-----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, EzdHsXrpNATWpY1s+7TCPiASvR57JoqnlmFZ3hOx8d3d4Aru2/0V3KYaQTMF3cbW UV/eh38UjO7EvVWdFpl/ow== 0000892569-97-001702.txt : 19970627 0000892569-97-001702.hdr.sgml : 19970627 ACCESSION NUMBER: 0000892569-97-001702 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN INSTRUMENTS INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10109 FILM NUMBER: 97630674 BUSINESS ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92634 BUSINESS PHONE: 7148714848 11-K 1 FORM 11-K FOR PERIOED ENDED DECEMBER 31, 1996 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (mark one): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996). For the fiscal year ended December 31, 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 001-10109 ------------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BECKMAN INSTRUMENTS, INC. 2500 Harbor Boulevard Fullerton, California 92834 2 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statement of net assets available for benefits as of December 31, 1996 3 Statement of net assets available for benefits as of December 31, 1995 4 Statement of changes in net assets available for benefits for the year ended December 31, 1996 5 Statement of changes in net assets available for benefits for the year ended December 31, 1995 6 Notes to financial statements for the years ended December 31, 1996 and 1995 7 SUPPLEMENTAL SCHEDULES: Line 27a - Schedule of assets held for investment purposes as of December 31, 1996 13 Line 27d - Schedule of reportable single transactions for the year ended December 31, 1996 15 Line 27d - Schedule of reportable series of transactions for the year ended December 31, 1996 16
3 INDEPENDENT AUDITORS' REPORT To the Corporate Benefits Committee of Beckman Instruments, Inc. Savings and Investment Plan: We have audited the accompanying statements of net assets available for benefits of Beckman Instruments, Inc. Savings and Investment Plan (the Plan) as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the 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 also 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 and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules 4 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 LLP - ------------------------- Deloitte & Touche LLP June 5, 1997 2 5 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ----------------------------------------------------------------------------------- BECKMAN BALANCED INTEREST EQUITY INDEX INTERNATIONAL STOCK FUND FUND INCOME FUND FUND FUND EQUITY FUND ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $29,746,381 $ - $ - $ - $ - $ - Mutual funds 32,216,698 64,761,502 19,591,426 4,586,576 Participant loans receivable Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies 47,812,253 Bank investment contracts 45,623,243 ----------- ----------- ----------- ----------- ------------ ---------- Total investments 29,746,381 32,216,698 93,435,496 64,761,502 19,591,426 4,586,576 Cash and cash equivalents 59,147 3,599,691 2 Contributions receivable 1,898 4,232 11,701 2,578 1,308 1,016 Other receivables 1,407 39,561 26,959 68,906 37,486 ----------- ----------- ----------- ----------- ------------ ---------- Total assets 29,808,833 32,260,491 97,073,847 64,832,988 19,630,220 4,587,592 LIABILITIES - Amounts payable for investments 34,229 ----------- ----------- ----------- ----------- ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS $29,808,833 $32,260,491 $97,073,847 $64,832,988 $ 19,630,220 $4,553,363 =========== =========== =========== =========== ============ ==========
----------------------------- PARTICIPANT DISBURSEMENT LOANS FUND TOTAL ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $ - $ - $ 29,746,381 Mutual funds 121,156,202 Participant loans receivable 4,738,363 4,738,363 Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies 47,812,253 Bank investment contracts 45,623,243 ---------- ------------ ------------ Total investments 4,738,363 249,076,442 Cash and cash equivalents 15,993 270,598 3,945,431 Contributions receivable 22,733 Other receivables 2,440 176,759 ---------- ------------ ------------ Total assets 4,754,356 273,038 253,221,365 LIABILITIES - Amounts payable for investments 34,229 ---------- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $4,754,356 $ 273,038 $253,187,136 ========== ============ ============
