-----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, G0tRdD0zEJRNh0UgmEHFqZOhoM1HIKhaarUR507/8i+qQtbberO8Yd09M5zHfxpW lfNwrD4McOs4nHj6L7ed1Q== 0000072331-94-000005.txt : 19940706 0000072331-94-000005.hdr.sgml : 19940706 ACCESSION NUMBER: 0000072331-94-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931031 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORDSON CORP CENTRAL INDEX KEY: 0000072331 STANDARD INDUSTRIAL CLASSIFICATION: 3569 IRS NUMBER: 340590250 STATE OF INCORPORATION: OH FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07977 FILM NUMBER: 94536127 BUSINESS ADDRESS: STREET 1: 28601 CLEMENS RD CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 2168921580 MAIL ADDRESS: STREET 1: 28601 CLEMENS ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 10-K/A 1 FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended October 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 from to ---------- ---------- Commission file number 0-7977 ---------- NORDSON CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 34-0590250 - - ------------------------------- ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 28601 Clemens Road, Westlake, Ohio 44145 (216) 892-1580 - - ----------------------------------------- ------------------ (Address of principal executive offices) (Telephone Number) Securities registered pursuant to Section 12(b) of the Act: None ---- Securities registered pursuant to Section 12(g) of the Act: Common Shares with no par value ------------------------------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- State the aggregate market value of the voting stock held by nonaffiliates of the Registrant. (The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing.) $741,449,000 as of December 31, 1993 ------------------------------------ Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. 18,712,497 Common Shares as of December 31, 1993 - - ------------------------------------------------ Documents incorporated by reference: list the following documents if incorporated by reference and the part of the Form 10-K into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. Portions of the 1993 Annual Report - Parts I, II and IV Portions of the Proxy Statement for the 1994 Annual Meeting - Part III 1 of 26 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K dated January 28, 1994 as set forth in the pages attached hereto: Exhibit 99-e Form 11-K for Nordson Employees' Savings Trust Plan Item 9. Financial Statements and Exhibits. (a) Financial Statements Page No. Report of Independent Auditors 5 Statement of net assets available for plan benefits 6-7 Statement of changes in net assets available for plan benefits 8 Notes to financial statements 9-13 (b) Exhibits Consent of Independent Auditors 14 Exhibit 99-f Form 11-K for Nordson Hourly-Rated Employees' Savings Trust Plan Item 9. Financial Statements and Exhibits. (a) Financial Statements Page No. Report of Independent Auditors 16 Statement of net assets available for plan benefits 17-18 Statement of changes in net assets available for plan benefits 19 Notes to financial statements 20-25 (b) Exhibits Consent of Independent Auditors 26 3 SIGNATURE 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. NORDSON CORPORATION Date: June 28, 1994 /s/ Nicholas D. Pellecchia -------------------------- Nicholas D. Pellecchia Vice President-Finance & Treasurer EX-99.E 2 EXHIBIT 99-E 1 NORDSON EMPLOYEES' SAVINGS TRUST PLAN FINANCIAL STATEMENTS DECEMBER 31, 1993 AND 1992 AND YEAR ENDED DECEMBER 31, 1993 with REPORT OF INDEPENDENT AUDITORS 2 REPORT OF INDEPENDENT AUDITORS The Retirement Committee and Participants Nordson Employees' Savings Trust Plan We have audited the accompanying statement of net assets available for plan benefits of the Nordson Employees' Savings Trust Plan as of December 31, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsi- bility 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 signifi- cant 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 Nordson Employees' Savings Trust Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. /s/ Ernst & Young Ernst & Young May 24, 1994 Cleveland, Ohio 3 NORDSON SAVINGS TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993
