted under the Internal Revenue Code ("IRC") not to exceed the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to/from the investment fund and the loan fund. Loan terms are up to 5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the base lending rate quoted by the Trustee. Interest rates range from 6% to 8 1/2%. Principal and interest is paid ratably through monthly payroll deductions. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a termination of the Plan, the net assets of the Plan will be distributed to the participants based on the value of their accounts. Since this is an individual account plan, the Pension Benefit Guaranty Corporation does not guarantee any benefits. The foregoing description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Copies of the Plan agreement are available from the Human Resource Department of the Company. 3. INCOME TAX STATUS The Internal Revenue Service ("IRS") has ruled (March 11, 1986) that the Plan qualifies under sections 401(a) and 401(k) of the IRC and the Trust of the Plan qualifies under section 501(a) of the IRC and, therefore, contributions and earnings received by the Trust are not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Tremco Stock Ownership Plan Committee is not aware of any course of action or series of events that have occurred including plan amendments made subsequent to the ruling date that might adversely affect the Plan's qualified status. The Plan sponsor is awaiting a response to their request for a new determination letter made in March 1995. 8 13 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 4. INVESTMENTS The Plan's investments are held by a bank-administered trust fund. Net realized and unrealized appreciation (depreciation) in the aggregate fair value of plan investments during the years ended December 31, 1994 and 1993 are as follows:
Year Ended Year Ended December 31, December 31, 1994 1993 ------------ ------------ Common Stock of The BFGoodrich Company $882,427 $(2,334,815) The Victory Investment Quality Bond Fund (78,239) 50,613 The Victory Stock Index Fund (16,882) 115,812 The Victory Balanced Fund (75,070) 98,960 ------- ---------- $712,236 $(2,069,430) ======= ===========
9 14 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) Investments are stated at fair value in the Plan's Statement of Net Assets Available for Plan Benefits. Cost information is as follows at December 31, 1994 and 1993.
December 31, 1994 December 31, 1993 ---------------------------- -------------------- Shares or Shares or Units Held Cost Units Held Cost ---------- ----- ---------- ------ Common Stock of The BFGoodrich Company 306,859 $13,410,742 281,014 $12,225,192 shares shares The Victory Investment 79,230 775,576 77,883 778,758 Quality Bond Fund shares shares (formerly called the Society Investment Quality Bond Fund) The Victory Stock 160,138 1,597,432 140,054 1,400,627 Index Fund shares shares (formerly called the Society Stock Index Fund) The Victory Balanced 131,403 1,306,710 137,419 1,374,331 Fund shares shares (formerly called the Society Balanced Fund) Society National Bank Retirement Trust EB 2,441,550 2,441,550 2,248,691 2,248,691 Money Market Fund units units Loans to Participants - 1,433,574 - 1,350,431 ---------- ---------- Total Investments at Cost $20,965,584 $19,378,030 ========== ==========
10 15 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the Plan's net assets available for plan benefits are as follows:
December 31, 1994 December 31, 1993 ----------------------------- ----------------------------- Amounts or Market Amounts or Market Units Held Value Units Held Value ---------- ------- ---------- -------- Common Stock of The BFGoodrich Company 306,859 $13,310,009 281,014 $11,310,814 shares shares The Victory Stock Index Fund 160,138 1,583,771 140,054 1,406,146 (formerly called the Society shares shares Stock Index Fund) The Victory Balanced Fund 131,403 1,243,076 137,419 1,376,942 (formerly called the Society shares shares Balanced Fund) Society National Bank Retirement Trust EB Money Market Fund 2,441,550 2,441,550 2,248,691 2,248,691 units units Loans to Participants 1,433,574 1,350,431
5. TRANSACTIONS WITH PARTIES-IN-INTEREST All legal, accounting and administrative expenses are paid by the Company, except that the Plan pays investment management fees. Other than described above or pursuant to the trust agreement (see Note 4), The Plan has had no agreements or transactions with parties-in-interest. 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