See accompanying notes to financial statements. 3 6 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------- BECKMAN BALANCED INTEREST EQUITY INDEX STOCK FUND FUND INCOME FUND FUND FUND ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $ 25,471,238 $ - $ - $ - $ - Mutual funds 26,675,879 46,826,536 8,053,764 Participant loans receivable Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies 65,554,038 Bank investment contracts 23,448,535 ------------ ------------ ------------ ------------ ------------ Total investments 25,471,238 26,675,879 89,002,573 46,826,536 8,053,764 Cash and cash equivalents 44,534 21,870 3,508,752 885 3,549 Contributions receivable 89,914 115,093 279,934 163,975 55,406 Other receivables 164,496 603,339 755,768 33,127 (1,045) ------------ ------------ ------------ ------------ ------------ Total assets 25,770,182 27,416,181 93,547,027 47,024,523 8,111,674 LIABILITIES: Amounts payable for investments 90,049 602,698 9 1 7,527 Transfers (receivable) payable from other funds (6,396) (16,975) (36,726) (59,221) (4,396) ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 25,686,529 $ 26,830,458 $ 93,583,744 $ 47,083,743 $ 8,108,543 ============ ============ ============ ============ ============
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------- INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $ - $ - $ - $ 25,471,238 Mutual funds 906,920 82,463,099 Participant loans receivable 2,714,548 2,714,548 Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies 65,554,038 Bank investment contracts 23,448,535 --------- ---------- ------------- ------------ Total investments 906,920 2,714,548 199,651,458 Cash and cash equivalents 12 273,126 3,852,728 Contributions receivable 16,364 720,686 Other receivables 4,602 8 (56) 1,560,239 --------- ---------- ------------- ------------ Total assets 927,886 2,714,568 273,070 205,785,111 LIABILITIES: Amounts payable for investments 5,943 3 706,230 Transfers (receivable) payable from other funds (2,126) 125,840 --------- ---------- ------------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 924,069 $2,588,728 $ 273,067 $205,078,881 ========= ========== ============= ============
See accompanying notes to financial statements. 4 7 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------------------------------ BECKMAN BALANCED INTEREST EQUITY INDEX INTERNATIONAL STOCK FUND FUND INCOME FUND FUND FUND EQUITY FUND Additions to plan assets attributed to: Net appreciation in fair value of investments (Note 4) $ 2,344,115 $ 1,992,963 $ 57,974 $ 11,329,567 $ 2,427,143 $ 400,421 Dividends 387,248 1,130,341 519,280 1,403,333 318,495 113,018 Interest 26,862 51,000 5,864,287 92,558 33,560 6,694 ------------ ------------ ------------ ------------ ------------ ----------- Total investment income 2,758,225 3,174,304 6,441,541 12,825,458 2,779,198 520,133 Contributions: Beckman Instruments, Inc. 1,468,660 162,189 2,164,536 205,484 205,193 130,513 Employees 1,152,094 2,861,197 3,586,622 4,508,542 2,167,290 892,344 ------------ ------------ ------------ ------------ ------------ ----------- Total contributions 2,620,754 3,023,386 5,751,158 4,714,026 2,372,483 1,022,857 Participant loan repayments 177,391 166,448 320,298 314,396 132,206 74,584 Transfer from Hybritech's Savings Plan (Note 1) 2,949,632 4,838,094 3,824,329 3,401,715 ------------ ------------ ------------ ------------ ------------ ----------- Net additions 5,556,370 9,313,770 17,351,091 21,678,209 8,685,602 1,617,574 Participant loan withdrawals (139,437) (475,147) (783,803) (976,020) (229,684) (44,529) Deductions from plan assets attributed to distributions of benefits (533,519) (355,524) (1,738,063) (673,143) (112,862) (14,802) Administrative expenses and other (191) (10) (335) (12) (26) ------------ ------------ ------------ ------------ ------------ ----------- Net deductions (673,147) (830,681) (2,522,201) (1,649,175) (342,572) (59,331) ------------ ------------ ------------ ------------ ------------ ----------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 4,883,223 8,483,089 14,828,890 20,029,034 8,343,030 1,558,243 Net assets available for benefits, beginning of year 25,686,529 26,830,458 93,583,744 47,083,743 8,108,543 924,069 Net interfund transfers (760,919) (3,053,056) (11,338,787) (2,279,789) 3,178,647 2,071,051 ------------ ------------ ------------ ------------ ------------ ----------- Net assets available for benefits, end of year $ 29,808,833 $ 32,260,491 $ 97,073,847 $ 64,832,988 $ 19,630,220 $ 4,553,363 ============ ============ ============ ============ ============ ===========
