-----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, l8f82+bgtR8Tf85SASZ3XX+RQYsECBaUilA66EKjuphg1KuwImHzEXKlF52RyWgS n1wK3LdBN2ePNYkNGBiZOQ== 0000950152-94-000624.txt : 19940702 0000950152-94-000624.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950152-94-000624 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 94535534 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 11-K 1 LUBRIZOL 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended December 31, 1993 A. Full title and address of Plan: The Agrigenetics Company Retirement Savings and Investment Plan 29400 Lakeland Boulevard Wickliffe, Ohio 44092 B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: The Lubrizol Corporation 29400 Lakeland Boulevard Wickliffe, Ohio 44092 REQUIRED INFORMATION Listed below are all of the exhibits and financial statements filed as part of the annual report: a. Exhibit - Consent of Independent Auditors b. Financial Statements Independent Auditors' Report Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992. Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1993, and December 31, 1992. 2 Notes to Financial Statements for the Years Ended December 31, 1993, and December 31, 1992. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1993. Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1993. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN Date: June 24, 1994 By: /s/ Mark W. Meister ----------------------------- Mark W. Meister Title: Member Employee Benefits Administrative Committee 3 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 AND SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1993 AND INDEPENDENT AUDITORS' REPORT 4 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS - - - - - ------------------------------------------------------------------------------------------------------ PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992: Statements Of Net Assets Available For Benefits 3 Statements Of Changes In Net Assets Available For Benefits 4 Notes To Financial Statements 5 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 AND FOR THE YEAR THEN ENDED: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes 8 Schedule II - Item 27d - Schedule of Reportable Transactions 9 The following schedules required by Department of Labor regulations are omitted because of the absence of conditions under which they are required: Item 27b - Schedule of Loans or Fixed Income Obligations Item 27c - Schedule of Leases in Default or Classified as Uncollectible Items 27e and 27f - Schedule of Nonexempt Transactions
5 INDEPENDENT AUDITORS' REPORT The Lubrizol Corporation 29400 Lakeland Blvd. Wickliffe, Ohio 44092 We have audited the accompanying statements of net assets available for benefits of The Agrigenetics Company Retirement Savings and Investment Plan (the Plan) as of December 31, 1993 and 1992 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly in all material respects, the net assets available for benefits of the Plan as of December 31, 1993 and 1992 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of these financial statements. This supplemental information is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. 6 The accompanying supplemental schedules of (1) assets held for investment purposes as of December 31, 1993 and (2) reportable transactions for the year ended December 31, 1993 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 basic financial statements. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/Deloitte & Touche DELOITTE & TOUCHE June 7, 1994 - 2 - 7 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992 - - - - - -----------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1993 ------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND EQUITY GROWTH LUBRIZOL TSVF INCOME STOCK STOCK FUND FUND FUND FUND TOTAL ASSETS: Investments at fair value (Notes 3 and 4): T. Rowe Price Trust Company Funds: TRP Stable Value Fund $ 834,298 $834,298 Equity Income Fund $ 721,634 721,634 Growth Stock Fund $ 709,642 709,642 Lubrizol common stock $ 1,972,310 1,972,310 --------- --------- --------- ----------- ---------- Total investments 834,298 721,634 709,642 1,972,310 4,237,884 Cash 27,331 27,331 --------- --------- --------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 834,298 $ 721,634 $ 709,642 $ 1,999,641 $4,265,215 ========= ========= ========= =========== ========== DECEMBER 31, 1992 ------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND EQUITY GROWTH LUBRIZOL TSVF INCOME STOCK STOCK FUND FUND FUND FUND TOTAL ASSETS: Investments at fair value (Notes 3 and 4): T. Rowe Price Trust Company Funds: TRP Stable Value Fund $ 910,795 $ 910,795 Equity Income Fund $ 715,848 715,848 Growth Stock Fund $ 696,741 696,741 Lubrizol common stock $ 1,810,932 1,810,932 --------- --------- --------- ----------- ---------- Total investments 910,795 715,848 696,741 1,810,932 4,134,316 Cash 27,305 27,305 Contribution receivable 2,616 1,862 1,759 5,789 12,026 --------- --------- --------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 913,411 $ 717,710 $ 698,500 $ 1,844,026 $4,173,647 ========= ========= ========= =========== ========== See accompanying notes to financial statements.