Money Nordson Market Guaranteed Loan Stock Equity Bond Fund Fund Fund Fund Fund Fund Total -------- ----------- ---------- ------------ ---------- ---------- ----------- ASSETS Investments: Master trust $486,702 $39,324,664 $2,289,621 $13,562,929 $7,860,129 $2,146,662 $65,670,707 Employer contribution 17,127 653,363 - 637,660 166,851 43,538 1,518,539 Accounts receivable - - - 71 - 2 73 Interfund receivables/ (payables) (573) 166,113 - (96,120) (13,989) (55,431) - -------- ----------- ---------- ----------- ---------- ---------- ----------- 503,256 40,144,140 2,289,621 14,104,540 8,012,991 2,134,771 67,189,319 LIABILITIES Accounts payable (2) (85,158) - (33) (17) (48) (85,258) Employee contribution- overpayment - - - - (294) - (294) -------- ----------- ---------- ----------- ---------- ---------- ----------- Net assets available for plan benefits $503,254 $40,058,982 $2,289,621 $14,104,507 $8,012,680 $2,134,723 $67,103,767 ======== =========== ========== =========== ========== ========== ===========
4 NORDSON SAVINGS TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1992
Money Nordson Market Guaranteed Loan Stock Equity Bond Fund Fund Fund Fund Fund Fund Total -------- ----------- ---------- ------------ ---------- ---------- ----------- ASSETS Investments: Master trust $465,343 $35,356,914 $1,940,789 $10,242,017 $6,192,176 $1,165,843 $55,363,082 Contributions receivable: Employer 15,003 624,085 - 589,718 136,075 22,233 1,387,114 Employee - 235 - - - - 235 Interfund receivables/ (payables) (22,501) (778,617) - 153,122 483,910 164,086 - -------- ----------- ---------- ----------- ---------- ---------- ----------- 457,845 35,202,617 1,940,789 10,984,857 6,812,161 1,352,162 56,750,431 LIABILITIES Accounts payable - (60) - (625) (294) (36) (1,015) -------- ----------- ---------- ----------- ---------- ---------- ----------- Net assets available for plan benefits $457,845 $35,202,557 $1,940,789 $10,984,232 $6,811,867 $1,352,126 $56,749,416 ======== =========== ========== =========== ========== ========== =========== See accompanying notes.
5 NORDSON EMPLOYEES' SAVINGS TRUST PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1993
Money Nordson Market Guaranteed Loan Stock Equity Bond Fund Fund Fund Fund Fund Fund Total -------- ----------- ---------- ------------ ---------- ---------- ----------- Net master trust income $ 14,163 $ 2,903,419 $ 162,252 $ 1,708,172 $ 688,135 $ 195,277 $ 5,671,418 Contributions: Employer 17,127 657,797 - 637,661 166,851 43,539 1,522,975 Employee 74,140 2,528,498 - 1,135,104 775,535 214,418 4,727,695 -------- ----------- ---------- ----------- ---------- ---------- ------------ 91,267 3,186,295 - 1,772,765 942,386 257,957 6,250,670 -------- ----------- ---------- ----------- ---------- ---------- ----------- Benefits and withdrawal payments (11,490) (1,066,387) (92,402) (171,765) (87,993) (13,254) (1,443,291) Fees and commissions - (115,463) - (11) (8,967) (5) (124,446) Interfund transfers (48,531) (51,439) 278,982 (188,886) (332,748) 342,622 - -------- ----------- ---------- ----------- ---------- ---------- ----------- (60,021) (1,233,289) 186,580 (360,662) (429,708) 329,363 (1,567,737) -------- ----------- ---------- ----------- ---------- ---------- ----------- Increase in net assets available for plan benefits 45,409 4,856,425 348,832 3,120,275 1,200,813 782,597 10,354,351 Net assets available for plan benefits at beginning of year 457,845 35,202,557 1,940,789 10,984,232 6,811,867 1,352,126 56,749,416 -------- ----------- ---------- ----------- ---------- ---------- ----------- Net assets available for plan benefits at end of year $503,254 $40,058,982 $2,289,621 $14,104,507 $8,012,680 $2,134,723 $67,103,767 ======== =========== ========== =========== ========== ========== =========== See accompanying notes.