------------------------------- PARTICIPANT DISBURSEMENT LOANS FUND TOTAL Additions to plan assets attributed to: Net appreciation in fair value of investments (Note 4) $ - $ - $ 18,552,183 Dividends 3,871,715 Interest 48,620 27,603 6,151,184 ------------ ------------ ------------- Total investment income 48,620 27,603 28,575,082 Contributions: Beckman Instruments, Inc. 4,336,575 Employees 15,168,089 ------------ ------------ ------------- Total contributions 19,504,664 Participant loan repayments (1,185,323) Transfer from Hybritech's Savings Plan (Note 1) 15,013,770 ------------ ------------ ------------- Net additions (1,136,703) 27,603 63,093,516 Participant loan withdrawals 2,648,620 Deductions from plan assets attributed to distributions of benefits (4,796) (11,551,769) (14,984,478) Administrative expenses and other (2) (207) (783) ------------ ------------ ------------- Net deductions 2,643,822 (11,551,976) (14,985,261) ------------ ------------ ------------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 1,507,119 (11,524,373) 48,108,255 Net assets available for benefits, beginning of year 2,588,728 273,067 205,078,881 Net interfund transfers 658,509 11,524,344 ------------ ------------ ------------- Net assets available for benefits, end of year $ 4,754,356 $ 273,038 $ 253,187,136 ============ ============ =============
See accompanying notes to financial statements. 5 8 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- BECKMAN BALANCED INTEREST EQUITY INDEX STOCK FUND FUND INCOME FUND FUND FUND Additions to plan assets attributed to: Net appreciation (depreciation) in fair value of investments (Note 4) $ 5,274,826 $ 4,091,403 $ 109,151 $ 9,620,797 $ 1,388,747 Dividends 313,209 627,423 1,319,719 136,815 Interest 11,716 728,050 6,754,031 3,004 24 ------------ ------------ ------------ ------------ ----------- Total investment income 5,599,751 5,446,876 6,863,182 10,943,520 1,525,586 Contributions: Beckman Instruments, Inc. 1,283,571 18,404 2,633,146 21,781 17,990 Employees 997,917 2,888,728 4,260,147 4,154,058 1,178,307 ------------ ------------ ------------ ------------ ----------- Total contributions 2,281,488 2,907,132 6,893,293 4,175,839 1,196,297 Participant loan repayments 1,723 5,530 8,402 9,155 2,002 ------------ ------------ ------------ ------------ ----------- Net additions 7,882,962 8,359,538 13,764,877 15,128,514 2,723,885 Participant loan withdrawals (162,292) (522,769) (959,179) (934,448) (160,375) Deductions from plan assets attributed to distributions of benefits (1,751,092) (1,338,721) (8,260,249) (2,739,861) (202,647) Administrative expenses and other (232) (245) (25,157) (60) ------------ ------------ ------------ ------------ ----------- Net deductions (1,913,616) (1,861,735) (9,244,585) (3,674,369) (363,022) ------------ ------------ ------------ ------------ ----------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 5,969,346 6,497,803 4,520,292 11,454,145 2,360,863 Net assets available for benefits, beginning of year 20,062,297 20,178,367 92,316,403 36,670,869 3,419,448 Net interfund transfers (345,114) 154,288 (3,252,951) (1,041,271) 2,328,232 ------------ ------------ ------------ ------------ ----------- Net assets available for benefits, end of year $ 25,686,529 $ 26,830,458 $ 93,583,744 $ 47,083,743 $ 8,108,543 ============ ============ ============ ============ ===========
