-----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, hGSnrNUa6ifCSitD4bYAL10/yiA3gbZ4dXJTjVGm0u20jLRMf5cownwmgLIZkxqo fsJvI04wJMfVCqrchqA+ag== 0000950131-94-001148.txt : 19940701 0000950131-94-001148.hdr.sgml : 19940701 ACCESSION NUMBER: 0000950131-94-001148 CONFORMED SUBMISSION TYPE: 10-K/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMCO INC CENTRAL INDEX KEY: 0000007383 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 310200500 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00873 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 300 INTERPACE PKWY CITY: PARISPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2013165200 MAIL ADDRESS: STREET 1: 300 INTERPACE PARKWAY CITY: PARSIPPANY STATE: NJ ZIP: 07054-0324 FORMER COMPANY: FORMER CONFORMED NAME: ARMCO STEEL CORP DATE OF NAME CHANGE: 19790506 10-K/A 1 FORM 10-K/A This document is a copy of the Form 10-K/A Amendment No. 1 for the Form 11-K for the Armco, Inc. Thrift Plan for Hourly Employees, Armco, Inc. Retirement and Savings Plan and Empire - Detroit Steel Division 401(k) Plan for Hourly Employees filed June 30, 1994 pursuant to a Rule 201 Temporary Hardship Exemption. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (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 DECEMBER 31, 1993 ----------------- [ ] 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 1-873-2 ------- ARMCO INC. ---------- (Exact name of registrant as specified in its charter) Ohio 31-0200500 ----------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415 - -------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 412/255-9800 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Class A Preferred Stock, without par value New York Stock Exchange Class B Preferred Stock, $1 par value each New York Stock Exchange Common Stock, $.01 par value each New York Stock Exchange Rights to Purchase Participating Preferred Stock of Class A Preferred Stock New York Stock Exchange Sinking Fund Debentures: New York Stock Exchange 8.70%, due 1995 9.20%, due 2000 8.50%, due 2001 11.375% Notes, due 1999 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((S)229.405 of this chapter) 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. [ ] The aggregate market value of voting stock held by nonaffiliates of Armco Inc. (assuming solely for purposes of this Form, that all members of registrant's Board of Directors are "affiliates") was approximately $778,557,626 as of February 28, 1994. As of the close of business on February 28, 1994, there were 104,103,174 shares of Common Stock outstanding. Documents incorporated by reference herein include: Annual Report to Shareholders for the year ended December 31, 1993 -- Parts I, II, and IV of this report. Proxy Statement for the 1994 Annual Meeting of Shareholders filed with the Commission under Rule 14a-6 of the Securities Exchange Act of 1934 in connection with the Company's 1994 Annual Meeting of Shareholders -- Part III of this report. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K I. DOCUMENTS FILED AS A PART OF THIS REPORT A. FINANCIAL STATEMENTS PAGE ---- 1. Statement of Consolidated Operations for the Years Ended December 31,1993, 1992 and 1991 * 2. Statement of Consolidated Financial Position as of December 31, 1993 and 1992 * 3. Statement of Consolidated Cash Flows for the Years ended December 31, 1993, 1992 and 1991 * 4. Statement of Consolidated Shareholders' Equity (Deficit) for the Years Ended December 31, 1991, 1992 and 1993 * 5. Notes to Financial Statements * 6. Independent Auditors' Report * 7. Independent Auditors' Report 31 (1) 8. Financial Statement Schedules for the Years 32-35 (1) Ended December 31, 1993, 1992 and 1991 I -- Marketable Securities - Other Security Investments V -- Property, Plant and Equipment VI -- Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment VIII -- Valuation and Qualifying Accounts and Reserves 9. Responsibility for Financial Reporting * 10. Armco Steel Company, L. P. Consolidated Financial 36-59 (1) Statements and Financial Statement Schedules as of December 31, 1991, 1992 and 1993 and for the four years in the period ended December 31, 1993 11. Armco Financial Services Group - companies to be 60-87 (1) sold Consolidated Financial Statements and Financial Statement Schedules as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991 12. Annual Report on Form 11-K for the year ended 6 (2) December 31, 1993 for the Armco Inc. Thrift Plan for Hourly Employees 13. Annual Report on Form 11-K for the year ended 22 (2) December 31, 1993 for the Armco Inc. Retirement and Savings Plan 14. Annual Report on Form 11-K for the year ended 39 (2) December 31, 1993 for the Empire-Detroit Steel Division 01(K) Plan for Hourly Employees ________________ *Incorporated in this annual report on Form 10-K by reference to pages 32-56 of the Annual Report to Shareholders for the year ended December 31, 1993. (1) Included at this page in Registrant's Annual Report on Form 10-K for the year ended Decemabe4r 31, 1993, of which this is an amendment. (2) Page number in this Form 10K/A. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES OMITTED The financial statements and financial statement schedules for Armco Inc. and Consolidated Subsidiaries, and for Armco Financial Services Group and Armco Steel Company, L.P., other than those listed above, are omitted because of the absence of conditions under which they are required, or because the information is set forth in the notes to financial statements. PAGE IN THIS FORM B. EXHIBITS 10-K/A The following is an index of the exhibits included -- in the Form 10-K Annual Report. 3(a). Articles of Incorporation of Armco Inc., as amended as of May 12, 1993 (1) -- 3(b). Regulations of Armco Inc. (2) 4. Armco hereby agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of each instrument defining the rights of holders of long-term debt of Armco and its subsidiaries omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. -- 10(a). Incentive Compensation Plan (3)* -- 10(b). Deferred Compensation Plan for Directors (4)* -- 10(c). 1983 Stock Option Plan (5)* -- 10(d). Long-Term Incentive Compensation Plan (6)* -- 10(e). 1993 Long-Term Incentive Plan of Armco Inc.*(7) -- 10(f). Severance Agreements (8)* -- 10(g). 1988 Stock Option Plan (9)* -- 10(h). 1988 Restricted Stock Plan (9)* -- 10(i). Executive Supplemental Deferred Compensation Plan Trust (10)* -- 10(j). Executive Supplemental Deferred Compensation Plan (11)* -- 10(k). Rights Agreement dated as of June 27, 1986 between Armco Inc. and Harris Trust and Savings Bank, as amended as of June 24, 1988 (13) -- 10(l). Joint Venture Formation Agreement dated March 24, 1989 (14) -- 10(m). Incentive Compensation Plan for Key Management (12)* -- 10(n). Pension Plan for Outside Directors (12)* -- 10(o). Key Management Severance Policy (15)* -- 10(p). Armco Inc. 1991 Long-Term Incentive Plan (Armco Inc. Long-Term Incentive Plan Performance Share Plan) (16)* -- 10(q). Profit Sharing Plan for Armco Advanced Materials Company (17)* -- 10(r). Minimum Pension Plan (18)* -- 10(s). Stainless Steel Toll Rolling Services Agreement -- 10(t). Armco Inc. Noncontributory Pension Plan As Amended and Restated (Effective As Of January 1, 1989) (19)* -- 10(u). Armco Inc. Retirement and Savings Plan (19)* -- 11. Computation of Income (Loss) Per Share (19) -- 13. Annual Report to Shareholders for the year ended December 31, 1993. (Filed for information only, except for those portions that are specifically incorporated in this Form 10-K Annual Report for the year ended December 31, 1993.) (19) -- 21. List of subsidiaries of Armco Inc. (19) -- 23. Independent Auditors' Consent (19) -- 23(a). Independent Auditors' Consent 21 23(b). Independent Auditors' Consent 38 23(c). Independent Auditors' Consent 50 28. Schedule P - Analysis of Losses and Loss Expenses (19) -- 99. Description of Armco Capital Stock (19) -- The annual reports (Form 11-K) for the year ended December 31, 1993 for the Armco Inc. Retirement and Savings Plan and the Armco Inc. Thrift Plan for Hourly Employees will be filed by amendment as exhibits hereto, as permitted under Rule 15d-21. * Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Form 10-K pursuant to Item 14(c) of Form 10-K. - ------------------------- (1) Incorporated by reference from Exhibit 4.2 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (2) Incorporated by reference from Exhibit 3(b) to Armco's Quarterly Report on Form 10-Q for the quarter ended June 30, 1987. (3) Incorporated by reference from Exhibits 10(a) to Armco's Annual Report on Form 10-K for the year ended December 31, 1980. (4) Incorporated by reference from Exhibit 10(f) to Armco's Annual Report on Form 10-K for the year ended December 31, 1981. (5) Incorporated by reference from Exhibit 19 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1983. (6) Incorporated by reference from Exhibit 10(g) to Armco's Annual Report on Form 10-K for the year ended December 31, 1983. (7) Incorporated by reference from Exhibit 10 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (8) Incorporated by reference from Exhibit 10(a) to Armco's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988. (9) Incorporated by reference from Exhibits 10(h) and 10(i) to Armco's Annual Report on Form 10-K for the year ended December 31, 1988. (10) Incorporated by reference from Exhibit 10(b) to Armco's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988. (11) Incorporated by reference from Exhibit 10(c) to Armco's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988. (12) Incorporated by reference from Exhibit 10(o) and Exhibit 10(p) to Armco's Annual Report on Form 10-K for the year ended December 31, 1989. (13) Incorporated by reference from Exhibit 1 to Armco's Form 8-A dated July 7, 1986 and Exhibit 1.1 to Armco's Form 8 dated July 11, 1988. (14) Incorporated by reference from Exhibit 10 to Armco's Form 8-K dated March 27, 1989. (15) Incorporated by reference from Exhibit 10(p) to Armco's Annual Report on Form 10-K for the year ended December 31, 1990. (16) Incorporated by reference from Exhibit 10(p) to Armco's Annual Report on Form 10-K for the year ended December 31, 1991. (17) Incorporated by reference from Exhibit 10(q) to Armco's Annual Report on Form 10-K for the year ended December 31, 1991. (18) Incorporated by reference from Exhibit 10(r) to Armco's Annual Report on Form 10-K for the year ended December 31, 1991. (19) Included in Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, of which this is an amendment. FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES -------------------------------- (Full title of the Plan) ARMCO INC. ---------- (Name of Issuer of the securities held pursuant to the Plan) One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415 ------------------------------------------------------------------------ (Address of principal executive offices) ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES ------------------------------------------- TABLE OF CONTENTS