- 3 - 8 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992 - - - - - ---------------------------------------------------------------------------------------------------------------
1993 ------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND EQUITY GROWTH LUBRIZOL TSVF INCOME STOCK STOCK FUND FUND FUND FUND TOTAL ADDITIONS: Investment income: Dividend income, Lubrizol common stock $ 55,302 $ 55,302 Other dividend income $ 52,749 $ 54,233 $ 37,085 144,067 --------- --------- --------- ---------- ---------- Total investment income 52,749 54,233 37,085 55,302 199,369 Contributions (Notes 1 and 2): Participants 29,802 24,889 24,500 37,215 116,406 Employer 475 34,682 35,157 Net appreciation in fair value of investments 48,402 65,547 464,133 578,082 Interfund transfers (19,516) 14,277 13,876 (8,637) --------- --------- --------- ---------- ---------- Total 63,035 142,276 141,008 582,695 929,014 DEDUCTIONS: Distributions to participants 142,148 138,352 129,866 427,080 837,446 --------- --------- --------- ---------- ---------- INCREASE (DECREASE) IN NET ASSETS (79,113) 3,924 11,142 155,615 91,568 NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1992 913,411 717,710 698,500 1,844,026 4,173,647 --------- --------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1993 $ 834,298 $ 721,634 $ 709,642 $1,999,641 $4,265,215 ========= ========= ========= ========== ========== 1992 ------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND EQUITY GROWTH LUBRIZOL TSVF INCOME STOCK STOCK FUND FUND FUND FUND TOTAL ADDITIONS: Investment income: Dividend income, Lubrizol common stock $ 46,093 $ 46,093 Other dividend income $ 55,015 $ 41,664 $ 42,420 139,099 --------- --------- --------- ---------- ---------- Total investment income 55,015 41,664 42,420 46,093 185,192 Contributions (Notes 1 and 2): Participants 267,736 207,796 215,305 318,928 1,009,765 Employer 5,566 3,824 4,556 273,706 287,652 Net appreciation in fair value of investments 33,887 33,887 Interfund transfers (40,965) 26,152 (5,730) 20,543 --------- --------- --------- ---------- ---------- Total 287,352 313,323 256,551 659,270 1,516,496 DEDUCTIONS: Distributions to participants 118,060 24,132 37,401 92,663 272,256 Net depreciation in fair value of investments 2,891 108,669 111,560 --------- --------- --------- ---------- ---------- Total 118,060 24,132 40,292 201,332 383,816 --------- --------- --------- ---------- ---------- INCREASE IN NET ASSETS 169,292 289,191 216,259 457,938 1,132,680 NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1991 744,119 428,519 482,241 1,386,088 3,040,967 --------- --------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1992 $ 913,411 $ 717,710 $ 698,500 $1,844,026 $4,173,647 ========= ========= ========= ========== ========== See accompanying notes to financial statements.
- 4 - 9 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 - - - - - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of The Agrigenetics Company Retirement Savings and Investment Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL - Agrigenetics Company ("Agrigenetics"), formerly a division of The Lubrizol Corporation (the "Company"), established the Plan effective September 1, 1989, and the Company maintains the Plan as a defined contribution retirement plan for the employees of SVO Specialty Products, Inc. ("SVO"), AGC Holdings, Inc. ("Holdings"), and former employees of Agrigenetics Company ("Agrigenetics"). SVO and Holdings are wholly-owned subsidiaries of the Company and Agrigenetics was formerly a division of the Company. The Plan is subject to the reporting and disclosure requirements, the minimum participation and vesting standards, and the fiduciary responsibility requirements of the Employee Retirement Income Security Act of 1974. ADMINISTRATION - The Plan is administered by the Company, whose powers and duties relate to the issuance of interpretive rules and regulations in accordance with the Plan document, including determination of the method and time of benefit distributions, and authorization of disbursements from the Plan. The assets of the various funds are invested, maintained and administered by T. Rowe Price Trust Company acting as Trustee. The Trustee is responsible for the custody of assets and the investment of the funds, including the purchase of Lubrizol common shares. PARTICIPATION AND CONTRIBUTIONS - All regular full-time employees of SVO and Holdings, and (prior to December 1, 1992) of Agrigenetics, are eligible to participate in the Plan on the first enrollment date following their hire, except employees whose benefits are provided under a collective bargaining agreement are not eligible to participate. Eligible employees may elect a compensation deduction ranging from 1% to 10% (subject