December 31, 1994 ----------- Net assets available for plan benefits per the financial statements $20,936,438 Amounts allocated to withdrawn participants (1,297,148) ----------- Net assets available for benefits per the Form 5500 $19,639,290 ===========
11 16 TREMCO STOCK OWNERSHIP PLAN Notes to Financial Statements (continued) 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended December 31, 1994 ---------- Withdrawals and terminations paid to participants per the financial statements $1,871,295 Add amounts allocated to withdrawn participants at December 31, 1994 1,297,148 --------- Benefits paid to participants per the Form 5500 $3,168,443 =========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. In 1993, there were no reconciling items between the financial statements and the Form 5500. 7. SUBSEQUENT EVENTS In October 1994,the Board of Directors of the BFGoodrich Company approved the merger of the Plan into The BFGoodrich Company Retirement Plus Savings Plan ("RPSP Plan") and the BFGoodrich Company Retirement Plus Savings Plan for Wage Employees ("Wage RPSP Plan"). Effective January 1, 1995, the Plan was amended to split the Plan into components to facilitate the merger of the Plan into the RPSP and Wage RPSP Plans. The salaried employees' component of the Plan was merged into the RPSP Plan and the Barbourville, Kentucky plant wage employees' component of the Plan merged into the Wage RPSP Plan effective January 1, 1995. The Cleveland, Ohio, Kinsman plant wage employees' remained in the Plan until March 1, 1995 when the merger with the RPSP Wage Plan was completed. 8. NUMBER OF PARTICIPANTS (UNAUDITED) The number of participants contributing to the Plan fund options are as follows:
December 31, December 31, 1994 1993 ------------ ------------ Fund A 246 341 Fund B 761 741 Fund C 286 297 Fund D 360 227 Fund E 322 326
12 17 TREMCO STOCK OWNERSHIP PLAN Form 5500 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1994
Description of Investment Identity of Including Maturity Issuer, Borrower Date, Rate of Lessor or Interest, Par or Historical Market Similar Party Maturity Value Cost Value - ---------------- ----------------- ---------- ------ The BFGoodrich Company* 306,859 shares of Common Stock, $5 par value $13,410,742 $13,310,009 The Victory Investment 79,230 shares Quality Bond Fund* of The Victory Investment Quality Bond Fund 775,576 717,831 The Victory Stock Index 160,138 shares of Fund* The Victory Stock Index Fund 1,597,432 1,583,771 The Victory Balanced 131,403 shares Fund* of The Victory Balanced Fund 1,306,710 1,243,076 Society National Bank 2,441,550 units of Retirement Trust EB of the Society Money Market Fund* National Bank Retirement Trust EB Money Market Fund 2,441,550 2,441,550 Participants* Loans, maturing from 1995 to 2009, interest rates between 6% and 8 1/2% 1,433,574 1,433,574 ---------- ---------- Total Assets Held for Investment Purposes $20,965,584 $20,729,811 ========== ========== *Indicates party-in-interest to the Plan.
13 18 TREMCO STOCK OWNERSHIP PLAN Form 5500 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1994
Number Number Value of of of Net Description of Assets Purchases Sales Purchases Sales Gain** - --------------------- --------- ------ --------- ----- ---- Category (iii) - Series of transactions within the year ended December 31, 1994 involving securities of the same issue if, when aggregated, involved an amount in excess of 5% of the current value of plan assets. Common Stock of The BFGoodrich Company* 12 4 $1,562,380 $ 445,615 $68,785 Society National Bank Retirement Trust EB Money Market Fund* 157 203 6,783,866 6,591,007 - There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 1994. * Indicates part-in-interest to the Plan. **Based on historical cost of related assets sold.
14 EX-23 2 TREMCO STOCK OWNERSHIP PLAN EXHIBIT 23 1 EXHIBIT CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No.2-90616) pertaining to the Tremco Stock Ownership Plan of our report dated June 8, 1995, with respect to the financial statements and supplemental schedules of the Tremco Stock Ownership Plan included in this Annual Report (Form 11-K) for the year ended December 31,1994. ERNST & YOUNG LLP Cleveland, Ohio June 26, 1995 15 -----END PRIVACY-ENHANCED MESSAGE-----