Page ----- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1993 and 1992 4-5 Statements of Changes in Net Assets Available for Benefits, for the Years Ended December 31, 1993 and 1992 6-7 Notes to Financial Statements 8-11 SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes 12 Item 27d - Schedule of Reportable Transactions 13-14
(Supplemental schedules other than those listed above are not presented because of the absence of the conditions under which they are required.) -2- INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Armco Inc. Thrift Plan for Hourly Employees: We have audited the accompanying financial statements of the Armco Inc. Thrift Plan for Hourly Employees as of December 31, 1993 and 1992 and for the years then ended, listed in the foregoing table of contents. 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 its 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 schedules listed in the foregoing table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 the basic financial statements. The supplemental schedules listed in the foregoing table of contents and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits 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 Pittsburgh, Pennsylvania June 25, 1994 -3- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES ------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993
Supplemental Information By Fund ----------------------------------------------------------------------------------------------- Inter- Corporation Fixed Equity New Equity national Stock Income Income Horizons Index Stock Loan ASSETS Fund Fund Fund Fund Fund Fund Fund Total - ------------------------------- ----------- ----------- ---------- -------- -------- -------- -------- ----------- Investments - at fair value: Common Stock of Armco Inc. $6,252,510 $ 6,252,510 Fixed Income Fund $14,174,153 14,174,153 Equity Income Fund $1,087,198 1,087,198 New Horizons Fund $578,199 578,199 Equity Index Fund $543,501 543,501 International Stock Fund $192,834 192,834 Loans to participants $311,875 311,875 ---------- ----------- ----------- -------- -------- -------- -------- ----------- TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS $6,252,510 $14,174,153 $1,087,198 $578,199 $543,501 $192,834 $311,875 $23,140,270 ========== =========== ========== ======== ======== ======== ======== ===========
See notes to financial statements. -4- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES ------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1992
Supplemental Information By Fund ---------------------------------------------------------------------------------------------------- Inter- Corporation Fixed Equity Growth New Equity national Stock Income Income Stock Horizons Index Stock Loan ASSETS Fund Fund Fund Fund Fund Fund Fund Fund Total - ----------------------------- ----------- ----------- -------- -------- -------- ------ -------- ------- ----------- Receivables: Employer contributions $ 47,424 $ 47,424 Participant contributions 6,933 $ 67,942 $ 5,299 $ 4,891 $ 2,520 $ 33 $ 360 87,978 ---------- ----------- -------- -------- -------- ------ -------- --------- ----------- Total receivables 54,357 67,942 5,299 4,891 2,520 33 360 135,402 ---------- ----------- -------- -------- -------- ------ -------- --------- ----------- Investments - at fair value: Common Stock of Armco Inc. 6,674,034 6,674,034 Fixed Income Fund 12,567,936 12,567,936 Equity Income Fund 739,487 739,487 Growth Stock Fund 496,833 496,833 New Horizons Fund 337,391 337,391 Equity Index Fund 8,177 8,177 International Stock Fund 13,950 13,950 Loans to participants $231,389 231,389 ---------- ----------- -------- -------- -------- ------ -------- -------- ----------- Total investments 6,674,034 12,567,936 739,487 496,833 337,391 8,177 13,950 231,389 $21,069,197 ---------- ----------- -------- -------- -------- ------ -------- -------- ----------- TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS $6,728,391 $12,635,878 $744,786 $501,724 $339,911 $8,210 $14,310 $231,389 $21,204,599 ========== =========== ======== ======== ======== ====== ======== ======== ===========
See notes to financial statements. -5- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES ------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1993
Supplemental Information By Fund ----------------------------------------------------------------------------- Corporation Fixed Equity Growth New Equity Stock Income Income Stock Horizons Index Fund Fund Fund Fund Fund Fund ------------ ------------ ----------- ---------- --------- --------- Interest and dividends $ 1,017,511 $ 73,532 $ 29,414 $ 79,412 $ 334 Net appreciation (depreciation) in fair value of investments $ (636,700) 51,203 49,758 6,807 465 Contributions by participants 120,496 1,259,119 116,058 96,565 58,214 3,171 Contributions by Armco Inc. 887,455 2,876 179 169 116 Distributions to withdrawing participants (291,470) (928,134) (48,403) (47,247) (15,640) (6,156) Transfers among funds (555,662) 186,903 149,843 (630,383) 109,379 537,477 ---------- ----------- ---------- --------- -------- -------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (475,881) 1,538,275 342,412 (501,724) 238,288 535,291 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 6,728,391 12,635,878 744,786 501,724 339,911 8,210 ---------- ----------- ---------- --------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $6,252,510 $14,174,153 $1,087,198 $ -- $578,199 $543,501 ========== =========== ========== ========= ======== ======== Supplemental Information By Fund ---------------------------------------- International Stock Loan Fund Fund Total ------------- ----------- ----------- Interest and dividends $ 4,131 $ 24,547 $1,228,881 Net appreciation (depreciation) in fair value of investments 16,387 (512,080) Contributions by participants 15,093 1,668,716 Contributions by Armco Inc. 890,795 Distributions to withdrawing participants (3,591) (1,340,641) Transfers among funds 146,504 55,939 ---------- ----------- ---------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 178,524 80,486 1,935,671 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 14,310 231,389 21,204,599 ---------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $192,834 $311,875 $23,140,270 ========== =========== ===========
See notes to financial statements. -6- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES ------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1992
Supplemental Information By Fund ------------------------------------------------------------------------ Corporation Fixed Equity Growth New Equity Stock Income Income Stock Horizons Index Fund Fund Fund Fund Fund Fund ------------ ------------ --------- --------- --------- ------ Interest and dividends $ 988,572 $ 45,032 $ 30,261 $ 34,276 $ 173 Net appreciation (depreciation) in fair value of investments $1,299,300 42,045 (3,339) (2,526) 350 Contributions by participants 137,440 1,284,878 92,087 87,258 52,433 200 Contributions by Armco Inc. 841,916 5,664 378 77 203 Distributions to withdrawing participants (245,811) (755,776) (14,083) (26,193) (26,635) Transfers among funds (183,714) 167,943 11,237 29,926 (65,079) 2,000 ---------- ----------- -------- -------- -------- ------ NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 1,849,131 1,691,281 176,696 117,990 (7,328) 2,723 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 4,879,260 10,944,597 568,090 383,734 347,239 5,487 ---------- ----------- -------- -------- -------- ------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $6,728,391 $12,635,878 $744,786 $501,724 $339,911 $8,210 ========== =========== ======== ======== ======== ====== Supplemental Information By Fund ----------------------------------------- International Stock Loan Fund Fund Total -------------- ---------- ---------- Interest and dividends $ 485 $ 18,793 $1,117,592 Net appreciation (depreciation) in fair value of investments (888) 1,334,942 Contributions by participants 3,591 1,657,887 Contributions by Armco Inc. 848,238 Distributions to withdrawing participants (1,068,498) Transfers among funds (672) 38,359 ------- --------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 2,516 57,152 3,890,161 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 11,794 174,237 17,314,438 ------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $14,310 $231,389 $21,204,599 ======= ======== ===========
