-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sln7w8o13KnDRcwKCWO0Ig1bRsxX7pNDHRoN/AkBK1ZU9RpE/70W1axiExhsK93e lo7BPYZ3w0Xf4e3DEBG3uA== 0000079225-97-000007.txt : 19970701 0000079225-97-000007.hdr.sgml : 19970701 ACCESSION NUMBER: 0000079225-97-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLYMOUTH RUBBER CO INC CENTRAL INDEX KEY: 0000079225 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 041733970 STATE OF INCORPORATION: MA FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05197 FILM NUMBER: 97632374 BUSINESS ADDRESS: STREET 1: 104 REVERE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178280220 MAIL ADDRESS: STREET 1: PLYMOUTH RUBBER CO INC STREET 2: 104 REVERE ST CITY: CANTON STATE: MA ZIP: 02021 11-K 1 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 1034 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 29, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-5197 A. Full title of the plan and address of the plan, if different from that of the issurer below: Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust B. Name of issurer of the securities held pursuant to the plan and the address of its principal executive office: Plymouth Rubber Company Inc., 104 Revere Street, Canton, Massachusetts 1 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PLAN ADMINISTRATOR OF PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST Canton, Massachusetts 02021 We have audited the accompanying statement of net assets available for plan benefits of the Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust as of December 31, 1996, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the aforementioned financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust as of December 31, 1996, and the changes in its net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Morris & Morris, P.C. Morris & Morris, P.C. Needham Heights, Massachusetts May 21, 1997 2 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 ASSETS Investments, at Market $ 4,886,396 Cash and Equivalents 842,510 Participant Loan Fund 239,807 Employer Contribution Receivable 189,002 TOTAL ASSETS $ 6,157,715 NET ASSETS AVAILABLE FOR PLAN BENEFITS NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 6,157,715
The accompanying notes and independent auditors' report are an integral part of the financial statements. 2 3 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1996 ADDITIONS: Employee Contributions $ 715,373 Change in Unrealized Gains on Investments 649,930 Employer Contributions 189,002 Interest Income 82,775 Dividend Income 36,366 Net Realized Gain Upon Disposition of Investments 23,336 Employee Rollover 22,414 1,719,196 DEDUCTIONS: Benefits Paid to Trust Beneficiaries 103,712 Employee Transfers 44,172 Administrative Services 40,662 188,546 Net Additions 1,530,650 ASSETS AVAILABLE FOR PLAN BENEFITS, Beginning of Year 4,627,065 ASSETS AVAILABLE FOR PLAN BENEFITS, End of Year $ 6,157,715
The accompanying notes and independent auditors' report are an integral part of the financial statements. 3 4 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST SUMMARY OF INVESTMENTS
December 31, 1996 December 31, 1995 ERISA ERISA Value Market Value Market U.S. Government Obligations $ - $ - $ - $ - Foreign Government Obligations 55,188 53,055 53,511 60,063 Corporate Bonds and Debentures 457,655 444,897 395,463 417,804 Common Stocks 3,421,353 4,165,039 2,213,409 2,795,085 Party-in-Interest Investments 302,270 223,405 223,620 295,538 TOTALS $4,236,466 $4,886,396 $2,886,003 $3,568,490
4 5 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST DETAIL OF INVESTMENTS
December 31, 1996 ERISA Face Value Company Due Value Market FOREIGN GOVERNMENT OBLIGATIONS $ 50,000 Ontario Prov. CDA 8% 10/17/2001 $ 55,188 $ 53,055 TOTALS $ 55,188 $ 53,055 CORPORATE BONDS AND DEBENTURES $ 50,000 Ford Holdings Co., Inc. 9.25% 07/15/97 $ 52,695 $ 50,891 25,000 General Motors Accept. Corp. 7.125% 06/01/99 26,004 25,406 50,000 Philip Morris Cos., Inc. 8.625% 03/01/99 53,898 51,984 50,000 Texas Utilities Elec. Co. 1st Mtg & Col 6.75% 03/01/2003 51,289 49,883 50,000 Nationsbank Corp. 6.875% 02/15/2005 52,094 49,461 21,398 sh. Strategic Active Management Bond Fund for Employee Trusts 221,675 217,272 TOTALS $ 457,655 $ 444,897