6 NORDSON EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 AND 1992 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES METHOD OF ACCOUNTING - Plan transactions are accounted for using the accrual method. INVESTMENT VALUATION - Investments in equity and debt securities, traded on a national exchange and mutual funds are valued at the market price on the last business day of the Plan year. Securities traded in the over- the-counter market are valued at the mean between the last reported bid and asked prices. Deposits under group annuity contracts are valued at the fair value as reported by the insurance companies. INCOME TAX STATUS - The Internal Revenue Service issued a determination letter on April 19, 1988 advising that the Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust is, therefore, exempt from federal income taxation under the provisions of Section 501(a). Such determination letter does not cover the Tax Reform Act of 1986. However, the Plan administrator believes the plan to be in operational compliance with all applicable requirements of the Tax Reform Act of 1986 and all subsequent legislation. EMPLOYEE TAXATION - Employee before tax contributions, Nordson Corporation (Company) matching contribution, forfeitures allocated, and earnings on the participant's account are not subject to tax until distri- buted from the Plan. Distributions may also be subject to a 10% excise tax. OTHER - Purchases and sales of securities are reflected on their trade dates. Gains or losses on sales of securities are based on the average cost of securities. Interest is calculated and paid using money market interest rates on late transfers of money between the various funds. This is done to record the proper investment earnings within each fund. 2. INVESTMENTS AND NET INVESTMENT INCOME The assets of the Plan are commingled with the assets of the Nordson Hourly-Rated Employees' Savings Trust Plan in the Nordson Corporation Master Trust. Investments of the Nordson Corporation Master Trust at December 31, 1993 and 1992 and results of operations for the year ended December 31, 1993 are as follows: 7 NORDSON EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 2. INVESTMENTS AND NET INVESTMENT INCOME (Continued)
1993 1992 ------------------------- ------------------------- Current Current Cost Value Cost Value ------------ ----------- ------------ ----------- Common stock- Nordson Corp. $ 9,243,914 $14,418,814 $ 6,945,543 $10,468,240 Commingled funds- Bonds 2,282,761 2,276,619 1,178,152 1,198,568 Equity 7,013,179 8,253,915 5,631,187 6,312,065 Money market funds 637,546 637,546 545,827 545,827 Deposits under group annuity contracts 41,769,217 41,769,217 35,926,085 35,926,085 Loans to participants 2,431,106 2,431,106 1,994,552 1,994,552 ----------- ----------- ----------- ----------- 63,377,723 69,787,217 52,221,346 56,445,337 Cash 18,464 18,464 - - Dividends receivable- Nordson Corp. 37,769 37,769 26,412 26,412 Other 50 50 - - Interest receivable 279,685 279,685 250,502 250,502 ----------- ----------- ----------- ----------- Investments $63,713,691 $70,123,185 $52,498,260 $56,722,251 =========== =========== =========== ===========
Interest income $ 3,274,216 Dividend income: Nordson Corporation 128,798 Other 230,290 Fees and commissions (128,985) Net realized and unrealized gains 2,438,395 ----------- Net investment income $ 5,942,714 =========== The investments above are held by First Wachovia Bank and Trust Company, N.A. under a trust agreement with the Plan except for the Nordson Stock Fund which is held at Society National Bank and the Bond Fund held at Pacific Investment Management Company. The Company uses the services of investment counselors, not in the employ of First Wachovia Bank and Trust Company, N.A., who have the authority to direct the purchase and sale of securities. The Nordson Employees' Savings Trust Plan proportional share of the above assets of $65,670,707 and $55,363,082 represent 93.7% and 97.6% of the total master trust at December 31, 1993 and 1992, respectively, and its proportional share of net investment income of $5,546,972 represents 93.3% of the income from the master trust for the year ended December 31, 1993. 3. CONTRIBUTIONS AND BENEFITS The Nordson Employees' Savings Trust Plan is a defined contribution plan covering salaried, full-time participating domestic employees of the Company. 