See notes to financial statements. -7- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES - ------------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 - -------------------------------------- 1. GENERAL The Armco Inc. Thrift Plan for Hourly Employees (the "Plan") is a defined contribution plan covering all hourly employees who are employed at a unit or subsidiary designated by the Benefit Plans Administrative Committee ("BPAC") as being eligible to participate. The primary purpose is to encourage employee savings while providing an opportunity to invest in the common stock of Armco Inc. ("Armco"). Participants may elect to invest into the Plan through payroll deductions of up to 20% of eligible wages. In addition, for every dollar contributed by a participant, up to 5% of eligible wages depending on service attained as of the first of each quarter, Armco will match such contributions 100%, and for employees who are not eligible for current benefit accruals under any tax-qualified defined benefit pension plan sponsored by Armco, an additional 2% will be contributed to the participant's account. All contributions, including any net accumulated earnings thereon, are 100% vested at all times. The Plan allows participants to borrow funds from their accounts. T. Rowe Price Trust Company ("TRP") serves as the trustee of the Plan. TRP also serves as an investment manager and recordkeeper for all participant accounts. Provisions of the Plan regarding participation, vesting, contributions, withdrawals, loans and other matters are more fully described in the Summary Plan Description. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: a. General - The accounting records of the Plan are maintained on the ------- accrual basis of accounting. b. Valuation of Investments - Quoted market prices are used to value ------------------------ investments, except for various group annuity contracts comprising the Fixed Income Fund which are valued at contract value. c. Reclassification - Certain amounts in the 1992 financial statements ---------------- have been reclassified to be consistent with the 1993 presentation. 3. INVESTMENT PROGRAMS Upon enrollment or re-enrollment, the following investment options are available for participant contributions in increments of 10%: a. Corporation Stock Fund - Investment in the common stock of Armco. ---------------------- b. Fixed Income Fund - Investment contracts with insurance companies or ----------------- banks and money market funds. c. Equity Income Fund - TRP mutual fund investing in a diversified ------------------ portfolio of stocks and bonds. d. Growth Stock Fund - TRP mutual fund investing in common stocks of ----------------- well-established growth companies. e. New Horizons Fund - TRP mutual fund investing in common stocks of ----------------- small, emerging companies. -8- f. Equity Index Fund - TRP mutual fund investing in common stocks ----------------- represented in the Standard & Poor's 500 Composite Stock Price Index. g. International Stock Fund - TRP mutual fund investing primarily in ------------------------ common stocks of established non-United States companies. The Loan Fund was established by TRP to account for loans to participants. Participants may, once during each calendar quarter, change the investment options to which future contributions are to be allocated. In addition, participants may, once during each calendar quarter, direct that all or a specified portion of their account, including any earnings thereon, held in any one or more investment funds be transferred from such investment fund or funds to any other investment fund or funds. Matching contributions of Armco are initially invested in common stock of Armco. Such contributions may be transferred subsequently at the participant's request. For employees who are not eligible for current benefit accruals under any tax-qualified defined benefit pension plan sponsored by Armco, the additional 2% Armco contribution is allocated to participants' accounts based on the participants' current investment elections. During 1993, Armco approved that effective January 1, 1994, the T. Rowe Price Balanced Fund will be offered to participants as a substitute for the Growth Stock Fund. Additionally, Armco approved the transfer of participant account balances in the Growth Stock Fund to the Equity Index Fund. Such transfers occurred on December 31, 1993. 4. CONTRIBUTIONS Following are the pretax contributions from earnings of participants (contributions made in accordance with Section 401(k) of the Internal Revenue Code) included in Contributions by Participants in the accompanying Statements of Changes in Net Assets Available for Benefits:
Year Ended December 31 ---------------------- 1993 1992 --------- --------- Corporation Stock Fund $ 69,171 $ 74,531 Fixed Income Fund 790,646 784,057 Equity Income Fund 89,110 68,670 Growth Stock Fund 71,877 58,026 New Horizons Fund 45,605 39,296 Equity Index Fund 1,773 56 International Stock Fund 11,052 1,255
5. TAX STATUS The Plan obtained its latest determination letter in 1990, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. Armco believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. -9- 6. INVESTMENTS IN THE FIXED INCOME FUND The Plan's Fixed Income Fund holds various investment contracts with the Travelers Life Insurance Company ("Travelers"), Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual"), the Bankers Trust Company ("Bankers Trust"), Provident National ("Provident"), Aetna Capital Management ("Aetna"), Metropolitan Life Insurance Company ("Metropolitan Life"), John Hancock Mutual Life Insurance Company ("John Hancock") and Prudential Asset Management ("Prudential"). Such investment contracts are presented at contract value in the accompanying financial statements which represents the principal amount of the contract plus accumulated interest. The interest rates on such contracts may be reduced or other penalties applied if the Plan allows investment in a competing fixed income fund established with another financial institution or takes other actions which are specified in the underlying contracts. Interest earned by the Fixed Income Fund is a composite of the interest earned under the various group annuity contracts and money market funds, as follows:
Investment Contribution Period Carrier Rate Effective Through - -------------------------- ----------------- ------ ----------------- January 1, 1988 December 31, 1988 Travelers 10.47% January 1, 1993 January 1, 1989 Massachusetts September 30, 1989 Mutual 9.25 March 31, 1994 October 1, 1989 September 30, 1990 Bankers Trust 9.00 March 31, 1995 October 1, 1990 September 30, 1991 Provident 9.32 March 31, 1996 December 31, 1990 Aetna 9.39 March 31, 1996 October 1, 1991 September 30, 1992 Metropolitan Life 8.02 March 31, 1997 December 31, 1991 John Hancock 8.12 March 31, 1997 October 1, 1992 Prudential 5.95 March 31, 1999 September 30, 1993 October 1, 1993 March 31, 1994 TRP 2.66 March 31, 1994
-10- The Fixed Income Fund's investments as of December 31, 1993 and 1992 are as follows:
Description of Investment 1993 1992 ------------------------- ----------- ------------ TRP Prime Reserve Fund, money market fund, 2.66% $ 1,476,188 Massachusetts Mutual, Guaranteed Investment Contract, 9.25% 817,825 $ 1,443,741 Bankers Trust, Guaranteed Investment Contract, 9.00% 3,420,493 3,138,070 Provident, Guaranteed Investment Contract, 9.32% 1,479,170 1,353,064 Aetna, Guaranteed Investment Contract, 9.39% 1,371,540 1,253,808 Metropolitan Life, Guaranteed Investment Contract, 8.02% 1,464,844 1,356,081 John Hancock, Guaranteed Investment Contract, 8.12% 1,169,828 1,081,972 Prudential, Guaranteed Investment Contract, 5.95% 2,974,265 2,941,200 ----------- ----------- $14,174,153 $12,567,936 =========== ===========
7. TRANSACTIONS WITH PARTIES IN INTEREST Armco provides to the Plan certain accounting and administrative services for which no fees are charged to the Plan. 8. PLAN TERMINATION Although it has not expressed any intent to do so, Armco has the right, subject to the applicable collective bargaining agreements, to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the interest of affected participants shall be distributed as provided by BPAC. * * * * * * -11- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES - ------------------------------------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1993 - -------------------------------------------------------------
Current Identity of Issue Description of Investment Cost Value - ----------------- ------------------------- ---------- ---------- * Armco Inc. Common Stock, $.01 Par Value $9,708,368 $6,252,510 * T. Rowe Price Trust Company Prime Reserve Fund 1,476,188 1,476,188 John Hancock Mutual Life Insurance Company Guaranteed Investment Contract, 8.12% 1,169,828 1,169,828 Massachusetts Mutual Life Insurance Company Guaranteed Investment Contract, 9.25% 817,825 817,825 Bankers Trust Company Guaranteed Investment Contract, 9.00% 3,420,493 3,420,493 Provident National Guaranteed Investment Contract, 9.32% 1,479,170 1,479,170 Aetna Capital Management Guaranteed Investment Contract, 9.39% 1,371,540 1,371,540 Metropolitan Life Insurance Company Guaranteed Investment Contract, 8.02% 1,464,844 1,464,844 Prudential Asset Management Guaranteed Investment Contract, 5.95% 2,974,265 2,974,265 * T. Rowe Price Trust Company Equity Income Fund 952,820 1,087,198 * T. Rowe Price Trust Company New Horizons Fund 532,235 578,199 * T. Rowe Price Trust Company Equity Index Fund 543,166 543,501 * T. Rowe Price Trust Company International Stock Fund 177,962 192,834 * Participant Loans Notes, 8.0% to 12.5%, due 12 to 180 months from date of loan 311,875 311,875 ----------- ----------- TOTAL $26,400,579 $ 23,140,270 =========== ============
* Party-in-interest. -12- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES - ------------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 - ----------------------------------------------- SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS - -----------------------------------------------------------
Number Number Total Total Description of of Amounts Amounts Net Gain Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss) - -------------------- ---------------------- --------- ------ ---------- ---------- ---------- Armco Inc. Common Stock 146 263 $1,007,951 $ 291,470 $(426,925) Prudential Asset Guaranteed Investment Management Contract, 5.95% 66 40 1,350,405 1,451,802 -- T. Rowe Price Price Reserve Fund 37 33 1,805,444 369,648 -- Trust Company