5 6 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST DETAIL OF INVESTMENTS (Continued)
December 31, 1996 COMMON STOCKS ERISA Shares Company Value Market 300 Allied Signal $ 14,250 $ 20,100 600 American General Corp. 20,925 24,525 200 American International Group, Inc. 18,500 21,650 200 American Telephone & Telegraph, Co. 9,325 8,675 400 Amsouth Bancorporation 16,150 19,350 500 Automatic Data Processing, Inc. 18,563 21,438 350 Bristol Myers Squibb Co. 30,056 38,150 200 Eastman Kodak 13,400 16,050 200 Exxon Corp. 16,100 19,600 600 First Data Corp. 23,796 21,900 350 General Electric Co. 25,200 34,606 632 GTE Corporation 27,729 28,677 400 Hewlett Packard Co. 20,970 20,100 250 Intel Corporation 14,188 32,734 64 Lucent Technologies, Inc. 3,625 2,960 500 May Department Stores Co. 19,137 23,375 700 McDonalds Corp. 31,588 31,763 450 Merck & Co., Inc. 29,531 35,831 200 Mobil Corp. 22,350 24,450 400 Pepsico, Inc. 11,175 11,700 300 Reuters Holdings 16,538 22,950 200 Royal Dutch Petroleum Co. 28,225 34,150 500 Warner Lambert Co. 24,281 37,500 29,368 Matrix Stock Fund 2,320,332 2,853,724 34,136 Strategic Active Management Stock Fund for Employee Trusts 645,419 759,081 TOTALS $3,421,353 $4,165,039
6 7 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST DETAIL OF INVESTMENTS (Continued)
December 31, 1996 PARTY-IN-INTEREST INVESTMENTS ERISA Value Market 15,416 Plymouth Rubber Co., Inc. - Class A $ 154,770 $ 110,803 16,231 Plymouth Rubber Co., Inc. - Class B 147,500 112,602 Total Party-In-Interest Investments $ 302,270 $ 223,405
7 8 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 A. DESCRIPTION OF THE PLAN The following description of the Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust (the Plan) is provided for general information purposes only. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. 1. General Information Effective December 1, 1989, Plymouth Rubber Company, Inc. (the Company), as Plan sponsor, amended a trust which embodies a profit-sharing plan for the Company. The Plan is a defined contribution profit-sharing plan for the exclusive benefit of the employees of the Company and their bene- ficiaries, enabling participants to save and invest in accordance with the terms of the Plan. The Plan, as amended, is established under provisions of Section 401(a) and 401(k) of the Internal Revenue Code and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Participants in the Plan may elect to participate in a tax-deferred savings program offered under the Plan, whereby contri- butions are made through payroll deductions. 2. Administration The Plan is administered by the Company in accordance with the Plan Agreement. Trustees consist of designated Company directors and officers. The Plan's record keeper is Kimball, Akins and Bigwood. The Plan's assets are held in trust by State Street Bank & Trust Company. Expenses for record keeping and benefit distributions of the Plan are paid by the Company. 3. Eligibility An employee is eligible to participate in the Plan upon the completion of one year of continuous service with a minimum of 1,000 hours of service and attainment of age 21. 8 9 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 A. DESCRIPTION OF THE PLAN (Continued): 4. Contributions Participants may contribute up to 15% of their annual before-tax compensation, as defined in the Plan Agreement. Before-tax contributions are limited to the maximum 401(k) contribution permitted by law. Contributions from the Company are discretionary and are limited to the maximum amount deductible under the Internal Revenue Code. 5. Vesting A participant's vested interest in Company-discretionary contri- butions, plus actual earnings thereon, is based upon years of service to the Company as follows: Vested Years of Service Percentage Less than three years 0% 3 years but less than 4 years 10 4 years but less than 5 years 20 5 years or more 100 A participant is always fully vested in his or her voluntary contributions and earnings thereon. 