8 NORDSON EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 3. CONTRIBUTIONS AND BENEFITS (continued) A participant may elect to have contributions made to the Plan on his behalf of not less than 1% and not more than 16% of his annual compensation. A participant may elect to make contributions either as before-tax deferred compensation contributions through a salary reduction arrangement under Section 401(k) of the Internal Revenue Code, or as after- tax voluntary contributions, or as a combination of the two. After-tax voluntary contributions may be made by payroll deductions or by lump sum payments. A participant may change the percentage of his future contri- butions as of any subsequent enrollment date by filing a written notice with the Company and the Retirement Committee prior to the enrollment date. A participant may suspend contributions under the Plan at any time after completing at least 12 months of participation in the Plan by filing a written notice with the Company and the Retirement Committee. After such a suspension, a participant may resume his contributions as of any subsequent enrollment date by filing a written notice with the Company and the Retirement Committee. The Plan provides participants with the opportunity to change the amount of their contributions and investment elections on a quarterly basis. Also, employees are permitted to participate in the Plan immediately upon their respective dates of hire. The Company makes contributions equal to 50% of the first 6% of each participant's contributions, subject to Plan restrictions. The Company also may make discretionary contributions if authorized by its Board of Directors. A separate account in each fund is maintained for each participant. The account balances for participants are adjusted periodically, as follows: a) As of the date with respect to which the contribution was earned. b) Monthly for a pro rata share of each respective Fund's net investment income, determined by the percentage which the participant's account balance at the beginning of the quarter plus one half of employee deposits, as adjusted for for- feitures and payments, bears to the total of all participant adjusted account balances at that date. c) Annually for a pro rata share of forfeitures, determined by the ratio that each active participant's percentage of regular contribution (1 to 6%) for the plan year bears to the aggre- gate percentage of employee's regular contributions for such plan year of all active participants. However, no forfeitures of a participant's account shall be allocated prior to the earlier of a five year period commencing from the date on which the participant's employment was terminated or upon the participant requesting distribution. 9 NORDSON EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 3. CONTRIBUTIONS AND BENEFITS (continued) Upon retirement after age 62, or death or disability if earlier, the balance in the separate account is paid to the participant or his beneficiaries either in lump sum or in installments. Until distribution, each account shall participate in the allocation of earnings and appreciation of assets. If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 62 years, there shall be a distribution based on the number of years the participant participated in the Plan. The portion of the account to be distributed will be equal to all the employee's contributions and related earnings, plus 20% of the remainder of the balance (the employer's matching contribution, forfeitures and related earnings) in the separate account for each full year of participation in the Plan up to 100%. Any portion not distributed shall be forfeited. While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his separate accounts. 4. INVESTMENT PROGRAMS Each participant may direct that all of his contributions and, when the participant is fully vested or attains age 55, all matching employer contributions, be invested jointly in 10% increments in any of the following five investment funds: (1) Equity Fund: A fund invested in a mixture of common stocks and other securities of issuers other than Nordson Corporation. (2) Money Market Fund: A fund invested in corporate commercial paper, bank certificates of deposit, U.S. Government and Agency securities, and other short-term investments. (3) Guaranteed Fund: A fund invested primarily in insurance contracts which provide for a guaranteed rate of return. (4) Nordson Stock Fund: A fund invested primarily in the common stock of Nordson Corporation. (5) Bond Fund: A fund invested in fixed income securities, including corporate bonds, U.S. Government securities, mortgage related securities, and money market instruments. For participants not fully vested and less than 55 years old, all Company matching contributions are deposited in the Nordson Stock Fund. 10 NORDSON EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 4. INVESTMENT PROGRAMS (Continued) The Plan allows participants that have completed one year in the Plan to borrow money from the Trust. The loans plus interest, at the prime commercial interest rate charged by the Trustee as of the first day of the loan application period, must be repaid in equal installments over the term of the loan. The term cannot be less than one year or greater than five years. Participants may prepay the entire balance of the loan in a single lump sum without penalty. The maximum amount a participant may have outstanding is the lesser of $50,000 or 50% of the value of the participant's nonforfeitable balance in the Plan. 5. NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS Realized and unrealized gain on investments held by the Trust for the year ended December 31, 1993 consisted of the following components:
Nordson Other Corporation Investments Common Stock In Securities Total ------------ ------------- ----------- 1993 - - ---- Realized gain $ 95,265 $ 157,627 $ 252,892 Unrealized gain 1,652,203 533,300 2,185,503 ---------- ---------- ---------- Net realized and unrealized gain for the year $1,747,468 $ 690,927 $2,438,395 ========== ========== ==========
6. 5500 INFORMATION The Department of Labor requires that realized and unrealized gains (losses) be recognized in the Form 5500 on a revalued cost basis, whereby such cost represents the fair value at the beginning of the year or the purchase price if purchased during the year. On a revalued cost basis, the realized gain and the unrealized gain on the investments held by the master trust were $1,361 and $2,437,034, respectively, for the year ended December 31, 1993. 11 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-18309) of Nordson Corporation pertaining to the Nordson Employees' Savings Trust Plan and in the related Prospectus of our report dated May 24, 1994 with respect to the financial statements of the Nordson Employees' Savings Trust Plan included in the Annual Report (Form 11-K) for the year ended December 31, 1993 which is included in this Form 10-K/A amendment to Nordson Corporation's Annual Report (Form 10-K) for the year ended October 31, 1993. /s/ Ernst & Young Ernst & Young June 27, 1994 Cleveland, Ohio EX-99.F 3 EXHIBIT 99-F 1 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN FINANCIAL STATEMENTS DECEMBER 31, 1993 AND 1992 AND YEAR ENDED DECEMBER 31, 1993 with REPORT OF INDEPENDENT AUDITORS 2 REPORT OF INDEPENDENT AUDITORS The Retirement Committee and Participants Nordson Hourly-Rated Employees' Savings Trust Plan We have audited the accompanying statement of net assets available for plan benefits of the Nordson Hourly-Rated Employees' Savings Trust Plan as of December 31, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the year 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 audits 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 signifi- cant 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 Nordson Hourly-Rated Employees' Savings Trust Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. /s/ Ernst & Young Ernst & Young May 24, 1994 Cleveland, Ohio 3 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993
Money Nordson Market Guaranteed Loan Stock Equity Bond Saturday Fund Fund Fund Fund Fund Fund Fund Total ---------- ----------- ---------- ---------- ---------- -------- -------- ---------- ASSETS Investments: Master trust $ 50,873 $2,338,294 $141,485 $ 978,847 $394,475 $130,686 $417,818 $4,452,478 Contributions receivable/(payable): Employer 3,712 89,714 - 52,663 19,994 6,212 - 172,295 Employee - 61 - 16 12 - - 89 Accounts receivable - 17 - - 17 - - 34 Interfund receivables/ (payables) (474) 13,164 - (12,140) 656 (131) (1,075) - -------- ---------- -------- ---------- -------- -------- -------- ----------- 54,111 2,441,250 141,485 1,019,386 415,154 136,767 416,743 4,624,896 LIABILITIES Accounts payable (46) (2,991) - - (1) - (13,167) (16,205) -------- ---------- -------- ---------- -------- -------- -------- ---------- Net assets available for plan benefits $ 54,065 $2,438,259 $141,485 $1,019,386 $415,153 $136,767 $403,576 $4,608,691 ======== ========== ======== ========== ======== ======== ======== ==========
4 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1992
Money Nordson Market Guaranteed Loan Stock Equity Bond Fund Fund Fund Fund Fund Fund Total ---------- ----------- ---------- ---------- ---------- -------- --------- ASSETS Investments: Master trust $ 37,364 $818,117 $ 53,762 $297,258 $119,891 $32,777 $1,359,169 Contributions receivable: Employer 2,969 55,181 - 43,161 9,233 1,509 112,053 Employee - 61 - 16 12 - 89 Accounts receivable - 531 - - 60 - 591 Interfund receivables/ (payables) (3,940) (72,705) - 24,187 35,271 17,187 - -------- -------- -------- -------- 36,393 801,185 53,762 364,622 164,467 51,473 1,471,902 LIABILITIES Accounts payable (52) - - - (1) - (53) -------- -------- -------- -------- Net assets available for plan benefits $ 36,341 $801,185 $ 53,762 $364,622 $164,466 $51,473 $1,471,849 ======== ======== ======== ======== See accompanying notes.