-13- ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES - ------------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 - ---------------------------------------------- SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS - -------------------------------------------------
Current Cost Value Description Purchase Selling of of Net Gain Identity of Issue of Investment Price Price Investment Investment or (Loss) - ----------------- ------------- ------- ------- ---------- ---------- --------- T. Rowe Price Trust Company Prime Reserve Fund $1,243,487 $1,243,487 $1,243,487
-14- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit Plans Administrative Committee has duly caused this Annual Report on Form 11-K to be signed by the undersigned thereunto duly authorized. ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES (The Plan) By: /s/ James W. Edgerton ---------------------------------- James W. Edgerton, Chairman Benefit Plan Administrative Committee By: /s/ Barry M. Haller ------------------------------------- Barry M. Haller, Member Benefit Plan Administrative Committee By: /s/ Gregory R. Karavanich ------------------------------------- Gregory R. Karavanich, Member Benefit Plan Administrative Committee Dated: June 29, 1994 -15- Exhibit 24(a) INDEPENDENT AUDITORS' CONSENT - ----------------------------- We consent to the incorporation by reference in Registration Statement No. 33-54351 of Armco Inc. on Form S-8 of our report dated June 25, 1994, appearing in this Annual Report on Form 11-K of the Armco Inc. Thrift Plan for Hourly Employees for the year ended December 31, 1993. /s/ DELOITTE & TOUCHE DELOITTE & TOUCHE Pittsburgh, Pennsylvania June 29, 1994 -16- FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 ARMCO INC. RETIREMENT AND SAVINGS PLAN --------------------------- (Full title of the Plan) ARMCO INC. ---------- (Name of Issuer of the securities held pursuant to the Plan) One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415 ------------------------------------------------------------------------ (Address of principal executive offices) ARMCO INC. RETIREMENT AND SAVINGS PLAN -------------------------------------- TABLE OF CONTENTS
Page ----- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1993 and 1992 4-5 Statements of Changes in Net Assets Available for Benefits, for the Years Ended December 31, 1993 and 1992 6-7 Notes to Financial Statements 8-12 SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes 13-14 Item 27d - Schedule of Reportable Transactions 15
(Supplemental schedules other than those listed above are not presented because of the absence of the conditions under which they are required.) -2- INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Armco Inc. Retirement and Savings Plan: We have audited the accompanying financial statements of the Armco Inc. Retirement and Savings Plan as of December 31, 1993 and 1992 and for the years then ended, listed in the foregoing table of contents. 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 its 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 schedules listed in the foregoing table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 the basic financial statements. The supplemental schedules listed in the foregoing table of contents and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits 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 Pittsburgh, Pennsylvania June 25, 1994 -3- ARMCO INC. RETIREMENT AND SAVINGS PLAN -------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993
Supplemental Information By Fund ----------------------------------------------------------------------------------------------------- Inter- Corporation Fixed Equity New Equity national Stock Income Income Horizons Index Stock Loan ASSETS Fund Fund Fund Fund Fund Fund Fund Total - ----------------------------- ----------- ------------ ----------- ---------- ---------- ---------- ---------- ------------ Investments - at fair value: Common Stock of Armco Inc. $15,586,629 $ 15,586,629 Fixed Income Fund $112,669,426 112,669,426 Equity Income Fund $32,139,796 32,139,796 New Horizons Fund $6,397,151 6,397,151 Equity Index Fund $5,867,789 5,867,789 Internatonal Stock Fund $4,767,290 4,767,290 Loans to participants $2,832,918 2,832,918 ----------- ------------ ----------- ---------- ---------- ---------- ---------- ------------ TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS $15,586,629 $112,669,426 $32,139,796 $6,397,151 $5,867,789 $4,767,290 $2,832,918 $180,260,999 =========== ============ =========== ========== ========== ========== ========== ============
See notes to financial statements. -4- ARMCO INC. RETIREMENT AND SAVINGS PLAN -------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1992
Supplemental Information by Fund ------------------------------------------------------------------------ Corporation Fixed Equity Growth New Equity Stock Income Income Stock Horizons Index ASSETS Fund Fund Fund Fund Fund Fund - ------ ----------- ------------ ----------- ---------- ---------- -------- Investments - at fair value: Common Stock of Armco Inc. $21,592,484 Fixed Income Fund $123,604,003 Equity Income Fund $30,333,540 Growth Stock Fund $4,189,531 New Horizons Fund $3,342,471 Equity Index Fund $432,778 International Stock Fund Loans to participants ----------- ------------ ----------- ---------- ---------- -------- Total investments 21,592,484 123,604,003 30,333,540 4,189,531 3,342,471 432,778 ----------- ------------ ----------- ---------- ---------- -------- Receivables: Participant contributions 288,405 177,161 Interfund receivable (payable) (7,323) 2,015 5,308 ----------- ------------ ----------- ---------- ---------- -------- Total receivables (7,323) 290,420 182,469 ----------- ------------- ---------- ---------- ---------- -------- Total assets 21,585,161 123,894,423 30,516,009 4,189,531 3,342,471 432,778 LIABILITIES - ----------- Other liabilities (11,543) Transfers to other plans (89,208) ----------- ------------ ----------- ---------- ---------- -------- NET ASSETS AVAILABLE FOR BENEFITS $21,585,161 $123,793,672 $30,516,009 $4,189,531 $3,342,471 $432,778 =========== ============ =========== ========== ========== ======== Supplemental Information by Fund ---------------------------------------- International Stock Loan ASSETS Fund Fund Total - ------ -------------- ---------- ------------ Investments - at fair value: Common Stock of Armco Inc. $ 21,592,484 Fixed Income Fund 123,604,003 Equity Income Fund 30,333,540 Growth Stock Fund 4,189,531 New Horizons Fund 3,342,471 Equity Index Fund 432,778 International Stock Fund $ 539,731 539,731 Loans to participants $2,668,900 2,668,900 ------------- ---------- ------------ Total investments 539,731 2,668,900 186,703,438 ------------- ---------- ------------ Receivables: Participant contributions 465,566 Interfund receivable (payable) ------------- ---------- ------------ Total receivables 465,566 ------------- ---------- ------------ Total assets 539,731 2,668,900 187,169,004 LIABILITIES - ----------- Other liabilities (11,543) Transfers to other plans (89,208) ------------- ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 539,731 $2,668,900 $187,068,253 ============= ========== ============
See notes to financial statements. -5- ARMCO INC. RETIREMENT AND SAVINGS PLAN -------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1993
Supplemental Information By Fund --------------------------------------------------------------------------------------- Corporation Fixed Equity Growth New Equity Stock Income Income Stock Horizons Index Fund Fund Fund Fund Fund Fund ------------- ------------- ------------ ------------ ----------- ----------- Interest and dividends $ 8,342,608 $ 2,966,006 $ 259,636 $ 869,970 $ 24,005 Net appreciation (depreciation) in fair value of investments $(1,308,950) 1,400,400 447,570 37,999 53,824 Contributions by participants 495,123 4,014,500 1,869,305 1,139,420 699,180 447,409 Contributions by Armco Inc. 251,698 2,200,892 851,144 537,620 334,000 197,710 Distributions to withdrawing participants (3,074,251) (22,284,835) (5,632,074) (708,323) (435,740) (126,834) Transfers among funds (1,922,856) (2,151,190) 263,013 (5,777,307) 1,596,927 4,838,897 Transfer out to other plans (439,296) (1,246,221) (94,007) (88,147) (47,656) ----------- ------------ ----------- ----------- ---------- ---------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (5,998,532) (11,124,246) 1,623,787 (4,189,531) 3,054,680 5,435,011 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 21,585,161 123,793,672 30,516,009 4,189,531 3,342,471 432,778 ----------- ------------ ----------- ----------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $15,586,629 $112,669,426 $32,139,796 $ -- $6,397,151 $5,867,789 =========== ============ =========== =========== ========== ========== Supplemental Information By Fund ------------------------------------------ International Stock Loan Fund Fund Total -------------- ----------- ------------- Interest and dividends $ 101,344 $ 205,628 12,769,197 Net appreciation (depreciation) in fair value of investments 586,667 1,217,510 Contributions by participants 428,338 9,093,275 Contributions by Armco Inc. 173,750 4,546,814 Distributions to withdrawing participants (135,766) (32,397,823) Transfers among funds 3,114,438 38,078 Transfer out to other plans (41,212) (79,688) (2,036,227) -------------- ----------- ------------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 4,227,559 164,018 (6,807,254) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 539,731 2,668,900 187,068,253 -------------- ----------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $4,767,290 $2,832,918 $180,260,999 ============== =========== ============= See notes to financial statements.