to certain limitations); such amount is contributed to the Plan as a before-tax contribution (CODA Contribution). SVO and Holdings will contribute a Matching Contribution to the Plan in an amount equal to 50% of an employee's CODA Contributions which are not in excess of the "Matched Percentage". The Matched Percentage is currently 4% of the employee's compensation. All participants employed by Agrigenetics as of November 30, 1992, other than employees who transferred to Holdings or the Company, remain participants of the Plan, but are not permitted to make contributions subsequent to that date as a result of terminating their employment at Agrigenetics due to the transfer of certain assets of Agrigenetics by the Company on December 1, 1992. CODA and Matching Contributions are excluded from the participant's taxable income until such amounts are received as a distribution from the Plan. - 5 - 10 In addition to CODA and Matching Contributions, the Plan provides for Rollover Contributions (described in Sections 402, 403 and 408 of the Internal Revenue Code) and Transferred Contributions (assets transferred from certain other tax-qualified plans) by or on behalf of an employee in accordance with procedures established by the Company. INVESTMENT OF CONTRIBUTIONS - Participants elect to invest their CODA Contributions in one or more of the Plan's four funds in 10% increments. All Matching Contributions are automatically invested in the Lubrizol Stock Fund with the exception that a participant who is at least 55 years old may elect to invest this contribution in the other three funds in increments of not less than 10%. A participant may elect to change his investment elections as to future contributions and may also elect to reallocate a portion or all of past CODA Contributions among the investment funds. All such elections must be filed with the Company at least 30 days before the beginning of the calendar quarter when such election is to be effective. VESTING AND DISTRIBUTIONS - Each participant is immediately and fully vested in all CODA Contributions and earnings thereon. Participants vest in Matching Contributions at a rate of 20% for each full year of vesting service, becoming completely vested after five years, or upon retirement, death, or termination of employment due to permanent and total disability. All participants employed by Agrigenetics as of November 30, 1992, other than employees who transferred to Holdings or the Company, became fully vested in matching contributions under a special vesting provision enacted as a result of the transfer of certain assets of Agrigenetics by the Company on December 1, 1992. To determine participants' distributions, the value of the TSVF Fund, Equity Income Fund, Growth Stock Fund and Lubrizol Stock Fund, and the interests of participants under each fund, is calculated by the Trustee as of the fifteenth day of each month (Valuation Date). When a participant's employment terminates, his vested interest is distributed in a single lump-sum payment as soon as practicable after the first Valuation Date following receipt of a participant's application for distribution of account balances. Participants who are at least 59-1/2 years old may request voluntary withdrawals of their CODA Contributions. Participants may also apply for hardship withdrawals of their CODA Contributions, subject to adherence to the Internal Revenue Code safe harbor rules as administered by the Company. 2. DESCRIPTION OF THE SEPARATE FUNDS The Plan provides for the establishment of four separate investment funds. The Trustee maintains separate accounts for each Plan participant and invests such participant contributions, as directed by the participant, in one or more of the following funds: - The TRP Stable Value Fund (TSVF) which consists of shares of the Trustee's Managed GIC Common Trust Fund, a fund consisting primarily of guaranteed investment contracts designed to provide return of principal, liquidity, and a competitive yield. - The Equity Income Fund, which consists of shares of the Trustee's Equity Income Fund, a fund of primarily dividend-paying common stocks of established companies. The Fund is designed to provide dividend income as well as potential capital appreciation. - 6 - 11 - The Growth Stock Fund, which consists of shares of the Trustee's Growth Stock Fund, a fund which seeks primarily long-term growth of capital and secondarily, increasing dividend income, through investments in well-established growth companies. - The Lubrizol Stock Fund, which consists of common stock of The Lubrizol Corporation and cash balances which are maintained for brief periods of time prior to the purchase of Lubrizol common stock. Participant distributions from the TSVF Fund, the Equity Income Fund and the Growth Stock Fund are paid in cash; amounts distributed from the Lubrizol Stock Fund are paid in the form of common shares of Lubrizol or their cash equivalent, at the election of the participant or their beneficiary. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - Each fund of the Plan is accounted for separately. The accounts of these funds are maintained, and the accompanying financial statements have been prepared, on the accrual basis of accounting. VALUATION OF INVESTMENTS - Investments are accounted for at cost on the trade-date and are reported in the Statement of Net Assets Available for Benefits at market value. The investment in Lubrizol common stock is valued utilizing the year-end closing price listed by the New York Stock Exchange. Investment funds are stated at values determined by the Trustee based upon the market values of the underlying assets of the funds. TAX EXEMPT STATUS - The Plan has received a favorable determination letter dated January 11, 1994 from the Internal Revenue Service stating that the Plan is qualified under the applicable sections of the Internal Revenue Code, and therefore is not subject to Federal income tax. EXPENSES - Expenses in connection with administration of the Plan for the years ended December 31, 1993 and 1992 have been paid by the Company. 4. INVESTMENTS The Trust Agreement provides that the Trustee of the Plan shall hold, invest, reinvest, manage and administer all assets of the Plan as a trust fund for the exclusive benefit of participants and their beneficiaries. 5. PLAN TERMINATION The Plan was adopted with the expectation that it will continue indefinitely. The Company may, however, terminate the Plan at any time and may amend the Plan from time to time. In the event of termination of the Plan, all participants would immediately become fully vested in the value of all employer contributions made on their behalf. * * * * * * - 7 - 12 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 - - - - - --------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) IDENTITY OF ISSUER, BORROWER, CURRENT LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE * T. Rowe Price Trust 834,297.630 Shares of TRP Company Stable Value Fund $834,298 $834,298 * T. Rowe Price Trust 43,341.461 Shares of Equity Company Income Fund 635,132 721,634 * T. Rowe Price Trust 34,752.214 Shares of Growth Company Stock Fund 615,357 709,642 * The Lubrizol Corporation 58,597.792 Shares of Common Stock 1,451,607 1,972,310 * Party-in-interest
- 8 - 13 THE AGRIGENETICS COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS DECEMBER 31, 1993 - - - - - -------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) IDENTITY OF PURCHASE SELLING LEASE EXPENSE INCURRED PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL WITH TRANSACTION The Lubrizol Corporation Shares of Common Stock (Series of Transactions) N/A $ 462,132 N/A NONE The Lubrizol Corporation Shares of Common Stock (Series of Transactions) 159,385 N/A N/A NONE T. Rowe Price TRP Stable Value Fund Trust Company (Series of Transactions) 92,652 N/A N/A NONE T. Rowe Price TRP Stable Value Fund Trust Company (Series of Transactions) N/A 169,149 N/A NONE T. Rowe Price Growth Stock Fund Trust Company (Series of Transactions) 96,504 N/A N/A NONE T. Rowe Price Growth Stock Fund Trust Company (Series of Transactions) N/A 149,151 N/A NONE T. Rowe Price Equity Income Fund Trust Company (Series of Transactions) 108,919 N/A N/A NONE T. Rowe Price Equity Income Fund Trust Company (Series of Transactions) N/A 109,450 N/A NONE - - - - - -------------------------------------------------------- (G) (H) (I) COST OF CURRENT VALUE OF ASSET NET GAIN ASSETS ON TRANSACTION DATE OR (LOSS) $ 352,308 $ 462,132 $ 109,824 $ 159,385 $ 159,385 N/A 92,652 92,652 N/A 169,149 169,149 NONE 96,504 96,504 N/A 129,870 149,151 19,281 108,919 108,919 N/A 130,492 109,450 (21,042) N/A - Not applicable NOTE: Reportable transactions are a single transaction or a series of transactions in the same issue that, when aggregated, are in excess of 5% of the current value of Plan assets at the beginning of the plan year.
- 9 - 14 EXHIBIT INDEX Exhibit Description Page Number - - - - - ------------------- ----------- Exhibit 23 - Consent of Independent Auditors EX-23 2 LUBRIZOL EXHIBIT 23 1 CONSENT OF INDEPENDENT AUDITORS Agrigenetics Company We hereby consent to the incorporation by reference in Registration Statement No. 33-29409 on Form S-8 of our report dated June 7, 1994 appearing in this Annual Report on Form 11-K of The Agrigenetics Company Retirement Savings and Investment Plan for the years ended December 31, 1993 and 1992. /s/ Deloitte & Touche DELOITTE & TOUCHE Cleveland, Ohio June 7, 1994 -----END PRIVACY-ENHANCED MESSAGE-----