5 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1993
Money Nordson Market Guaranteed Loan Stock Equity Bond Saturday Fund Fund Fund Fund Fund Fund Fund Total -------- ----------- ---------- ---------- ---------- -------- -------- ---------- Net master trust income $ 1,790 $ 148,914 $ 5,941 $ 175,065 $ 28,601 $ 11,351 $ 28,620 $ 400,282 Contributions: Employer 3,712 90,178 - 52,663 19,994 6,212 - 172,759 Employee 26,225 1,534,242 - 451,335 245,734 83,130 - 2,818,841 ------- ---------- -------- ---------- -------- -------- -------- ---------- 29,937 1,624,420 - 503,998 265,728 89,342 - 2,991,600 Transfer of assets from Hourly Retirement Plan - - - - - - 478,175 - Benefits and withdrawal payments (4,398) (111,504) (3,877) (20,403) (5,729) (2,996) (101,593) (250,500) Fees and commissions - (3,617) - (1) (371) - (551) (4,540) Interfund transfers (9,605) (21,139) 85,659 (3,895) (37,542) (12,403) (1,075) - ------- ---------- -------- ---------- (14,003) (136,260) 81,782 (24,299) (43,642) (15,399) (103,219) (255,040) ------- ---------- -------- ---------- -------- -------- -------- ---------- Increase in net assets available for plan benefits 17,724 1,637,074 87,723 654,764 250,687 85,294 403,576 3,136,842 Net assets available for plan benefits at beginning of year 36,341 801,185 53,762 364,622 164,466 51,473 - 1,471,849 ------- ---------- -------- ---------- -------- -------- -------- ---------- Net assets available for plan benefits at end of year $54,065 $2,438,259 $141,485 $1,019,386 $415,153 $136,767 $403,576 $4,608,691 ======= ========== ======== ========== ======== ======== ======== ========== See accompanying notes.
6 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 AND 1992 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES METHOD OF ACCOUNTING - Plan transactions are accounted for using the accrual method. INVESTMENT VALUATION - Investments in equity and debt securities, traded on a national exchange and mutual funds are valued at the market price on the last business day of the Plan year. Securities traded in the over- the-counter market are valued at the mean between the last reported bid and asked prices. Deposits under group annuity contracts are valued at the fair value as reported by the insurance companies. INCOME TAX STATUS - The Internal Revenue Service issued a determination letter on March 24, 1992 advising that the Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust is, therefore, exempt from federal income taxation under the provisions of Section 501(a). Such determination letter does not cover the Tax Reform Act of 1986. However, the Plan administrator believes the plan to be in operational compliance with all applicable requirements of the Tax Reform Act of 1986 and all subsequent legislation. EMPLOYEE TAXATION - Employee before tax contributions, Nordson Corporation (Company) matching contributions, forfeitures allocated, and earnings on the participant's account are not subject to tax until distri- buted from the Plan. Distributions may also be subject to a 10% excise tax. OTHER - Purchases and sales of securities are reflected on their trade dates. Gains or losses on sales of securities are based on the average cost of securities. Interest is calculated and paid using money market interest rates on late transfers of money between the various funds. This is done to record the proper investment earnings within each fund. 2. INVESTMENTS AND NET INVESTMENT INCOME The assets of the Plan are commingled with the assets of the Nordson Employees' Savings Trust Plan in the Nordson Corporation Master Trust. Investments of the Nordson Corporation Master Trust at December 31, 1993 and 1992 and results of operations for the year ended December 31, 1993 are as follows: 7 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 2. INVESTMENTS AND NET INVESTMENT INCOME (Continued)
1993 1992 ------------------------- ------------------------- Current Current Cost Value Cost Value ------------ ----------- ------------ ----------- Common stock- Nordson Corp. $ 9,243,914 $14,418,814 $ 6,945,543 $10,468,240 Commingled funds- Bonds 2,282,761 2,276,619 1,178,152 1,198,568 Equity 7,013,179 8,253,915 5,631,187 6,312,065 Money market funds 637,546 637,546 545,827 545,827 Deposits under group annuity contracts 41,769,217 41,769,217 35,926,085 35,926,085 Loans to participants 2,431,106 2,431,106 1,994,552 1,994,552 ----------- ----------- ----------- ----------- 63,377,723 69,787,217 52,221,346 56,445,337 Cash 18,464 18,464 - - Dividends receivable- Nordson Corp. 37,769 37,769 26,412 26,412 Other 50 50 - - Interest receivable 279,685 279,685 250,502 250,502 ----------- ----------- ----------- ----------- Investments $63,713,691 $70,123,185 $52,498,260 $56,722,251 =========== =========== =========== ===========
