-----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, UYzLyMkIqVyQWTHgqbOF3OhlRKucHTW0hMhmYPayoxrpJO+FbJIVzHdQk+cVMCBO XPT06CCM6B4/JbEBPezj1Q== 0000052466-96-000025.txt : 19990319 0000052466-96-000025.hdr.sgml : 19990319 ACCESSION NUMBER: 0000052466-96-000025 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 96587711 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 11-K 1 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, 1995 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) /1 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, 1995 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, 1995, as Exhibit 13(b) thereto. The annual Report of the Ionics Section 401(k) Stock Savings Plan on Form 11-K for the year ended December 31, 1995 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: June 28, 1995 By /s/Stephen Korn Stephen Korn Vice President and General Counsel /2 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 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. 4.2 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). /3 IV-1 4.3 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). 4.4 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 22, 1996. 10.2 1986 Stock Option Plan for Non-Employee Directors, as amended through August 22, 1995. 10.3 Amended and Restated Credit Agreement between * Registrant and the First National Bank of Boston dated as of December 31, 1992 (filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1992). 10.3(1) Amendment Agreement No. 1, dated as of December 31, 1995, to Amended and Restated Credit Agreement between Registrant and The First National Bank of Boston. 10.4 Operating Agreement dated as of September 27, * 1989 between Registrant and Aqua Cool Enterprises, 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). /4 IV-2 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). 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 Amendment No. 3, dated June 28, 1994, to Agreement * for Privatization of Water Supplies dated as of September 18, 1990, between the Company and the City of Santa Barbara, California (filed electronically as Exhibit 10.1 to the Registrant's Form 10-Q for the period ended June 30, 1994). 10.11 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). 10.12 1994 Restricted Stock Plan (filed as Exhibit 10.12 * to Registrant's Annual Report on Form 10-K dated March 30, 1995 and filed electronically on the same date). 11. Statement re Computation of Earnings Per Share. * 13.(a) Annual Report to Stockholders of the Registrant for * the year ended December 31, 1995 (only pages 16 through 32 and the inside back cover constitute an exhibit to this report). 13.(b) Form 11-K Annual Report of the Ionics Section 401(k) 7 Stock Savings Plan for the year ended December 31, 1995. 21. Subsidiaries of the Registrant. * /5 IV-3 23. Consents 23.1 Consent of Coopers & Lybrand L.L.P. to incorporation * by reference of that firm's report dated February 20, 1996, which is included on page 31 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1995. 24. Power of Attorney. * ________________________________ * incorporated herein by reference ** copies of which will be filed by Registrant with the Securities and Exchange Commission upon its request
/6 IV-4 Exhibit No. 13(b) to Annual Report on Form 10-K of Ionics, Incorporated for the year ended December 31, 1995 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, 1995 _________ 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 /7 IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES For the years ended December 31, 1995 and 1994 ________ Page(s) Independent Auditors Report 2 Financial Statements: Statements of Net Assets Available for Plan Benefits at December 31, 1995 and 1994 3-4 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1995 and 1994 5-6 Notes to Financial Statements 7-11 Supplemental Schedules: Schedule of Assets Held for Investment Purposes, at December 31, 1995 12 Schedule of Reportable Transactions for the year ended