-6- ARMCO INC. RETIREMENT AND SAVINGS PLAN -------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1992
Supplemental Information by Fund ------------------------------------------------------------------------------------- Corporation Fixed Equity Growth New Equity Stock Income Income Stock Horizons Index Fund Fund Fund Fund Fund Fund ------------ ------------- ------------ ----------- ----------- ---------- Interest and dividends $ 6,332,920 $ 453,185 $ 253,827 $ 338,479 $ 10,172 Net appreciation (depreciation) in fair value of investments $ 3,756,397 410,455 (5,431) (26,119) 18,410 Contributions by participants 291,625 3,527,662 537,991 447,906 326,135 69,779 Contributions by Armco Inc. 182,586 2,137,848 359,169 259,550 189,318 41,278 Distributions to withdrawing participants (1,268,070) (10,578,771) (510,128) (306,919) (141,314) (18,106) Transfers among funds (1,248,934) 446,754 897 (56,009) 410,925 5,212 Transfer in from other plans 3,488,972 47,387,025 23,397,013 70,823 84,911 64,794 ----------- ------------ ----------- ---------- ---------- -------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 5,202,576 49,253,438 24,648,582 663,747 1,182,335 191,539 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 16,382,585 74,540,234 5,867,427 3,525,784 2,160,136 241,239 ----------- ------------ ----------- ---------- ---------- -------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $21,585,161 $123,793,672 $30,516,009 $4,189,531 $3,342,471 $432,778 =========== ============ =========== ========== ========== ======== Supplemental Information by Fund ------------------------------------------ International Stock Loan Fund Fund Total ------------- ---------- ------------ Interest and dividends $ 19,991 $ 25,641 $ 7,434,215 Net appreciation (depreciation) in fair value of investments (50,726) 4,102,986 Contributions by participants 90,143 5,291,241 Contributions by Armco Inc. 52,378 3,222,127 Distributions to withdrawing participants (9,048) (12,832,356) Transfers among funds 113,364 327,791 Transfer in from other plans 57,539 1,680,526 76,231,603 ------------- ---------- ------------ NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 273,641 2,033,958 83,449,816 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 266,090 634,942 103,618,437 ------------- ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $539,731 $2,668,900 $187,068,253 ============= ========== ============
See notes to financial statements. -7- ARMCO INC. RETIREMENT AND SAVINGS PLAN - -------------------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 - -------------------------------------- 1. GENERAL The Armco Inc. Retirement and Savings Plan (the "Plan") is a defined contribution plan covering all employees who are employed at a unit or subsidiary designated by the Benefit Plans Administrative Committee ("BPAC") as being eligible to participate. The primary purpose is to encourage employee savings while providing an opportunity to invest in the common stock of Armco Inc. ("Armco"). Participants may elect to invest into the Plan through payroll deductions up to 20% of base salary. In addition, for every dollar contributed by a participant, up to 5% of base salary depending on service attained as of the first of each quarter, Armco will match such contributions 100%, and for employees who are not eligible for current benefit accruals under any tax-qualified defined benefit pension plan sponsored by Armco, an additional 2% will be contributed to the participant's account. All contributions, including any net accumulated earnings thereon, are 100% vested at all times. The Plan allows participants to borrow funds from their accounts. T. Rowe Price Trust Company ("TRP") serves as the trustee of the Plan. TRP also serves as an investment manager and recordkeeper for all participant accounts. Provisions of the Plan regarding participation, vesting, contributions, withdrawals, loans and other matters are more fully described in the Summary Plan Description. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: a. General - The accounting records of the Plan are maintained on the ------- accrual basis of accounting. b. Valuation of Investments - Quoted market prices are used to value ------------------------ investments, except for various group annuity contracts comprising the Fixed Income Fund which are valued at contract value. 3. INVESTMENT PROGRAMS Upon enrollment or re-enrollment, the following investment options are available for participant contributions in increments of 10%: a. Corporation Stock Fund - Investment in the common stock of Armco. ---------------------- b. Fixed Income Fund - Investment contracts with insurance companies or ----------------- banks and money market funds. c. Equity Income Fund - TRP mutual fund investing in a diversified ------------------ portfolio of stocks and bonds. d. Growth Stock Fund - TRP mutual fund investing in common stocks of ----------------- well-established growth companies. e. New Horizons Fund - TRP mutual fund investing in common stocks of ----------------- small, emerging companies. f. Equity Index Fund - TRP mutual fund investing in common stocks ----------------- represented in the Standard & Poor's 500 Composite Stock Price Index. -8- g. International Stock Fund - TRP mutual fund investing primarily in ------------------------ common stocks of established non-United States companies. The Loan Fund was established by TRP to account for loans to participants. Participants may, once during each calendar quarter, change the investment options to which future contributions are to be allocated. In addition, participants may, once during each calendar quarter, direct that all or a specified portion of their account, including any earnings thereon, held in any one or more investment funds be transferred from such investment fund or funds to any other investment fund or funds. Contributions of Armco are allocated to participants' accounts based on the participants' current investment elections. During 1993, Armco approved that effective January 1, 1994, the T. Rowe Price Balanced Fund will be offered to participants as a substitute for the Growth Stock Fund. Additionally, Armco approved the transfer of participant account balances in the Growth Stock Fund to the Equity Index Fund. Such transfers occurred on December 31, 1993. 4. CONTRIBUTIONS Following are the pretax contributions from earnings of participants (contributions made in accordance with Section 401(k) of the Internal Revenue Code) included in Contributions by Participants in the accompanying Statements of Changes in Net Assets Available for Benefits:
Year Ended December 31 ----------------------------------- 1993 1992 ---------- ---------- Corporation Stock Fund $ 405,273 $ 188,658 Fixed Income Fund 3,174,132 2,440,620 Equity Income Fund 1,729,381 424,939 Growth Stock Fund 1,043,877 354,996 New Horizons Fund 626,696 261,931 Equity Index Fund 430,728 58,028 International Stock Fund 383,628 73,612
5. TAX STATUS The Plan obtained its latest determination letter in 1990, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. Armco believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6. INVESTMENTS IN THE FIXED INCOME FUND The Plan's Fixed Income Fund holds various investment contracts with the Travelers Life Insurance Company ("Travelers"), Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual"), the Bankers Trust Company ("Bankers Trust"), Provident National ("Provident"), Aetna Capital Management ("Aetna"), Metropolitan Life Insurance Company ("Metropolitan Life"), John Hancock Mutual Life Insurance Company ("John Hancock") and Prudential Asset Management ("Prudential"). Such investment contracts are presented at contract value in the accompanying financial statements which represents the principal amount of the contract plus accumulated interest. The interest rates on such contracts may be reduced or other penalties applied if the -9- Plan allows investment in a competing fixed income fund established with another financial institution or takes other actions which are specified in the underlying contracts. Interest earned by the Fixed Income Fund is a composite of the interest earned under the various group annuity contracts and money market funds, as follows:
Investment Contribution Period Carrier Rate Effective Through - ------------------------- ----------------- ------ ----------------- January 1, 1988 December 31, 1988 Travelers 10.47% January 1, 1993 January 1, 1989 Massachusetts September 30, 1989 Mutual 9.25 March 31, 1994 October 1, 1989 September 30, 1990 Bankers Trust 9.00 March 31, 1995 October 1, 1990 September 30, 1991 Provident 9.32 March 31, 1996 December 31, 1990 Aetna 9.39 March 31, 1996 October 1, 1991 September 30, 1992 Metropolitan Life 8.02 March 31, 1997 December 31, 1991 John Hancock 8.12 March 31, 1997 October 1, 1992 Prudential 5.95 March 31, 1999 September 30, 1993 October 1, 1993 TRP 2.66 March 31, 1994 March 31, 1994
In addition to the above investment contracts, various guaranteed investment contracts were received by the Plan on December 31, 1992 in connection with the merger of the Cyclops Profit Sharing Investment Plan into the Plan (see Note 9). The contribution periods of these contracts range from 1989 through 1992, and these contracts are effective through dates ending in 1993 to 1995. -10- The Fixed Income Fund's investments as of December 31, 1993 and 1992 are as follows:
Description of Investment 1993 1992 ------------------------- ------------- ----------- TRP Prime Reserve Fund, money market fund, 2.66% $ 5,339,386 Massachusetts Mutual, Guaranteed Investment Contract, 9.25% 7,399,342 $ 13,545,706 Bankers Trust, Guaranteed Investment Contract, 9.00% 16,928,453 15,530,705 Provident, Guaranteed Investment Contract, 9.32% 8,735,896 7,991,123 Aetna, Guaranteed Investment Contract, 9.39% 10,594,458 9,685,819 Metropolitan Life, Guaranteed Investment Contract, 8.02% 9,070,048 8,396,637 John Hancock, Guaranteed Investment Contract, 8.12% 8,169,504 7,555,960 Prudential, Guaranteed Investment Contract, 5.95% 34,373,658 27,972,466 Bankers Trust, Guaranteed Investment Contract, 4.81% 2,016,671 Bankers Trust, Guaranteed Investment Contract, 5.09% 1,739,121 Canada Life, Guaranteed Investment Contract, 8.00% 2,106,477 2,106,477 Canada Life, Guaranteed Investment Contract, 8.10% 2,080,977 2,081,865 Commonwealth Life, Guaranteed Investment Contract, Variable 1,256,699 Hartford Life, Guaranteed Investment Contract, Variable 3,046,943 Hartford Life, Guaranteed Investment Contract, 6.42% 2,002,733 2,002,945 Life Insurance of Virginia Guaranteed Investment Contract, Variable 4,560,783 Peoples Security Life, Guaranteed Investment Contract, Variable 2,052,386 Prudential, Guaranteed Investment Contract, 7.59% 1,714,554 Prudential, Guaranteed Investment Contract, 6.57% 3,289,392 3,086,602 State Mutual Life, Guaranteed Investment Contract, 6.11% 1,007,502 2,015,004 State Mutual Life, Guaranteed Investment Contract, 5.18% 1,571,600 3,148,496 United of Omaha, Guaranteed Investment Contract, 7.70% 2,097,041 ------------ ------------ $112,669,426 $123,604,003 ============ ============
7. TRANSACTIONS WITH PARTIES IN INTEREST Armco provides to the Plan certain accounting and administrative services for which no fees are charged to the Plan. 8. PLAN TERMINATION Although it has not expressed any intent to do so, Armco 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, the interest of affected participants shall be distributed as provided by BPAC. -11- 9. PLAN TRANSFERS On April 24, 1992, a wholly owned subsidiary of Armco merged with and into Cyclops Industries, Inc., which then became a wholly owned subsidiary of Armco. Subsequent to the merger, participants of the Cyclops Profit Sharing Investment Plan ("Cyclops Plan") became participants of the Plan on December 31, 1992. Additionally on December 31, 1992, the Cyclops Plan's assets were merged into the Plan. Under the terms of the plan merger, participant balances of the Cyclops Plan's Company Stock Fund and Fixed Income Fund were merged with the Plan's Corporation Stock Fund and Fixed Income Fund, respectively. The Cyclops Plan's Common Stock Fund was merged into the Plan's Equity Income Fund. Loans to participants were merged into the Plan's Loan Fund. Net assets transferred to the Plan were as follows:
Corporation Stock Fund $ 3,339,433 Fixed Income Fund 46,084,419 Equity Income Fund 23,144,810 Loan Fund 1,680,526 ----------- $74,249,188 ===========
The remaining plan transfers, as reflected on the 1992 Statement of Changes in Net Assets Available for Benefits, relate principally to the merger of the NN Administration, Inc. Profit Sharing Plan, another benefit plan sponsored by Armco, into the Plan effective January 1, 1992. On April 30, 1993 and as a result of Armco's reorganization of its research facility, certain personnel became employees of the Armco Steel Company, L.P. In connection with the reorganization, approximately $2,030,000 of plan assets equal to the account balances of the transferred employees, were transferred to the Armco Steel Company, L. P. Thrift Plan. 10. SUBSEQUENT EVENT In a Stock Purchase Agreement dated September 30, 1993, and amended and restated November 11, 1993 ("Agreement"), Armco sold its Armco Worldwide = Grinding Systems business. The Agreement stated that plan assets equal to the transferred employees' account balances would be transferred into replacement plans established by the Buyer (GS Technologies) as soon as practicable after the closing date (November 11, 1993), but in no event later than the last day of the twelfth month following the closing date. Such assets were included in December 31, 1993 balances and were transferred to the established replacement plans on January 31, 1994. Amounts transferred were as follows:
Corporation Stock Fund $1,301,784 Fixed Income Fund 6,973,506 International Stock Fund 457,442 New Horizons Fund 913,659 Equity Index Fund 1,011,368 Equity Income Fund 1,662,908 Loan Fund 154,510 ----------- $12,475,177 ===========
* * * * * * -12- ARMCO INC. RETIREMENT AND SAVINGS PLAN - -------------------------------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 - -----------------------------------------------------------
Current Identity of Issue Description of Investment Cost Value - ----------------- ------------------------------------- ----------- ------------ * Armco Inc. Common Stock, $.01 Par Value $33,948,414 $15,586,629 John Hancock Mutual Life Insurance Company Guaranteed Investment Contract, 8.12% 8,169,504 8,169,504 Massachusetts Mutual Life Insurance Company Guaranteed Investment Contract, 9.25% 7,399,342 7,399,342 Bankers Trust Company Guaranteed Investment Contract, 9.00% 16,928,453 16,928,453 Provident National Guaranteed Investment Contract, 9.32% 8,735,896 8,735,896 Aetna Capital Management Guaranteed Investment Contract, 9.39% 10,594,458 10,594,458 Metropolitan Life Insurance Company Guaranteed Investment Contract, 8.02% 9,070,048 9,070,048 Prudential Asset Management Guaranteed Investment Contract, 5.95% 34,373,658 34,373,658 Canada Life Guaranteed Investment Contract, 8.00% 2,106,477 2,106,477 Canada Life Guaranteed Investment Contract, 8.10% 2,080,977 2,080,977 Hartford Life Guaranteed Investment Contract, 6.42% 2,002,733 2,002,733 Prudential Asset Management Guaranteed Investment Contract, 6.57% 3,289,392 3,289,392 State Mutual Life Guaranteed Investment Contract, 6.11% 1,007,502 1,007,502 State Mutual Life Guaranteed Investment Contract, 5.18% 1,571,600 1,571,600 * T. Rowe Price Trust Company Prime Reserve Fund 5,339,386 5,339,386 * T. Rowe Price Trust Company Equity Income Fund 29,788,406 32,139,796 * T. Rowe Price Trust Company New Horizons Fund 6,067,446 6,397,151 * T. Rowe Price Trust Company Equity Index Fund 5,790,537 5,867,789 (Continued)
-13- ARMCO INC. RETIREMENT AND SAVINGS PLAN - -------------------------------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 (CONTINUED) - ----------------------------------------------------------
Current Identity of Issue Description of Investment Cost Value - -------------------------------- ------------------------------ ------------- ------------- * T. Rowe Price Trust Company International Stock Fund $ 4,258,959 $ 4,767,290 * Participant Loans Notes, 8.0% to 12.5%, due 12 to 180 months from date of loan 2,832,918 2,832,918 ------------ ------------ TOTAL $195,356,106 $180,260,999 ============ ============
* Party-in-interest. -14- ARMCO INC. RETIREMENT AND SAVINGS PLAN - -------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 - ---------------------------------------------- SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS - ------------------------------------------------------------
Number Number Total Total Description of of Amounts Amounts Net Gain Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss) - -------------------- ---------------------- --------- ------ ------------ ------------ --------- Prudential Asset Guaranteed Investment 139 77 $28,568,038 $24,110,144 $ -- Management Contract, 5.95% T. Rowe Price Prime Reserve Fund 40 27 9,305,799 3,934,641 -- Trust Company
-15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit Plans Administrative Committee has duly caused this Annual Report on Form 11-K to be signed by the undersigned thereunto duly authorized. ARMCO INC. RETIREMENT AND SAVINGS PLAN (The Plan) By: /s/ James W. Edgerton -------------------------------------- James W. Edgerton, Chairman Benefit Plan Administrative Committee By: /s/ Barry M. Haller -------------------------------------- Barry M. Haller, Member Benefit Plan Administrative Committee By: /s/ Gregory R. Karavanich -------------------------------------- Gregory R. Karavanich, Member Benefit Plan Administrative Committee Dated: June 29, 1994 -16- Exhibit 24(a) INDEPENDENT AUDITORS' CONSENT - ----------------------------- We consent to the incorporation by reference in Registration Statement No. 33-54353 of Armco Inc. on Form S-8 of our report dated June 25, 1994, appearing in this Annual Report on Form 11-K of the Armco Inc. Retirement and Savings Plan for the year ended December 31, 1993. /s/ DELOITTE & TOUCHE DELOITTE & TOUCHE Pittsburgh, Pennsylvania June 29, 1994 -17- FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES ------------------------- (Full title of the Plan) ARMCO INC. ---------- (Name of Issuer of the securities held pursuant to the Plan) One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415 ------------------------------------------------------------------------ (Address of principal executive offices) EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES -------------------------------------------------------------- TABLE OF CONTENTS Page ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1993 and 1992 4 Statements of Changes in Net Assets Available for Benefits, for the Years Ended December 31, 1993 and 1992 5 Notes to Financial Statements 6-8 SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes 9 Item 27d - Schedule of Reportable Transactions 10 (Supplemental schedules other than those listed above are not presented because of the absence of the conditions under which they are required.) -2- INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Empire-Detroit Steel Division 401(k) Plan for Hourly Employees: We have audited the accompanying financial statements of the Empire-Detroit Steel Division 401(k) Plan for Hourly Employees as of December 31, 1993 and 1992 and for the years then ended, listed in the foregoing table of contents. 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 its 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 schedules listed in the foregoing table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 the basic financial statements. The supplemental schedules listed in the foregoing table of contents and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits 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 Pittsburgh, Pennsylvania June 25, 1994 -3- EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES -------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992