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------ INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL Additions to plan assets attributed to: Net appreciation (depreciation) in fair value of investments (Note 4) $ (4,004) $ - $ - $ 20,480,920 Dividends 9,804 2,406,970 Interest 4,402 13,410 10,791 7,525,428 ------------- ------------ ------------ ------------- Total investment income 10,202 13,410 10,791 30,413,318 Contributions: Beckman Instruments, Inc. 13,665 3,988,557 Employees 101,830 13,580,987 ------------- ------------ ------------ ------------- Total contributions 115,495 17,569,544 Participant loan repayments 1,063 (27,875) ------------- ------------ ------------ ------------- Net additions 126,760 (14,465) 10,791 47,982,862 Participant loan withdrawals (2,749) 2,741,812 Deductions from plan assets attributed to distributions of benefits (31) (1,232,848) (15,525,449) Administrative expenses and other (222) (25,916) ------------- ------------ ------------ ------------- Net deductions (2,780) 2,741,812 (1,233,070) (15,551,365) ------------- ------------ ------------ ------------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 123,980 2,727,347 (1,222,279) 32,431,497 Net assets available for benefits, beginning of year 172,647,384 Net interfund transfers 800,089 (138,619) 1,495,346 ------------- ------------ ------------ ------------- Net assets available for benefits, end of year $ 924,069 $ 2,588,728 $ 273,067 $ 205,078,881 ============= ============ ============ =============
See accompanying notes to financial statements. 6 9 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of Beckman Instruments, Inc. Savings and Investment Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions. General - Beckman Instruments, Inc. (the Company) established and adopted the Plan effective August 1, 1989. The Plan is a defined contribution plan covering substantially all employees of the Company who have completed three months of continuous employment and 250 hours of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the Corporate Benefits Committee (the Committee), whose members are appointed by the Board of Directors of the Company. The Plan agreement was restated in August 1992, and the Plan document incorporates all amendments made to the Plan through August 1992. The Plan was amended effective September 1, 1995 to add the International Equity Fund as an investment option and to allow participants to direct Company contributions to any of the investment funds, as well as to provide for participant loans. Effective January 2, 1996, the Company acquired Hybritech Inc. In connection with this acquisition, eligible employees of Hybritech, Inc. became participants of the Plan. During 1996, Hybritech's Savings Plan was merged into the Plan, and its net assets available for benefits of $15,013,770 were transferred to the Plan. Contributions - Participants may elect to contribute up to 15% of their eligible compensation in the form of pretax and/or after-tax withholdings, although the combined contribution cannot exceed 15% of eligible compensation. Each participant's pretax contributions in the calendar year may not exceed $9,500 and $9,240 in 1996 and 1995, respectively. Company matching contributions to the Plan are allocated to participants based on a specified percentage of actual employee contributions. Forfeitures of the Company match will be first used to reinstate previously forfeited balances of certain former employees who are re-employed by the Company and then will be used to reduce future Company contributions. Upon commencement of benefit payments, participants are subject to federal income tax on the receipt of participant pretax contributions, Company matching contributions, and earnings on all contributions. 7 10 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) - -------------------------------------------------------------------------------- Investment Options - Participants have a choice of six different investment funds for their contributions. Effective January 1, 1995, Company contributions may be directed to any of the six different investment funds. Participants have the right to elect investment options upon enrollment or re-enrollment into the Plan. Additionally, participants may elect to change their investment options effective as of the first day of each month and to transfer their account balances among the different investment funds on a daily basis. Income on investment funds is allocated to participants' accounts based on the participants' investment fund balance as a percentage of the total investment fund balance. The following description of each investment fund has been extracted from information contained in the fund's prospectus: Beckman Stock Fund - The Beckman Stock Fund is invested in Beckman Instruments, Inc. common stock. Balanced Fund - The Balanced Fund is invested