Interest income $ 3,274,216 Dividend income: Nordson Corporation 128,798 Other 230,290 Fees and commissions (128,985) Net realized and unrealized gains 2,438,395 ----------- Net investment income $ 5,942,714 =========== The investments above are held by First Wachovia Bank and Trust Company, N.A. under a trust agreement with the Plan except for the Nordson Stock Fund which is held at Society National Bank and the Bond Fund held at Pacific Investment Management Company. The Company uses the services of investment counselors, not in the employ of First Wachovia Bank and Trust Company, N.A., who have the authority to direct the purchase and sale of securities. The Nordson Hourly-Rated Employees' Savings Trust Plan's pro- portional share of the above assets of $4,452,478 and $1,359,169 represent 6.3% and 2.4% of the total master trust at December 31, 1993 and 1992, respectively,and its proportional share of net investment income of $395,742 represents 6.7% of the income from the master trust for the year ended December 31, 1993. 3. CONTRIBUTIONS AND BENEFITS The Nordson Hourly-Rated Employees' Savings Trust Plan is a defined contribution plan covering hourly-rated, full-time participating domestic employees of the Company. 8 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 3. CONTRIBUTIONS AND BENEFITS (continued) A participant may elect to have contributions made to the Plan on his behalf of not less than 1% and not more than 10% of his annual compensa- tion. A participant may elect to make contributions either as before-tax deferred compensation contributions through a salary reduction arrangement under Section 401(k) of the Internal Revenue Code, or as after-tax voluntary contributions, or as a combination of the two. After-tax voluntary contributions may be made by payroll deductions or by lump sum payments. A participant may change the percentage of his future contributions as of any subsequent enrollment date by filing a written notice with the Company and the Retirement Committee prior to the enrollment date. A participant may suspend contributions under the Plan at any time after completing at least 12 months of participation in the Plan by filing a written notice with the Company and the Retirement Committee. After such a suspension, a participant may resume his contributions as of any subsequent enrollment date by filing a written notice with the Company and the Retirement Committee. The Plan provides participants with the opportunity to change the amount of their contributions and investment elections on a quarterly basis. Also, employees are permitted to participate in the Plan upon completion of an initial 90-day probation period of employment after their respective date of hire. The Company makes contributions equal to 50% of the first 3% of each participant's contributions, subject to Plan restrictions. The Company also may make discretionary contributions if authorized by its Board of Directors. A separate account in each fund is maintained for each participant. The account balances for participants are adjusted periodically, as follows: a) As of the date with respect to which the contribution was earned. b) Monthly for a pro rata share of each respective Fund's net investment income, determined by the percentage which the participant's account balance at the beginning of the quarter plus one half of employee deposits, as adjusted for forfeitures and payments, bears to the total of all participant adjusted account balances at that date. c) Annually for a pro rata share of forfeitures, determined by the ratio that each active participant's percentage of regular contribution (1 to 2%) for the plan year bears to the aggregate percentage of employee's regular contributions for such plan year of all active participants. However, no forfeitures of a participant's account shall be allocated prior to the earlier of a five year period commencing from the date on which the participant's employment was terminated or upon the participant requesting distribution. 9 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 3. CONTRIBUTIONS AND BENEFITS (continued) Upon retirement after age 62, or death or disability if earlier, the balance in the separate account is paid to the participant or his beneficiaries either in lump sum or in installments. Until distribution, each account shall participate in the allocation of earnings and appreciation of assets. If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 62 years, there shall be a distribution based on the number of years the participant participated in the Plan. The portion of the account to be distributed will be equal to all the employee's contributions and related earnings, plus 20% of the remainder of the balance (the employer's matching contribution, forfeitures and related earnings) in the separate account for each full year of participation in the Plan up to 100%. Any portion not distributed shall be forfeited. While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his separate accounts. 