-----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, BH6XmcaVgW6IcO+6rNLb53YmiZCjwE8OtCMcqjrOskBaAL4c/ZwFFhVsX4NkasId tAy5GdV8E+gN53Wf00LLrA== 0000052466-94-000013.txt : 19990319 0000052466-94-000013.hdr.sgml : 19990319 ACCESSION NUMBER: 0000052466-94-000013 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONICS INC CENTRAL INDEX KEY: 0000052466 STANDARD INDUSTRIAL CLASSIFICATION: 3559 IRS NUMBER: 042068530 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: SEC FILE NUMBER: 001-07211 FILM NUMBER: 94531275 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 11-K 1 11K FORM 10-K/A AMENDMENT TO FORM 10-K ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period ended___________________________ Commission File Number 1-7211 Ionics, Incorporated (Exact name of registrant as specified in it charter) Massachusetts 04-2068530 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) 65 Grove Street, Watertown, Massachusetts 02172 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 617-926-2500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as set forth in the pages attached hereto: 1. Item 14(a) 3. of Part IV of said report on Form 10-K is amended to list Form 11-K, Annual Report of the Ionics Section 401(k) Stock Savings Plan for the year ended December 31, 1993, as Exhibit 28 thereto. The Annual Report of the Ionics Section 401(k) Stock Savings Plan on Form 11-K for the year ended December 31, 1993 is hereby filed pursuant to rule 15d-21 and General Instruction F to Form 10-K as an Exhibit to said Annual Report on Form 10-K. 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. IONICS, INCORPORATED (Registrant) Date: May 27, 1994 By /s/Stephen Korn Stephen Korn Vice President and General Counsel PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements See Index to Financial Statements and Financial Statement Schedules on page IV-7. The Financial Statement Schedules are filed as part of this Annual Report on Form 10-K. 2. Financial Statement Schedules See Index to Financial Statements and Financial Statement Schedules on page IV-7. 3. Exhibits Exhibit Page No. Description No. 3.0 Articles of Organization and By-Laws 3.1 Restated Articles of Organization (filed * as Exhibit 3(a) to Form 10-K for year ended December 31, 1986). 3.1(a) Amendment to the Restated Articles of * Organization (filed as Exhibit 3(b) to Form 10-K for year ended December 31, 1987). 3.1(b) Amendment to Restated Articles of * Organization (filed as Exhibit 3.1(b) to Registration Statement No. 33-38290 on Form S-2 effective January 24, 1991). 3.2 By-Laws, as amended (filed as Exhibit 19 to * Form 10-Q for the quarter ended September 30, 1989). 4.0 Instruments defining the rights of security holders, including indentures 4.1 Industrial Revenue Bond issued by the Town ** of Watertown, Massachusetts in the amount of $3,000,000 guaranteed by Registrant, and related documents. 4.2 Agreement for a loan payable by a consolidated ** subsidiary to a bank in Australia in the principal amount of 725,000 Australian dollars guaranteed by Registrant, and related documents. IV-1 4.3 Rights Agreement, dated as of December 22, 1987, * as amended and restated as of August 15, 1989, between Registrant and The First National Bank of Boston (filed as Exhibit 1 to Registrant's Current Report on Form 8-K dated August 30, 1989). 4.4 Indenture, dated as of December 22, 1987, between * Registrant and The First National Bank of Boston, relating to Rights Agreement (filed as Exhibit 2 to Registrant's Current Report on Form 8-K dated December 22, 1987). 4.5 Form of Common Stock Certificate (filed as Exhibit * 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1990). 10. Material Contracts 10.1 1979 Stock Option Plan, as amended through February 17, 1994. 10.2 1986 Stock Option Plan for Non-Employee Directors, * as amended though February 18, 1992 (filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991). 10.3 Amended and Restated Credit Agreement between * Registrant and The First National Bank of Boston dated as of December 31, 1992 (filed on Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1992). 10.4 Operating Agreement dated as of September 27, * 1989 between Registrant and Aqua Cool Enter- prises, Inc. (filed as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989). 10.5 Term Lease Master Agreement dated as of * September 27, 1989 between Registrant and Aqua Cool Enterprises, Inc. (filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989). 