December 31, 1995 13 /8 INDEPENDENT AUDITOR'S REPORT Administrators Ionics Section 401(k) Stock Savings Plan Watertown, Massachusetts We have audited the accompanying statements of net assets available for plan benefits of the Ionics Section 401(k) Stock Savings Plan (the Plan) as of December 31, 1995, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements and schedules based on our audit. The financial statements of the Ionics Section 401(k) Stock Savings Plan as of December 31, 1994 were audited by other auditors whose report dated May 26, 1995 expressed an unqualified opinion on those statements. We conducted our audit 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 audit provides 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 Plan as of December 31, 1995 and the changes in its net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was made 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 Reporting and Disclosure under the employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. Such schedules have been subjected to the auditing procedures applied in the audit 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/BELANGER & COMPANY, P.C. CERTIFIED PUBLIC ACCOUNTANTS Chelmsford, Massachusetts May 31, 1996 -2- /9 IONICS SECTION 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995
PARTICIPANT - DIRECTED FUNDS IONICS, INC. ASSET BT PARTIC- COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/ STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL ASSETS: INVESTMENTS, AT MARKET (SEE NOTES 2,3 & 7) IONICS, INCORPORATED COMMON STOCK: 293,324 SHARES @ $43.50 PER SHARE $12,759,594 $12,759,594 FIDELITY INVESTMENTS: PURITAN FUND: 62,398.762 SHARES @ $17.01 PER SHARE $1,061,403 1,061,403 ASSET MANAGER FUND: 17,230.408 SHARES @ $15.85 PER SHARE $ 273,102 273,102 CONTRAFUND FUND: 30,468.567 SHARES @ $38.02 PER SHARE $ 1,158,415 1,158,415 BT PYRAMID GIC FUND $ 750,252 750,252 CASH AND CASH EQUIVALENTS 132,604 $ 47,261 179,865 AMOUNTS RECEIVABLE FROM IONICS, INCORPORATED AND PLAN PARTICIPANTS 211,863 211,863 LOANS RECEIVABLE FROM PLAN PARTICIPANTS $ 387,066 387,066 TOTAL ASSETS $12,892,198 $1,061,403 $ 273,102 $ 1,158,415 $ 750,252 $ 387,066 $ 259,124 $16,781,560 LIABILITIES -0- -0- -0- -0- -0- -0- -0- -0- NET ASSETS AVAILABLE FOR PLAN BENEFITS $12,892,198 $1,061,403 $ 273,102 $ 1,158,415 $ 750,252 $ 387,066 $ 259,124 $16,781,560 The accompanying notes are an integral part of these financial statements. -3-
/10 IONICS SECTION 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994
PARTICIPANT - DIRECTED FUNDS IONICS, INC. ASSET BT PARTIC- COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/ STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL ASSETS: INVESTMENTS, AT MARKET (SEE NOTES 2,3 & 7) IONICS, INCORPORATED COMMON STOCK: 138,691 SHARES @ $62.75 PER SHARE $ 8,702,860 $ 8,702,860 FIDELITY INVESTMENTS: PURITAN FUND: 58,620.372 SHARES @ $14.81 PER SHARE $ 868,168 868,168 ASSET MANAGER FUND: 14,771.251 SHARES @ $13.83 PER SHARE $ 204,286 204,286 CONTRAFUND FUND: 19,295.650 SHARES @ $30.28 PER SHARE $ 584,272 584,272 BT PYRAMID GIC FUND $ 788,297 788,297 CASH AND CASH EQUIVALENTS 241 $ 75,774 76,015 ACCRUED INCOME 65 65 AMOUNTS RECEIVABLE FROM IONICS, INCORPORATED AND PLAN PARTICIPANTS 77,926 77,926 LOANS RECEIVABLE FROM PLAN PARTICIPANTS $ 235,321 235,321 TOTAL ASSETS $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210 LIABILITIES -0- -0- -0- -0- -0- -0- -0- -0- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210 The accompanying notes are an integral part of these financial statements. -4-