primarily in stocks, bonds and cash. The stock portfolio consists of large, intermediate and small companies. The bond portfolio consists of U.S. Treasury, U.S. Agency and corporate issues. The Balanced Fund is managed by Brinson Partners, Inc. under the name U.S. Balanced Fund. Interest Income Fund - The Interest Income Fund is invested in a portfolio of group annuity contracts issued by major insurance companies and investment contracts with banks. Equity Fund - The Equity Fund is invested in a portfolio of common stocks to meet the objective of long-term growth of capital and income. The Equity Fund is managed by The Vanguard Group under the name Windsor Fund. Index Fund - The Index Fund invests in all of the stocks included in the S&P 500 Index in approximately the same proportions as they are represented in the S&P 500 Index. The Index Fund is managed by The Vanguard Group under the name Vanguard Index Trust-500 Portfolio. During May 1996, the name changed to Vanguard Institutional Index Fund. International Equity Fund - The International Equity Fund invests in stocks and other equity-based forms of investment in companies operating principally outside of the United States. The International Equity Fund is managed by Templeton Franklin Investment Services under the name Templeton Funds Inc. Foreign Fund. Participant Loans - Effective September 25, 1995, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Repayment is generally required within 5 years or up to 15 years for the purchase of a 8 11 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) - -------------------------------------------------------------------------------- principal residence. The loans are secured by the balance in the participants' account and bear interest at a rate commensurate with market interest rates for similar loans as determined by the Plan committee (9.25% at December 31, 1996 for new loans). Benefits and Vesting - Participants become entitled to payment of the total vested value of their accounts at the time of termination, retirement, permanent layoff, permanent disability or death. Upon death, a lump-sum distribution is made during the year of death. If total vested value is greater than $3,500, the participants may elect to postpone their lump-sum distribution until the year following the year they attain age 70-1/2. Participants' interests in the Company's contributions, income, gains and losses on investments become fully vested following completion of three years of service. Participants also become fully vested upon reaching normal retirement age, permanent layoff, death or permanent disability. Participants immediately vest in the value of their contributions. Benefits Payable - At December 31, 1996 and 1995, the amounts of benefits payable to participants who have withdrawn from participation in the Plan were $1,006,298 and $1,006,121, respectively. Such amounts are not considered liabilities for financial reporting purposes, and accordingly, the balances are not included in the deductions from Plan assets attributed to distribution of benefits for the years ended December 31, 1996 and 1995. Continuation of the Plan - The Company anticipates and believes the Plan will continue without interruption but reserves the right to discontinue the Plan. If the Plan is terminated by the Company, the accounts of all affected participants become 100% vested and nonforfeitable without regard to the years of service of participants. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of accounting. Investment Valuation - Investments are stated at fair value except for guaranteed investment contracts which are stated at contract value (Note 3). The fair value of the common stock is based upon quotations obtained from national securities exchanges on the last business day of the Plan year. The fair values of the mutual funds and commingled funds are based on the net asset value reported by the funds. The purchases and sales of securities are recorded as of the date of trade. The average cost method is used in determining gains and losses on the sales of securities. 