10.6 Option Agreement dated as of September 27, 1989 * among Registrant, Aqua Cool Enterprises, Inc. and the other parties named therein (filed as Exhibit 10.6 to Registrant's registration statement on Form S-2, No. 33-38290, effective January 24, 1991). 10.7 Agreement for Privatization of Water Supplies * dated as of September 18, 1990 between the Company and the City of Santa Barbara, California (filed as Exhibit 10.7 to Registrant's registration statement on Form S-2, No. 33-38290, effective January 24, 1991). IV-2 10.8 Amendment No. 1, dated as of January 3, 1992, to * Agreement for Privatization of Water Supplies dated as of September 18, 1990 between the Company and the City of Santa Barbara, California (filed as Exhibit 10.8 to Registrant's annual report on Form 10-K for the year ended December 31, 1991). 10.9 Amendment No. 2, dated as of January 19, 1993, * to Agreement for Privatization of Water Supplies dated as of September 18, 1990 between the Company and the City of Santa Barbara, California (filed as Exhibit 10.9 to the Registrant's annual report on Form 10-K for the year ended December 31, 1992). 10.10 Asset Purchase Agreement Among the Company, * Resources Conservation Company, Resources Conservation Co. International and Halliburton NUS Corporation dated December 30, 1993 (filed as Exhibit 2 to Registrant's current report on Form 8-K dated February 7, 1994 and filed electronically on the same date). 11. Statement re Computation of Earnings Per Share. 13. Annual Report to Stockholders of the Registrant for the year ended December 31, 1993 (only pages 17 through 32 and the inside back cover constitute an exhibit to this report). 22. Subsidiaries of the Registrant. 24. Consents 24.1 Consent of Coopers & Lybrand to incorporation by reference of that firm's report dated February 22, 1994, which is included on page 31 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1993. 25. Power of Attorney. 28. Form 11-K Annual Report of the Ionics Section 401(k) Stock Savings Plan for the year ended December 31, 1993. ________________________________ * incorporated herein by reference ** copies of which will be filed by Registrant with the Securities and Exchange Commission upon its request IV-3 Exhibit No. 28 to Annual Report on Form 10-K of Ionics, Incorporated for the year ended December 31, 1993 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 1993 _________ OR [ ] 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 number 1-7211 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Ionics Section 401(k) Stock Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: IONICS, INCORPORATED 65 Grove Street Watertown, Massachusetts 02172 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Accountants 2 Statements of Financial Condition 3- 4 Statements of Income and Changes in Plan Equity 5- 7 Notes to Financial Statements 8-10 Signatures 11 Exhibit 1 - Consent of Independent Accountants 12 -1- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Ionics, Incorporated and the Administrators of the Ionics Section 401(k) Stock Savings Plan: We have audited the accompanying statements of financial condition of the Ionics Section 401(k) Stock Savings Plan as of December 31, 1993 and 1992 and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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 financial condition of the Ionics Section 401(k) Stock Savings Plan at December 31, 1993 and 1992 and the income and changes in plan equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Coopers & Lybrand Boston, Massachusetts May 18, 1994 -2- IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION
IONICS, INC. EQUITY CASH COMMON INCOME RESERVES PURITAN STOCK FUND FUND FUND FUND TOTAL DECEMBER 31, 1993 ASSETS: INVESTMENTS, AT MARKET (SEE NOTE 2): IONICS, INCORPORATED COMMON STOCK: 127,379 SHARES @ $49.625 PER SHARE (COST $3,174,341) $6,321,183 $6,321,183 FIDELITY INVESTMENTS: EQUITY INCOME FUND: 29,735.54 SHARES @ $33.84 PER SHARE (COST $809,176) $1,006,251 1,006,251 CASH RESERVES: 242,898.05 SHARES @ $1.00 PER SHARE (COST $242,898) $242,898 242,898 PURITAN FUND: 43,121.96 SHARES @ $15.75 PER SHARE (COST $619,726) $679,171 679,171 CASH AND CASH EQUIVALENTS 60,767 11,852 3,489 9,464 85,572 ACCRUED INCOME 78 5 1 4 88 RECEIVABLE FROM IONICS, INCORPORATED AND PLAN PARTICIPANTS 40,949 5,921 1,480 6,349 54,699 $6,422,977 $1,024,029 $247,868 $694,988 $8,389,862 PLAN EQUITY $6,422,977 $1,024,029 $247,868 $694,988 $8,389,862 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. -3-