/11 IONICS SECTION 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT - DIRECTED FUNDS IONICS, INC. ASSET BT PARTIC- COMMON PURITAN MANAGER CONTRAFUND PYRAMID IPANT CASH/ STOCK FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS - BEGINNING OF YEAR $ 8,703,166 $ 868,168 $ 204,286 $ 584,272 $ 788,297 $ 235,321 $ 153,700 $11,537,210 NET INVESTMENT INCOME, PRINCIPALLY INTEREST AND DIVIDENDS 1,055 55,579 7,559 88,968 43,738 27,937 7,059 231,895 NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS 3,434,179 130,909 33,916 158,075 3,757,079 CONTRIBUTIONS: PARTICIPANTS 1,881,968 1,881,968 EMPLOYER 433,127 433,127 LOAN PAYMENTS (155,467) 45,955 (109,512) TRANSFERS 768,943 6,747 27,341 327,100 (79,621) (1,050,510) -0- WITHDRAWALS BY AND DISTRIBUTIONS TO PARTICIPANTS (15,145) (2,162) 279,274 (1,212,174) (950,207) NET INCREASE(DECREASE) 4,189,032 193,235 68,816 574,143 (38,045) 151,744 105,425 5,244,350 NET ASSETS AVAILABLE FOR PLAN BENEFITS - END OF YEAR $12,892,198 $1,061,403 $ 273,102 $1,158,415 $ 750,252 $ 387,065 $ 259,125 $16,781,560 The accompanying notes are an integral part of these financial statements. -5-
/12 IONICS SECTION 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994
PARTICIPANT - DIRECTED FUNDS IONICS, INC. EQUITY CASH ASSET CONTRA- BT PARTIC- COMMON INCOME RESERVES PURITAN MANAGER FUND PYRAMID IPANT CASH/ STOCK FUND FUND FUND FUND FUND FUND GIC FUND LOANS OTHER TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS - BEGINNING OF YEAR $ 6,422,977 $1,024,029 $ 247,868 $694,988 $ -0- $ -0- $ -0- $ -0- $ -0- $ 8,389,862 NET INVESTMENT INCOME, PRINCIPALLY INTEREST AND DIVIDENDS 927 8,048 2,681 27,347 3,317 -0- 28,966 6,932 3,482 81,700 NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS 1,819,681 (27,132) -0- (17,184) (6,110) 10,239 -0- -0- -0- 1,779,494 CONTRIBUTIONS: PARTICIPANTS 213,552 55,981 9,595 57,457 -0- -0- -0- -0- 1,196,950 1,533,535 EMPLOYER 106,777 -0- -0- -0- -0- -0- -0- -0- 325,998 432,775 FORFEITURES USED TO REDUCE COMPANY'S CONTRIBUTION (29,279) -0- -0- -0- -0- -0- -0- -0- (27,814) (57,093) LOAN PAYMENTS -0- -0- -0- -0- -0- -0- -0- (25,539) 25,539 -0- TRANSFERS 241,802 (1,056,080) (258,212) 113,345 207,079 574,033 760,767 253,928 (836,662) -0- WITHDRAWALS BY AND DISTRIBUTIONS TO PARTICIPANTS (73,271) (4,846) (1,932) (7,785) -0- -0- (1,436) -0- (533,793) (623,063) NET INCREASE(DECREASE) 2,280,189 (1,024,029) (247,868) 173,180 204,286 584,272 788,297 235,321 153,700 3,147,348 NET ASSETS AVAILABLE FOR PLAN BENEFITS - END OF YEAR $8,703,166 $ -0- $ -0- $868,168 $204,286 $584,272 $788,297 $235,321 $ 153,700 $11,537,210 The accompanying notes are an integral part of these financial statements. -6-
/13 IONICS SECTION 401(k) STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 Note 1: THE PLAN AND ITS PROVISIONS The Ionics Section 401(k) Stock Savings Plan (the "Plan") became effective January 1, 1986. Effective May 1, 1994, the Plan was amended to provide a broader range of investment selections for plan participants and the opportunity to change investment elections on a quarterly basis. Other amendments to the Plan were also adopted, including provisions to permit participants to borrow from their accounts. In addition, the Plan trustee was changed from the Bank of Boston to the PNC Bank, New England. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan qualified under Section 401(k) of the U.S. Internal Revenue Code covering all permanent employees of Ionics, Incorporated, (the "Company") working as least 20 hours per week who have completed one year of service. The Plan was established to provide benefits to participants upon retirement, termination of employment, death, permanent and total disability, or demonstration of financial hardship. The Plan is subject to the provisions of the employee Retirement Income Security Act of 1974. Investment Options Prior to the May 1, 1994 amendment, the following investments were available to participants: Ionics, Incorporated Common Stock Fund - This fund invests directed contributions solely in common stock of the Company. 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. 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. 