9 12 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) - -------------------------------------------------------------------------------- Expenses of the Plan - Principally all of the Plan's administrative expenses are paid by the Company. The Company has elected to pay these administrative expenses on behalf of the Plan but reserves the right to change this election. Such expenses amounted to approximately $415,000 and $605,000 for the years ended December 31, 1996 and 1995, respectively. 3. VALUATION OF INVESTMENT CONTRACTS The Plan's guaranteed investment contracts are fully benefit-responsive and have an estimated fair value of approximately $97,369,000 and $94,729,000 at December 31, 1996 and 1995, respectively. The Plan's guaranteed investment contracts earn interest at rates ranging from 6.582% to 8.000% at December 31, 1996. 4. ASSETS HELD FOR INVESTMENT Information regarding assets held for investment as of December 31, 1996 and 1995 is as follows:
1996 1995 ------------------------------- ----------------------------- FAIR/CONTRACT FAIR/CONTRACT COST VALUE COST VALUE Common stock - Beckman Instruments, Inc. $ 20,313,039 $ 29,746,381 $17,380,744 $25,471,238 Mutual funds: Brinson U.S. Balanced Fund 31,819,726 32,216,698 26,785,285 26,675,879 Vanguard Windsor Fund 55,340,271 64,761,502 43,121,091 46,826,536 Vanguard Institutional Index Fund(formerly Vanguard Index Trust - 500 Portfolio) 18,227,592 19,591,426 6,720,474 8,053,764 Templeton Funds Inc. Foreign Fund 4,299,515 4,586,576 929,634 906,920 ------------ ------------ ----------- ----------- Total mutual funds 109,687,104 121,156,202 77,556,484 82,463,099
10 13 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) - --------------------------------------------------------------------------------
1996 1995 -------------------------------- ------------------------------ FAIR/CONTRACT FAIR/CONTRACT COST VALUE COST VALUE Interest Income Fund: Bank investment contracts: Credit Suisse Financial $ 5,796,644 $ 5,796,644 $ - $ - Credit Suisse 77441-01 GIC 9,937,125 9,937,125 UBS Agreement - Contract 2077 8,885,748 8,885,748 9,644,638 9,644,638 Citibank Contract #1 10,977,997 10,977,997 12,786,208 12,786,208 Lehman GIC #101121895G 10,025,729 10,025,729 1,017,689 1,017,689 ------------ ------------ ------------ ------------ 45,623,243 45,623,243 23,448,535 23,448,535 Group insurance contracts: John Hancock - GAC 7543 17,856,155 17,856,155 16,591,856 16,591,856 Metropolitan Life Plan - 13014 16,556,014 16,556,014 25,549,405 25,549,405 Prudential - GA6430-212 11,011,548 11,011,548 People's Security Life: GIC-BDA00039TR-5 3,850,208 3,850,208 FGIC Policy 92010300, Contract 2983 6,773,314 6,773,314 Contract #BDA00039TR-4 2,776,562 2,776,562 Placement 3 Carg 1995 - M1 A1 9,368,847 9,368,847 Placement 4 FGSB 6 1/2 TBA 3,032,382 3,032,382 ------------ ------------ ------------ ------------ 47,812,253 47,812,253 65,554,038 65,554,038 ------------ ------------ ------------ ------------ Total Interest Income Fund 93,435,496 93,435,496 89,002,573 89,002,573 Participant loans receivable 4,738,363 4,738,363 2,714,548 2,714,548 ------------ ------------ ------------ ------------ Total assets held for investments $228,174,002 $249,076,442 $186,654,349 $199,651,458 ============ ============ ============ ============
11 14 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) - -------------------------------------------------------------------------------- The Plan's investments (including investments bought, sold and held) appreciated (depreciated) in value during the years ended December 31, 1996 and 1995 as follows:
1996 1995 Net appreciation (depreciation) in fair value: Beckman Stock Fund $ 2,344,115 $ 5,274,826 Balanced Fund 1,992,963 4,091,403 Interest Income Fund 57,974 109,151 Equity Fund 11,329,567 9,620,797 Index Fund 2,427,143 1,388,747 International Equity Fund 400,421 (4,004) ----------- ------------ $18,552,183 $ 20,480,920 =========== ============
5. TAX STATUS The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986 (the Code) and is intended to be exempt from taxation under Section 501(a) of the Code. The Plan received a favorable IRS determination letter dated October 1, 1990. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and the related trust was tax-exempt as of the financial statement date. Therefore, no provision of income taxes has been included in the Plan's financial statements. 12 15 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 - --------------------------------------------------------------------------------