6. Participant Loans Participants may borrow amounts not to exceed the lesser of fifty percent (50%) of the participant's vested account balance, or $50,000, reduced by the highest outstanding loan balance during the preceding twelve (12) months. Participants may take up to two loans in a calendar year, but may not have more than one loan out- standing at a time. Repayment terms of the loans are determined by each employee, but generally may not exceed sixty (60) months, and bear a reasonable rate of interest. 9 10 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 A. DESCRIPTION OF THE PLAN (Continued): 7. Distributions Distributions are made to participants or their beneficiaries upon death, retirement, disability, termination of employment or financial hardship. If one of the preceding events occur and the participants' or their beneficiaries' account balance is in excess of certain limitations, they may elect to have the Plan continue to administer their account balance. 8. Plan Amendment and Termination The Company intends to continue the Plan without interruption, but reserves the right to terminate or amend the Plan. In the event that the Company terminates the Plan, there shall be immediate and full vesting for all participants. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: 1. Method of Accounting The financial statements have been prepared using the accrual basis of accounting. Purchases and sales of investments are reflected on a trade-date basis. Gain or loss on sale of investments is computed based upon the difference between net sales price and ERISA value. Investments at year end are reported at market value (ERISA value). ERISA value for investments is determined by adjusting current year purchases or prior year market value (ERISA value), to market value at the end of the Plan year. ERISA value is then used as the basis for all transactions for the following year. 10 11 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued) 1. Method of Accounting (Continued) In accordance with the policy of stating investments at market value, net unrealized gain or loss on investments for the year, is reflected in the Statement of Changes in Net Assets Available for Plan Benefits. 2. Investment Valuation The value of investments, other than cash and equivalents, is based on the closing prices on December 31, 1996, as received from State Street Bank & Trust Company. 3. Income Taxes The Plan has received a favorable determination letter from the Internal Revenue Service dated March 27, 1991, with respect to the tax-exempt status of the Plan. C. CONTRIBUTION DUE FROM EMPLOYER: The Company's Board of Directors voted to make discretionary contributions on behalf of the Company, to the Plan in the amount of $189,002 for the year ended December 31, 1996. D. CASH AND EQUIVALENTS: State Street Bank & Trust Co. $ 842,510 E. PARTICIPANT LOAN FUND: Balance, Beginning of Year $ 190,830 Plus: Loans Issued 175,427 Less: Loan Repayments (126,450) Balance, End of Year $ 239,807 Interest income earned on employee fund loans for the year ended December 31, 1996 was $22,142, and is included in interest income. 11 12 PLYMOUTH RUBBER COMPANY RETIREMENT SAVINGS AND PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 F. NET GAINS REALIZED UPON DISPOSITION OF INVESTMENTS: ERISA Sale Gain Value Proceeds (Loss) Common Stocks $ 223,314 $247,116 $ 23,802 Corporate Bonds and Debentures 25,687 25,221 (466) TOTALS $ 249,001 $ 272,337 $ 23,336 G. PURCHASES OF SECURITIES (COST): Common Stocks $ 856,310 Corporate Bonds and Debentures 60,663 TOTAL $ 916,973 12 13 SIGNATURES The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the trustees (or other persons who administer of the employee benefit plan) have duly caused this annual report to be signed on behalf by the undersigned thereunto duly authorized. Plymouth Rubber Company Retirement Savings and Profit Sharing Plan and Trust Date: May 21, 1997 Duane E. Wheeler Duane E. Wheeler Trustee -----END PRIVACY-ENHANCED MESSAGE-----