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. -7- /14 Note 1: THE PLAN AND ITS PROVISIONS (Continued) The May 1, 1994 amendment changed the investment options by eliminating the Fidelity Equity Income Fund and the Fidelity Cash Reserves and adding the following options: Fidelity Asset Manager Fund - This mutual fund maintains an investment portfolio of stocks, bonds and short-term investments of U.S. and foreign issuers, and has a primary objective of high total return with reduced risk over the long term. Fidelity Contrafund - This mutual fund invests primarily in common stocks and securities convertible into common stocks, and has capital appreciation as its investment objective. BT Pyramid GIC Fund - This fund, administered by The Bankers Trust Company, invests primarily in Guaranteed Investment Contracts and Bank Investment Contracts and Bankers Trust Commingled short-term investment funds, and has as its objectives safety of principal, stability, superior yields and a predictable annual return. The fund sets an estimated range of return on an annual basis, but because results can be affected by economic or market conditions, it does not guarantee the rate. All cash transactions, including contributions, fund purchases, fund liquidations, loans, distributions, etc. are made through a conduit account, which is an interest bearing cash account with the PNC Bank, New England. Participation Contributions Employees who meet certain length of service requirements may elect to become participants in the Plan and contribute, on a pre- tax basis, from 1% to 12% of their compensation as defined by the Plan. The annual amounts so contributed by employees are subject to certain federal income tax limitations. Contributions made by employees to the Plan may be used to purchase either common stock of the Company or may be directed to be invested in any of the available investment funds. Participant Accounts Each participant's account is credited with the participant's contribution and an allocation of Plan earnings. Allocations are based on total investment earnings and average participant investment balances, as defined. Company Contribution The terms and conditions of the Plan provide for the Company to contribute 50% of the first 6% an employee elects to invest in -8- /15 Note 1: THE PLAN AND ITS PROVISIONS (Continued) common stock of the company (subject to certain limitations). The maximum annual amount that the Company may contribute on behalf of employees is currently $450,000, and that limit is set by the Board of Directors of the Company. Matching Company contributions under the Plan are invested solely in common stock of the Company. Non-vested Company contributions may, subject to certain restrictions, be forfeited upon withdrawal of the employee from the Plan and be used as a credit to reduce future Company contributions. Vesting All participant contributions are 100% vested when made. Company matching contributions are vested in increasing percentages based on the years of service of the individual employee, from 33 1/3% after two years to 100% after four years. Plan Expenses The Plan provides that all expenses of the Plan and its administration shall be paid by the Company. Withdrawals A participant can make a hardship withdrawal of their own contributions, subject to Internal Revenue Service restrictions. A participant may withdraw the entire vested amount due to their own contributions after attaining age 59 1/2. Loans A participant can borrow money from their vested account subject to certain rules including a minimum amount of $1,000 and a maximum amount not to exceed the lesser of 50% of the participant's total vested account balance or $50,000. Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented on the accrual basis of accounting. Valuation of Investments Investment of the Plan in Ionics, Incorporated common stock is stated at market, market being the last sale price on December 31, 1995 of Ionics, Incorporated common stock as reported on the New York Stock Exchange. Investments in the Plan of the three (3) Fidelity Funds and the BT Pyramid GIC Fund are stated at the Net Asset Value of the funds reported as of December 31, 1995. -9- /16 The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consist of realized gains or losses and the unrealized appreciation (depreciation) of these investments. Payment of Benefits Benefits are recorded when paid. Note 3: INVESTMENTS The following is a summary of investments at December 31, 1995 and 1994, respectively:
Market Value Cost Fund 1995 1994 1995 1994 Investments At Fair Value As Determined By Quoted Market Price Ionics, Incorporated Common Stock $12,759,594 $ 8,702,860 $ 5,134,085 $ 3,993,545 Fidelity funds: Puritan 1,061,403 868,168 977,269 879,599 Asset Manager 273,102 204,286 251,317 212,900 Contrafund 1,158,415 584,272 999,208 575,294 BT Pyramid GIC Fund 750,252 788,297 750,252 788,297 Other Investments Participant Loans 387,066 235,321 387,066 235,321 $16,389,832 $11,383,204 $ 8,500,197 $ 6,684,956 -10-
/17 Note 4: INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated September 12, 1995 that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. Note 5: PLAN TERMINATION 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 Plan termination, participants will become 100 percent vested in their accounts. Note 6: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 1995 and 1994 to Form 5500:
1995 1994 Net assets available for benefits per the financial statements $16,781,560 $11,537,210 Amounts allocated to withdrawing participants (178,505) (298,949) Net assets available for benefits per the form 5500 $16,603,055 $11,238,261
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 1995 to Form 5500: Benefits paid to participants per the financial statements $ 950,207 Add: Amounts allocated to withdrawing participants at December 31, 1995 178,505 Less: Amounts allocated to withdrawing participants at December 31, 1994 (298,949) Benefits paid to participants per Form 5500 $ 829,763 Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Note 7: STOCK SPLIT The investment in Ionics, Incorporated Common Stock reflects a 2-for-1 stock split effected by a 100% stock dividend paid on January 6, 1995. -11- /18 ATTACHMENT TO FORM 5500 EIN: 04-2068530 PN: 003 SCHEDULE I IONICS SECTION 401(k) STOCK SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Face Amount, Shares or Current Description of Investment Rate Cost Value Cash and Cash Equivalents - $ 179,865 $ 179,865 Ionics, Incorporated Common Stock 293,324 5,135,085 12,759,594 Fidelity Investments Puritan Fund 62,399 977,269 1,061,403 Asset Manager Fund 17,230 251,317 273,102 Contrafund 30,469 999,208 1,158,415 BT Pyramid GIC Fund 750,252 750,252 Participant Loans (Rate of Interest 8.75% to 10.25%) -0- 387,066 Total Funds Invested $8,292,996 $16,569,697 The accompanying notes are an integral part of these supplemental schedules.
-12- /19 ATTACHMENT TO FORM 5500 SCHEDULE II EIN: 04-2068530 PN: 003 IONICS, INCORPORATED SECTION 401(k) STOCK SAVINGS PLAN ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Current Value Of Asset On Purchase Selling Cost of Transaction Net Gain Description of Asset Price Price Asset Date (Loss) INDIVIDUAL TRANSACTIONS None SERIES OF TRANSACTIONS Purchase: Fidelity Investments 13,933 shares of Contrafund 506,502 Company Stock 43,196 shares of Ionics, Inc. Common Stock 1,458,280 Sale: Fidelity Investments 2,760 shares of Contrafund $ 90,434 $ 82,588 $ 90,434 7,846 Company Stock 25,077 shares of Ionics, Inc. Common Stock 822,276 303,291 822,276 518,985 The accompanying notes are an integral part of these supplemental schedules.
-13- /20 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: June 28, 1996 By /s/Marianne Manzon Winsser Marianne Manzon Winsser Administrator -14- /21 EX-23 2 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 31, 1996 on our audits of the financial statements of the Ionics Section 401(k) Stock Savings Plan as of December 31, 1995, which report is included in this Annual Report on Form 11-K of the Plan which is being filed as Exhibit 13(b) to the Annual Report on Form 10-K of Ionics, Incorporated for the year ended December 31, 1995. /s/BELANGER & COMPANY P.C. CERTIFIED PUBLIC ACCOUNTANTS Chelmsford, Massachusetts June 26, 1996 -15- /22 -----END PRIVACY-ENHANCED MESSAGE-----