4. INVESTMENT PROGRAMS Each participant may direct that all of his contributions and, when the participant is fully vested or attains age 55, all matching employer contributions, be invested jointly in 10% increments in any of the following five investment funds: (1) Equity Fund: A fund invested in a mixture of common stocks and other securities of issuers other than Nordson Corporation. (2) Money Market Fund: A fund invested in corporate commercial paper, bank certificates of deposit, U.S. Government and Agency securities, and other short-term investments. (3) Guaranteed Fund: A fund invested primarily in insurance contracts which provide for a guaranteed rate of return. (4) Nordson Stock Fund: A fund invested primarily in the common stock of Nordson Corporation. (5) Bond Fund: A fund invested in fixed income securities, including corporate bonds, U.S. Government securities, mortgage related securities, and money market instruments. For participants not fully vested and less than 55 years old, all Company matching contributions are deposited in the Nordson Stock Fund. 10 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 4. INVESTMENT PROGRAMS (continued) The Plan allows participants that have completed one year in the Plan to borrow money from the Trust. The loans plus interest, at the prime commercial interest rate charged by the Trustee as of the first day of the loan application period, must be repaid in equal installments over the term of the loan. The term cannot be less than one year or greater than five years. Participants may prepay the entire balance of the loan in a single lump sum without penalty. The maximum amount a participant may have outstanding is the lesser of $50,000 or 50% of the value of the participant's nonforfeitable balance in the Plan. 5. NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS Realized and unrealized gain on investments held by the Trust for the year ended December 31, 1993 consisted of the following components:
Nordson Other Corporation Investments Common Stock In Securities Total ------------ ------------- ------------ 1993 - - ---- Realized gain $ 95,265 $ 157,627 $ 252,892 Unrealized gain 1,652,203 533,300 2,185,503 ---------- --------- ---------- Net realized and unrealized gain for the year $1,747,468 $ 690,927 $2,438,395 ========== ========= ==========
6. AMENDMENT TO THE PLAN Effective March 31, 1993, the Plan was amended to provide for the merger of the Nordson Corporation Hourly-Rated Employees' Retirement Plan (Retirement Saturday Plan) into the Plan. The amendment provided for the establishment of a separate investment fund for the assets and liabilities transferred from the Retirement Saturday Plan. At the beginning of any quarter, participants may transfer their entire balance from the Retirement Saturday Fund into the other funds available under the Plan. No additional contributions or transfers can be made to the Retirement Saturday Fund. Investments in the Retirement Saturday Fund consist primarily of insurance contracts which provide for a guaranteed rate of return. 11 NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 7. 5500 INFORMATION The Department of Labor requires that realized and unrealized gains (losses) be recognized in the Form 5500 on a revalued cost basis, whereby such cost represents the fair value at the beginning of the year or the purchase price if purchased during the year. On a revalued cost basis, the realized gain and the unrealized gain on the investments held by the master trust were $1,361 and $2,437,034, respectively, for the year ended December 31, 1993. 12 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-33481) of Nordson Corporation pertaining to the Nordson Hourly-Rated Employees' Savings Trust Plan and in the related Prospectus of our report dated May 24, 1994 with respect to the financial statements of the Nordson Hourly-Rated Employees' Savings Trust Plan included in the Annual Report (Form 11-K) for the year ended December 31, 1993 which is included in this Form 10-K/A amendment to Nordson Corporation's Annual Report (Form 10-K) for the year ended October 31, 1993. /s/ Ernst & Young Ernst & Young June 27, 1994 Cleveland, Ohio -----END PRIVACY-ENHANCED MESSAGE-----