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
IONICS, INC. EQUITY CASH COMMON INCOME RESERVES PURITAN STOCK FUND FUND FUND FUND TOTAL DECEMBER 31, 1992 ASSETS: INVESTMENTS, AT MARKET (SEE NOTE 2): IONICS, INCORPORATED COMMON STOCK: 115,435 SHARES @ $67.875 PER SHARE (COST $2,504,795) $7,835,151 $7,835,151 FIDELITY INVESTMENTS: EQUITY INCOME FUND: 25,834 SHARES @ $29.01 PER SHARE (COST $679,573) $749,443 749,443 CASH RESERVES: 270,843 SHARES @ $1.00 PER SHARE (COST $270,843) $270,843 270,843 PURITAN FUND: 31,541.81 SHARES @ $14.74 PER SHARE (COST $432,050) $464,926 464,926 CASH AND CASH EQUIVALENTS 52,487 8,919 3,295 6,421 71,122 ACCRUED INCOME 75 8 2 7 92 RECEIVABLE FROM IONICS, INCORPORATED AND PLAN PARTICIPANTS 36,571 7,051 3,097 2,584 49,303 $7,924,284 $765,421 $277,237 $473,938 $9,440,880 PLAN EQUITY $7,924,284 $765,421 $277,237 $473,938 $9,440,880 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. -4-
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
IONICS, INC. EQUITY CASH COMMON INCOME RESERVES PURITAN STOCK FUND FUND FUND FUND TOTAL YEAR ENDED DECEMBER 31, 1993 PLAN EQUITY- BEGINNING OF YEAR $ 7,924,284 $ 765,421 $277,237 $473,938 $ 9,440,880 NET INVESTMENT INCOME, PRINCIPALLY INTEREST AND DIVIDENDS 2,167 32,080 8,234 25,554 68,035 REALIZED NET CAPITAL GAINS FROM INVESTMENTS 139,547 7,427 0 51,941 198,915 NET (DEPRECIATION) APPRECIATION IN THE FAIR VALUE OF INVESTMENTS (2,183,514) 127,206 0 26,568 (2,029,740) CONTRIBUTIONS: PARTICIPANTS 613,976 145,575 40,637 122,116 922,304 : IONICS, INCORPORATED 306,987 0 0 0 306,987 FORFEITURES USED TO REDUCE COMPANY'S CONTRIBUTIONS 0 0 0 0 0 INTERFUND TRANSFERS 0 19,418 (67,884) 48,466 0 WITHDRAWALS BY AND DISTRIBUTIONS TO PARTICIPANTS (380,470) (73,098) (10,356) (53,595) (517,519) NET CHANGES IN PLAN EQUITY FOR THE YEAR (1,501,307) 258,608 (29,369) 221,050 (1,051,018) PLAN EQUITY- END OF YEAR $ 6,422,977 $1,024,029 $247,868 $694,988 $ 8,389,862 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. -5-
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY (CONTINUED)
IONICS,INC. EQUITY CASH COMMON INCOME RESERVES PURITAN STOCK FUND FUND FUND FUND TOTAL YEAR ENDED DECEMBER 31, 1992 PLAN EQUITY- BEGINNING OF YEAR $4,813,598 $630,004 $ 240,720 $329,237 $6,013,559 NET INVESTMENT INCOME, PRINCIPALLY INTEREST AND DIVIDENDS 1,004 27,087 9,505 22,837 60,433 REALIZED NET CAPITAL GAINS FROM INVESTMENTS 0 2,284 0 20,584 22,868 NET APPRECIATION IN THE FAIR VALUE OF INVESTMENTS 2,547,745 66,281 0 13,654 2,627,680 CONTRIBUTIONS: PARTICIPANTS 468,968 108,449 43,996 80,079 701,492 : IONICS, INCORPORATED 234,491 0 0 0 234,491 FORFEITURES USED TO REDUCE COMPANY'S CONTRIBUTIONS 0 0 0 0 0 INTERFUND TRANSFERS 0 (20,889) (3,599) 24,488 0 WITHDRAWALS BY AND DISTRIBUTIONS TO PARTICIPANTS (141,522) (47,795) (13,385) (16,941) (219,643) NET CHANGES IN PLAN EQUITY FOR THE YEAR 3,110,686 135,417 36,517 144,701 3,427,321 PLAN EQUITY- END OF YEAR $7,924,284 $765,421 $277,237 $473,938 $9,440,880 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS -6-
IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY (CONTINUED)
IONICS, INC. EQUITY CASH COMMON INCOME RESERVES PURITAN STOCK FUND FUND FUND FUND TOTAL YEAR ENDED DECEMBER 31, 1991 PLAN EQUITY- BEGINNING OF YEAR $2,936,753 $490,681 $139,953 $236,260 $3,803,647 NET INVESTMENT INCOME, PRINCIPALLY INTEREST AND DIVIDENDS 1,834 27,404 11,932 15,994 57,164 REALIZED NET CAPITAL GAINS (LOSSES) FORM INVESTMENTS 81,728 (5,343) 0 (30) 76,355 NET APPRECIATION IN THE FAIR VALUE OF INVESTMENTS 1,604,764 121,083 0 42,560 1,768,407 CONTRIBUTIONS: PARTICIPANTS 415,115 101,996 54,645 65,138 636,894 : IONICS, INCORPORATED 208,057 0 0 0 208,057 FORFEITURES USED TO REDUCE COMPANY'S CONTRIBUTIONS (4,750) 0 0 0 (4,750) INTERFUND TRANSFERS 1,248 (46,115) 46,983 (2,116) 0 WITHDRAWALS BY AND DISTRIBUTIONS TO PARTICIPANTS (431,151) (59,702) (12,793) (28,569) (532,215) NET CHANGES IN PLAN EQUITY FOR THE YEAR 1,876,845 139,323 100,767 92,977 2,209,912 PLAN EQUITY- END OF YEAR $4,813,598 $630,004 $240,720 $329,237 $6,013,559 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS -7-