1993 1992 -------------------------------------------------------- ------------------------------------------ Supplemental Information By Fund Supplemental Information By Fund -------------------------------------------------------- ------------------------------------------ Stable Equity Company Fixed Common Company Value Income Stock Loan Income Stock Stock Fund Fund Fund Fund Total Fund Fund Fund Total ---------- ---------- ------- ------- ---------- -------- -------- ------- ---------- ASSETS - ------ Receivables: Participant contributions $ 56,244 $ 36,712 $92,956 Interest 1,819 1,819 Transfers from other plans 89,208 89,208 ---------- ---------- ------- ------- ---------- -------- -------- ------- ---------- Total receivables 145,452 38,531 183,983 ---------- ---------- ------- ------- ---------- -------- -------- ------- ---------- Investments - at fair value: Common Stock of Armco Inc. $46,055 $ 46,055 $47,337 47,337 Stable Value Common Trust Fund $1,546,520 1,546,520 830,722 830,722 Equity Income Fund $1,347,925 1,347,925 693,898 693,898 Loans to participants $14,331 14,331 6,291 322 401 7,014 ---------- ---------- ------- ------- ---------- -------- -------- ------- ---------- Total investments 1,546,520 1,347,925 46,055 14,331 2,954,831 837,013 694,220 47,738 1,578,971 ---------- ---------- ------- ------- ---------- -------- -------- ------- ---------- TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS $1,546,520 $1,347,925 $46,055 $14,331 $2,954,831 $982,465 $732,751 $47,738 $1,762,954 ========== ========== ======= ======= ========== ======== ======== ======= ==========
See notes to financial statements. -4- EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES -------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992 ----------------------------------------------------------- ----------------------------------------------- Supplemental Information By Fund Supplemental Information By Fund ---------------------------------------------- ---------------------------------- Stable Equity Company Fixed Common Company Value Income Stock Loan Income Stock Stock Fund Fund Fund Fund Total Fund Fund Fund Total ----------- ------------ -------- ------- ----------- --------- --------- --------- ----------- Interest and dividends $ 71,898 $ 85,101 $ 664 $ 157,663 Net investment gain from Master Trust $ 36,396 $116,266 $ 26,354 $179,016 Net appreciation (depreciation) in fair value of investments 47,835 $(4,315) 43,520 Contributions by participants 584,916 443,089 2,632 1,030,637 496,354 216,356 14,707 727,417 Distributions to withdrawing participants (18,144) (21,799) (39,943) (30,579) (11,455) (3,879) (45,913) Transfers among funds (74,615) 60,948 13,667 24,242 57,807 (82,049) ---------- ---------- ------- ------- ---------- -------- -------- -------- ---------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 564,055 615,174 (1,683) 14,331 1,191,877 526,413 378,974 (44,867) 860,520 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 982,465 732,751 47,738 1,762,954 456,052 353,777 92,605 902,434 ---------- ---------- ------- ------- ---------- -------- -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $1,546,520 $1,347,925 $46,055 $14,331 $2,954,831 $982,465 $732,751 $ 47,738 $1,762,954 ========== ========== ======= ======= ========== ======== ======== ======== ==========
See notes to financial statements. -5- EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES - ------------------------------------ NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 - -------------------------------------- 1. DESCRIPTION OF THE PLAN The Empire-Detroit Steel Division 401(k) Plan for Hourly Employees (the "Plan") was established effective February 1, 1990 pursuant to collective bargaining agreements between the Empire-Detroit Steel Division ("Empire- Detroit") of Cyclops Corporation and the United Steelworkers of America, and between Empire-Detroit and the United Plant Guard Workers of America. Cyclops Corporation was a wholly owned subsidiary of Cyclops Industries, Inc. ("Cyclops"). On April 24, 1992, a wholly owned subsidiary of Armco Inc. ("Armco") merged with and into Cyclops, which then became a wholly owned subsidiary of Armco (see Note 5). Prior to the merger, the Plan was sponsored by Cyclops and administered by a profit sharing committee as appointed by its Board of Directors. Subsequent to the merger, Cyclops was liquidated and Armco assumed sponsorship of the Plan. The Benefit Plans Administrative Committee ("BPAC") and the Benefit Plans Asset Review Committee, both of which are appointed by Armco's Board of Directors, are the Plan Administrators. As of December 31, 1992, Armco transferred the trust assets from Pittsburgh National Bank to T. Rowe Price Trust Company ("TRP"), as successor trustee. Effective on December 31, 1992, TRP also became the Plan's investment manager and recordkeeper for all participant accounts. At the time, the Fixed Income Fund became known as the Stable Value Fund and the Common Stock Fund as the Equity Income Fund. Under the Plan, participants can elect to defer a portion of their earnings through contributions to the Plan. Participants may elect to defer any whole percentage between 1% and 10% of their total cash compensation. No participant's deferred contributions may exceed an annual limitation ($8,994 for 1993 and $8,728 for 1992) imposed by the Internal Revenue Code (the "Code"). Contributions by participants are invested in the Stable Value Fund (Fixed Income Fund prior to 1993), Equity Income Fund (Common Stock Fund prior to 1993) or Company Stock Fund, or a combination of such funds pursuant to limits as defined in the Plan with no more than 50% in the Company Stock Fund. The Plan is classified as a "defined contribution plan" under the Employee Retirement Income Security Act of 1974, as amended. Beginning in 1992, employer matching contributions range from 0% to 3% of a participant's total cash compensation, depending on Empire-Detroit's before-tax income for such Plan year, as defined by the Plan. Under the Plan, all employer contributions are to be directed to the Company Stock Fund and invested in Armco common stock (see Note 5). During 1993 and 1992, no employer matching contributions were made to the Plan as Empire-Detroit's before- tax income was less than required, as defined by the Plan. The contributions of a participant are fully vested at all times. Contributions by Armco will vest to participants following their completion of five years of service after February 1, 1990, regardless of their length of participation in the Plan. The value of a participant's account is payable in a lump sum upon termination of employment. Withdrawals during active employment are permitted to the extent allowed by the Code. Participants who have attained age 59 1/2 or older may withdraw any part or all of their contributions, together with any earnings thereon. In the event of qualifying hardships which confront participants with certain immediate and heavy financial needs, as determined by the provisions of the Plan, participants may, with approval of BPAC, withdraw certain portions of their account. The accounts of participants whose employment is terminated because of retirement, total and permanent disability, permanent layoff or death become fully vested upon such event, if then not already vested, and their entire account balances are disbursed to them (or their beneficiary) in accordance with the Plan. Otherwise, a termination of employment will result in the forfeiture of non-vested employer contributions. Forfeitures will be applied against and serve to reduce future contributions by Armco as required by the Plan. If a participant resumes his service with Empire-Detroit within five years from the -6- end of the Plan year in which the break-in service occurred, any forfeited amounts will be restored to the participant's account. Such restorations will be accounted for as Armco contributions in the year restored. All expenses incident to the administration of the Plan, excluding brokerage fees, commissions and investment management fees, are borne by Armco. Brokerage fees, which are not material, are netted against the proceeds received on sales of securities and added to the cost basis of securities purchased. The Plan provides that participants may elect to