SHARES CURRENT DESCRIPTION OF INVESTMENT OR UNITS COST VALUE COMMON STOCK - Beckman Instruments, Inc. 775,150 $20,313,039 $29,746,381 BALANCED FUND - Brinson Partners U.S. Balanced Fund 2,730,229 31,819,726 32,216,698 EQUITY FUND - Vanguard Windsor Fund 3,903,647 55,340,271 64,761,502 INDEX FUND - Vanguard Institutional Index Fund 284,511 18,227,592 19,591,426 INTERNATIONAL EQUITY FUND - Templeton Funds Inc. Foreign Fund 442,720 4,299,515 4,586,576
13 16 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 (CONTINUED) - --------------------------------------------------------------------------------
INTEREST MATURITY CURRENT DESCRIPTION OF INVESTMENT RATE DATE COST VALUE INTEREST INCOME FUND Bank investment contracts: Credit Suisse Financial 7.500% 12/15/01 $ 5,796,644 $ 5,796,644 Credit Suisse 77441-01 GIC 7.450% 12/15/01 9,937,125 9,937,125 UBS Agreement - Contract 2077 6.000% 7/15/02 8,885,748 8,885,748 Citibank Contract #1 6.410% 9/1/09 10,977,997 10,977,997 Lehman GIC #101121895G 6.305% 12/17/01 10,025,729 10,025,729 ------------ ------------ Total bank investment contracts 45,623,243 45,623,243 Group insurance contracts: John Hancock - GAC 7543 7.620% 2/27/98 17,856,155 17,856,155 Metropolitan Life Plan - 13014 8.000% 6/15/98 16,556,014 16,556,014 People's Security Life: GIC - BDA00039TR-5 6.582% 11/1/03 3,850,208 3,850,208 FGIC Policy 92010300, Contract 2983 5.837% 8/25/25 6,773,314 6,773,314 Contract #BDA00039TR-4 5.837% 8/1/02 2,776,562 2,776,562 ------------ ------------ Total group insurance contracts 47,812,253 47,812,253 Participant loans receivable (interest ranging from 9.0% to 9.25%) 4,738,363 4,738,363 ------------ ------------ Total investments $228,174,002 $249,076,442 ============ ============
14 17 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27d - SCHEDULE OF REPORTABLE SINGLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
CURRENT VALUE OF ASSET ON IDENTITY OF PURCHASE COST OF TRANSACTION NET GAIN PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE ASSET DATE (LOSS) Vanguard Interim Fund $10,657,097 $ - $ 10,657,097 $ 10,657,097 $ - Vanguard Interim Fund 10,648,670 10,657,097 10,648,670 (8,427) Vanguard Institutional Index Fund 10,648,670 10,648,670 10,648,670 Vanguard Index 500 Fund 10,657,097 8,752,862 10,657,097 1,904,235 Metropolitan Life Plan Contract #13014 11,000,170 11,000,170 11,000,170 Mellon Bank NA TBC Inc. Pooled Employee Funds Daily Liquidity Fund 11,606,851 11,606,851 11,606,851 Prudential Contract #6430-212 11,367,782 11,367,782 11,367,782
15 18 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27D - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996
CURRENT VALUE OF ASSET ON NO. OF IDENTITY OF PURCHASE COST OF TRANSACTION TRANSACTIONS PARTY INVOLVED DESCRIPTION OF ASSETS PRICE SELLING PRICE ASSET DATE NET GAIN 83 Vanguard Windsor Fund $ 10,410,743 $ - $ 10,410,743 $10,410,743 $ - 108 Vanguard Institutional Index Fund 19,283,887 19,283,887 19,283,887 7 Vanguard Index 500 Fund 11,264,524 9,255,542 11,264,524 2,008,982 115 Mellon Bank N A EB Temporary Investment Fund 18,183,769 18,183,769 18,183,769 128 Mellon Bank N A EB Temporary Investment Fund 15,954,046 15,954,046 15,954,046 208 Mellon Bank N A TBC Inc. Pooled Employee Funds Daily Liquidity Fund 39,620,530 39,620,530 39,620,530 184 Mellon Bank N A TBC Inc. Pooled Employee Funds Daily Liquidity Fund 35,713,552 35,713,552 35,713,552
16 19 SIGNATURES The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN By: Beckman Instruments, Inc. Benefits Committee Date: June 25, 1997 By: /s/ Fidencio M. Mares --------------------------------- Fidencio M. Mares Committee Chairman Vice President -- Human Resources 20 INDEX TO EXHIBITS
Exhibit Sequential Number Description Page Number - ------- ----------- ----------- 23.1 Consent of Deloitte & Touche LLP 19
EX-23.1 2 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement (No. 33-51506) of Beckman Instruments, Inc. on Form S-8 of our report dated June 5, 1997, appearing in the Annual Report on Form 11-K of Beckman Instruments, Inc. Savings and Investment Plan for the year ended December 31, 1996. /s/ DELOITTE & TOUCHE LLP - ------------------------- Deloitte & Touche LLP Costa Mesa, California June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----