IONICS SECTION 401(k) STOCK SAVINGS PLAN Notes to Financial Statements Note 1: Investment Programs Contributions made by employees to the Ionics Section 401(k) Stock Savings Plan (the "Plan") may be used to purchase either common stock of the Company or may be directed to be invested in any of three (3) Fidelity Funds. Matching Company contributions under the Plan are invested solely in common stock of the Company. A brief description of each investment fund follows: a. Ionics, Incorporated Common Stock Fund - This fund invests directed contributions solely in common stock of the Company. There were 438 active participants in this fund at December 31, 1993. b. Fidelity Equity Income Fund - This mutual fund maintains a broadly-based diversified investment portfolio of stocks, bonds and convertible securities with its primary objective of producing current income and capital appreciation. There were 168 active participants in this fund at December 31, 1993. c. Fidelity Cash Reserves - This mutual fund is essentially a money market fund which invests principally in prime commercial paper, high-grade corporate obligations, U.S. Government obligations and Certificates of Deposit issued by major banks. There were 82 active participants in this fund at December 31, 1993. d. Fidelity Puritan Fund - This mutual fund maintains a broadly based, conservatively managed, diversified investment portfolio which is primarily income-oriented with a secondary emphasis on growth. Its portfolio consists principally of high yielding common and preferred stocks and corporate bonds. There were 147 active participants in this fund at December 31, 1993. Note 2: Investments Investment of the Plan in Ionics, Incorporated common stock is stated at market, market being the last sale price on December 31, 1993 of Ionics, Incorporated common stock as reported on the New York Stock Exchange. Investments in the Plan of the three (3) Fidelity Funds are stated at Net Asset Value of the funds reported as of December 31, 1993. -8- Unrealized appreciation included in market value of investments at December 31, is as follows: Increase 1993 1992 (Decrease) Ionics, Inc. $3,146,842 $5,330,356 $(2,183,514) Common Stock Fund Equity Income Fund 197,076 69,870 127,206 Puritan Fund 59,444 32,876 26,568 $3,403,362 $5,433,102 $(2,029,740) Realized capital gains for 1993 are as follows: Aggregate Aggregate Cost Proceeds Gain Ionics, Inc. $1,085,931 $1,225,478 $ 139,547 Common Stock Fund Equity Income Fund 169,484 176,911 7,427 Cash Reserves 178,202 178,202 -0- Puritan Fund 145,663 197,604 51,941 $1,579,280 $1,778,195 $ 198,915 The cost basis used to derive gain or loss on the sale of investments is determined on the first-in, first-out method. Note 3: Taxes The United States Treasury Department issued a letter on April 15, 1987 indicating that the Plan met the requirements of Section 401(a) and Section 401(k), and accordingly the Plan is considered to be exempt from federal income taxes under provisions of Section 501(a). Elective contributions made to a plan under a qualified cash-or- deferred arrangement are not includible in the employee's gross income. Income taxes are postponed until the employee receives a distribution from the plan. In addition, earnings on elective contributions are accumulated tax-free until distributed. -9- Note 4: Subsequent Events Effective May 1, 1994, the Plan was amended to comply with regulation 404(c) by providing multiple investment selections for plan participants and the opportunity to change investment elections on a quarterly basis. The cash reserve and equity-income investment options were eliminated and replaced by a guaranteed investment contract (GIC), asset allocation and growth fund options. Also, the Plan was amended to include loan provisions for the participants based on certain rules including a minimum amount of $1,000 and a maximum not to exceed the lesser of 50% of the participant's total vested account balance or $50,000. -10- SIGNATURES Ionics Section 401(k) Stock Savings Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. IONICS SECTION 401(k) STOCK SAVINGS PLAN Date: May 27, 1994 By /s/Marianne Manzon Winsser Marianne Manzon Winsser Administrator -11- EX-23 2 EXHIBIT 1 EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of the Ionics Section 401(k) Stock Savings Plan on Form S-8 (Registration No. 33-2092) of our report dated May 18, 1994 on our audits of the financial statements of the Ionics Section 401(k) Stock Savings Plan as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, which report is included in this Annual Report on Form 11-K of the Plan which is being filed as Exhibit 28 to the Annual Report on Form 10-K of Ionics, Incorporated for the year ended December 31, 1993. Coopers & Lybrand Boston, Massachusetts May 27, 1994 - - - - - -12- -----END PRIVACY-ENHANCED MESSAGE-----