transfer up to 100% of the value of their individual account balances invested in the Stable Value Fund (Fixed Income Fund prior to 1993) and Equity Income Fund (Common Stock Fund prior to 1993) to any other fund or funds, subject to the limitation that a transfer to the Company Stock Fund may not be in an amount which would result in more than 50% of the total value of a participant's account then being invested in the Company Stock Fund. Only 50% of a participant's contribution that is invested in the Company Stock Fund may be transferred at any one time. Generally, participants may not transfer Armco contributions out of the Company Stock Fund. However, if participants are at least 59 1/2, they may make a one-time election to transfer up to 50% of Armco contributions, as well as any earnings on those contributions, to the other funds. An election to transfer funds may be made quarterly in any Plan year, and notice of the election must be given at least 30 days prior to the effective date. All transfers are effective on January 1, April 1, July 1 or October 1 of the Plan year. The Plan permits participants who experience a qualifying financial hardship to borrow from their vested account balances, subject to certain limitations. Under one such limitation, the principal amount of the loan may not exceed the lesser of 50% of the participant's vested balance or $50,000. Fixed rate interest, which is set at the time of the loan application approval, is paid by the participant and deposited in the participant's account as investment earnings. Loans are payable within five years. However, this period may be extended to up to 15 years if the loan is used to purchase a primary residence. Effective on January 1, 1993, TRP, as successor recordkeeper, established a loan fund to account for loans to participants. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation - The accompanying financial statements have --------------------- been prepared on an accrual basis. b. Investments - Investments in the common stock of Armco (see Note 5) ----------- and TRP mutual funds are presented at fair value, based primarily on quotations obtained from active markets, such as national securities exchanges. c. Reclassification - Certain amounts in the 1992 financial statements ---------------- have been reclassified to be consistent with the 1993 presentation. 3. INVESTMENTS Prior to December 31, 1992, the Plan's investment assets consisted of an interest in a master trust account with Pittsburgh National Bank. The master trust was made up of the following three funds: (1) Fixed Income Fund, (2) Common Stock Fund and (3) Company Stock Fund. Prior to the transfer of plan assets to TRP as successor trustee, the Plan had an interest in each fund during 1992. Use of the master trust permitted the commingling of the assets of two plans of Armco and its subsidiaries for investment and administrative purposes. Although assets were commingled in the master trust, Pittsburgh National Bank maintained records for the purpose of allocating changes in the net assets of the master trust to the participating plans. During 1992, the Plan's pro rata interest in the Fixed Income Fund, Common Stock Fund and Company Stock Fund were 2.1%, 3.1% and 1.4%, respectively. Investments held in the master trust were principally guaranteed investment contracts, common stocks and Armco common stock (see Note 5). Fair values of common stocks, including common stock of -7- Armco, were generally determined by the quoted closing price on the last day of the period. Investment contracts with insurance companies were valued at contract value. On December 31, 1992, the Plan's interest in the master trust's Fixed Income Fund and Common Stock Fund were invested in the TRP Stable Value Common Trust Fund and TRP Equity Income Fund, respectively. The TRP Stable Value Common Trust Fund invests in guaranteed investment contracts; the TRP Equity Income Fund invests in a diversified portfolio of stocks and bonds. The investments of the Company Stock Fund continue to be invested in the common stock of Armco (see Note 5). These investments continue to be held by the respective funds in 1993. 4. TAX STATUS No request for determination has been made to the Internal Revenue Service ("IRS") that the Plan meets the requirements of Section 401(a) of the Code and is entitled to exemption from federal income tax under the provisions of Section 501(a) of the Code. Armco intends, in view of the recent release by the IRS of new guidelines covering requests for determination, to request in due course a determination letter on behalf of the Plan. Armco believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. MERGER WITH ARMCO INC. Under the terms of the merger agreement, each share of Cyclops common stock outstanding at the effective time of the merger, subject to certain Armco tax considerations, was converted into $11.00 in cash and 1.99 shares of Armco common stock. Upon the consummation of the merger agreement, participants made certain elections regarding their account balances. Participants who had account balances in the Company Stock Fund were required to elect how the distribution resulting from the conversion of Cyclops common stock to Armco common shares and cash would be invested. The cash distribution had to be reallocated and invested in either the Fixed Income Fund or Common Stock Fund, or in a combination with a portion of such cash distribution invested in each fund. Participants also could elect to retain in the Company Stock Fund all of the Armco common shares received from the distribution or direct the trustee to sell all or a portion of such shares and to reinvest the proceeds thereof in either the Fixed Income Fund or Common Stock Fund, or in a combination of such funds. Subsequent to the merger, direction of contributions to, or transfer of any account balances into, the Company Stock Fund was temporarily frozen. Participants were only able to direct their contributions to either the Stable Value Fund (Fixed Income Fund prior to 1993) or Equity Income Fund (Common Stock Fund prior to 1993), or in a combination of such funds. During 1993, Armco made certain regulatory filings with the Securities Exchange Commission, so that participants again can direct contributions to the Company Stock Fund. 6. TRANSACTIONS WITH PARTIES IN INTEREST Armco provides to the Plan certain accounting and administrative services for which no fees are charged to the Plan. 7. PLAN TERMINATION Although it has not expressed any intent to do so, Armco has the right, subject to the applicable collective bargaining agreements, to terminate the Plan by action of its Board of Directors. The Plan may also be amended as necessary, to ensure compliance with the Code or other legal requirements. In the event of a Plan termination, participants will become 100% vested in their accounts. ****** -8- EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES - ------------------------------------ ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 - ----------------------------------------------------------
Current Identity of Issue Description of Investment Cost Value - ----------------- ------------------------- ---- ---------- *Armco Inc. Common Stock, $.01 Par Value $ 62,868 $ 46,055 *T. Rowe Price Equity Income Fund 1,301,515 1,347,925 Trust Company *T. Rowe Price Stable Value Common Trust Fund 1,546,520 1,546,520 Trust Company *Participant Loans Notes, 8.0% to 12.5%, due 12 to 180 months from date of loan 14,331 14,331 ---------- ---------- TOTAL $2,925,234 $2,954,831 ========== ==========
*Party-in-interest. -9- EMPIRE-DETROIT STEEL DIVISION 401(k) PLAN FOR HOURLY EMPLOYEES - ------------------------------------ ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 - ---------------------------------------------- SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS - -------------------------------------------------------------------
Number Number Total Total Description of of Amounts Amounts Net Gain Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss) - ------------------------------ ------------- --------- ------ --------- ------- --------- T. Rowe Price Trust Company Stable Value Common Trust Fund 16 6 $584,916 $18,144 $ --- T. Rowe Price Trust Company Equity Income Fund 13 6 443,089 21,799 1,427
-10- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit Plans Administrative Committee has duly caused this Annual Report on Form 11-K to be signed by the undersigned thereunto duly authorized. EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES (The Plan) By: /s/ James W. Edgerton ------------------------------------- James W. Edgerton, Chairman Benefit Plan Administrative Committee By: /s/ Barry M. Hal ------------------------------------- Barry M. Haller, Member Benefit Plan Administrative Committee By: /s/ Gregory R. Karavanich ------------------------------------- Gregory R. Karavanich, Member Benefit Plan Administrative Committee Dated: June 29, 1994 -11- INDEPENDENT AUDITORS' CONSENT - ----------------------------- We consent to the incorporation by reference to Registration Statement No. 33- 65946 of Armco Inc. on Form S-8 of our report dated June 25, 1994, appearing in this Annual Report on Form 11-K of the Empire-Detroit Steel Division 401(k) Plan for Hourly Employees for the year ended December 31, 1993. /s/ DELOITTE & TOUCHE DELOITTE & TOUCHE Pittsburgh, Pennsylvania June 29, 1994 -12- -----END PRIVACY-ENHANCED MESSAGE-----