-----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, Cvm2aZC3NZIQu2lXGtMkdQSG2p6fFxlIwNWYAPot4HmLuDnjC3DEbX7TAz/ryQ7E 4NMBWMM5p17wbC1fpqTE/A== 0000892569-98-001864.txt : 19980629 0000892569-98-001864.hdr.sgml : 19980629 ACCESSION NUMBER: 0000892569-98-001864 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER 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: SEC FILE NUMBER: 001-10109 FILM NUMBER: 98654521 BUSINESS ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92634 BUSINESS PHONE: 7148714848 MAIL ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92834 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 11-K 1 FORM 11-K FOR PERIOD ENDING DECEMBER 31, 1997 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, 1997 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 COULTER, INC. 4300 North Harbor Boulevard Fullerton, California 92835 ================================================================================ 2 [LETTERHEAD OF DELOITTE & TOUCHE LLP] BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996, SUPPLEMENTAL SCHEDULES, AND INDEPENDENT AUDITORS' REPORT 3 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, 1997 2 Statement of net assets available for benefits as of December 31, 1996 3 Statement of changes in net assets available for benefits for the year ended December 31, 1997 4 Statement of changes in net assets available for benefits for the year ended December 31, 1996 5 Notes to financial statements for the years ended December 31, 1997 and 1996 6 SUPPLEMENTAL SCHEDULES: Line 27a - Schedule of assets held for investment purposes as of December 31, 1997 12 Line 27d - Schedule of reportable series of transactions for the year ended December 31, 1997 14
All other supplemental schedules are omitted because of the absence of conditions under which they are required. 4 [LETTERHEAD OF DELOITTE & TOUCHE LLP] 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, 1997 and 1996, 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, 1997 and 1996, 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 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 4, 1998 5 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 - --------------------------------------------------------------------------------
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 $ 33,627,720 $ -- $ -- $ -- $ -- Mutual funds 36,390,285 84,597,289 36,031,751 Participant loans receivable Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies -- 44,702,859 Bank investment contracts 48,502,285 ------------ ------------- ------------ ------------ ------------ Total investments 33,627,720 36,390,285 93,205,144 84,597,289 36,031,751 Cash and cash equivalents 66,350 1,636,529 2,754 Contributions receivable 5,501 4,370 11,856 10,030 10,119 Other receivables 3,691 20,263 ------------ ------------- ------------ ------------ ------------ Total assets 33,703,262 36,394,655 94,873,792 84,607,319 36,044,624 LIABILITIES -- Amounts payable for investments 2,907 48,643 ------------ ------------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 33,703,262 $ 36,391,748 $ 94,873,792 $ 84,558,676 $ 36,044,624 ============ ============= ============ ============ ============
SUPPLEMENTAL INFORMATION BY FUND ----------------------------------------------- INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL ------------- ----------- ------------- ------------ ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $ -- $ -- $ -- $ 33,627,720 Mutual funds 8,687,994 165,707,319 Participant loans receivable 5,098,884 5,098,884 Investments, at contract value (Notes 3 and 4): Group contracts with insurance companies 44,702,859 Bank investment contracts 48,502,285 ------------ ------------ ----------- ------------ Total investments 8,687,994 5,098,884 297,639,067 Cash and cash equivalents 45,896 134,674 1,886,203 Contributions receivable 3,319 45,195 Other receivables 22,969 1,267 48,190 ------------ ------------ ----------- ------------ Total assets 8,714,282 5,144,780 135,941 299,618,655 LIABILITIES -- Amounts payable for investments 2,832 54,382 ------------ ------------ ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 8,711,450 $ 5,144,780 $ 135,941 $299,564,273 ============ ============ =========== ============
See accompanying notes to financial statements. 2 6 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 STOCK FUND FUND INCOME FUND FUND 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 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 Cash and cash equivalents 59,147 3,599,691 2 Contributions receivable 1,898 4,232 11,701 2,578 1,308 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 LIABILITIES -- Amounts payable for investments ------------ ------------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 29,808,833 $ 32,260,491 $ 97,073,847 $ 64,832,988 $ 19,630,220 ============ ============= ============ ============ ============
SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------- INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL ------------- ----------- ------------ ------------ ASSETS: Investments, at fair value (Note 4): Common stock of Plan sponsor $ -- $ -- $ -- $ 29,746,381 Mutual funds 4,586,576 121,156,202 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 4,586,576 4,738,363 249,076,442 Cash and cash equivalents 15,993 270,598 3,945,431 Contributions receivable 1,016 22,733 Other receivables 2,440 176,759 ------------ ------------ ----------- ------------ Total assets 4,587,592 4,754,356 273,038 253,221,365 LIABILITIES -- Amounts payable for investments 34,229 34,229 ------------ ------------ ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 4,553,363 $ 4,754,356 $ 273,038 $253,187,136 ============ ============ =========== ============
See accompanying notes to financial statements. 3 7 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------------------- BECKMAN BALANCED INTEREST EQUITY INDEX STOCK FUND FUND INCOME FUND FUND FUND ----------- ------------- ----------- ------------- ------------ Additions to plan assets attributed to: Net appreciation in fair value of investments $ 982,068 $ 2,879,199 $ 77,054 $ 13,161,298 $ 6,922,555 Interest 5,367 16,130 6,421,696 29,531 12,067 Dividends 471,973 1,370,158 1,324,591 499,966 ----------- ------------- ----------- ------------- ------------ Total investment income 1,459,408 4,265,487 6,498,750 14,515,420 7,434,588 Contributions: Beckman Instruments, Inc. 1,723,070 214,673 1,940,121 391,284 359,952 Employees 1,603,290 3,937,976 4,829,884 7,283,684 5,098,222 ----------- ------------- ----------- ------------- ------------ Total contributions 3,326,360 4,152,649 6,770,005 7,674,968 5,458,174 Participant loan repayments 152,046 360,541 537,801 731,695 320,243 ----------- ------------- ----------- ------------- ------------ Net additions 4,937,814 8,778,677 13,806,556 22,922,083 13,213,005 Participant loan withdrawals (204,856) (387,201) (573,948) (783,243) (305,119) Deductions from plan assets attributed to distributions of benefits (1,629,624) (2,170,252) (8,468,933) (3,652,179) (1,175,002) Administrative expenses and other (219) ----------- ------------- ----------- ------------- ------------ Net deductions (1,834,699) (2,557,453) (9,042,881) (4,435,422) (1,480,121) ----------- ------------- ----------- ------------- ------------ Net increase (decrease) in net assets available for benefits prior to interfund transfers 3,103,115 6,221,224 4,763,675 18,486,661 11,732,884 Net assets available for benefits, beginning of year 29,808,833 32,260,491 97,073,847 64,832,988 19,630,220 Net interfund transfers 791,314 (2,089,967) (6,963,730) 1,239,027 4,681,520 ----------- ------------- ----------- ------------- ------------ Net assets available for benefits, end of year $33,703,262 $ 36,391,748 $94,873,792 $ 84,558,676 $ 36,044,624 =========== ============= =========== ============= ============
SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------- INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL ----------- ------------- ------------ ------------- Additions to plan assets attributed to: Net appreciation in fair value of investments $ 64,677 $ -- $ 31,630 $ 24,118,481 Interest 1,802 388,827 6,875,420 Dividends 254,750 3,921,438 ----------- ------------- ----------- ------------- Total investment income 321,229 388,827 31,630 34,915,339 Contributions: Beckman Instruments, Inc. 212,426 4,841,526 Employees 2,522,963 25,276,019 ----------- ------------- ----------- ------------- Total contributions 2,735,389 30,117,545 Participant loan repayments 140,126 (2,242,452) ----------- ------------- ----------- ------------- Net additions 3,196,744 (1,853,625) 31,630 65,032,884 Participant loan withdrawals (68,870) 2,323,237 Deductions from plan assets attributed to distributions of benefits (310,364) (102,012) (1,147,162) (18,655,528) Administrative expenses and other (219) ----------- ------------- ----------- ------------- Net deductions (379,234) 2,221,225 (1,147,162) (18,655,747) ----------- ------------- ----------- ------------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 2,817,510 367,600 (1,115,532) 46,377,137 Net assets available for benefits, beginning of year 4,553,363 4,754,356 273,038 253,187,136 Net interfund transfers 1,340,577 22,824 978,435 ----------- ------------- ----------- ------------- Net assets available for benefits, end of year $ 8,711,450 $ 5,144,780 $ 135,941 $ 299,564,273 =========== ============= =========== =============
See accompanying notes to financial statements. 4 8 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 STOCK FUND FUND INCOME FUND FUND FUND ----------- ------------- ----------- ------------- ------------ Additions to plan assets attributed to: Net appreciation in fair value of investments $ 2,344,115 $ 1,992,963 $ 57,974 $ 11,329,567 $ 2,427,143 Interest 26,862 51,000 6,383,567 92,558 33,560 Dividends 387,248 1,130,341 1,403,333 318,495 ----------- ------------- ----------- ------------- ------------ Total investment income 2,758,225 3,174,304 6,441,541 12,825,458 2,779,198 Contributions: Beckman Instruments, Inc. 1,468,660 162,189 2,164,536 205,484 205,193 Employees 1,152,094 2,861,197 3,586,622 4,508,542 2,167,290 ----------- ------------- ----------- ------------- ------------ Total contributions 2,620,754 3,023,386 5,751,158 4,714,026 2,372,483 Participant loan repayments 177,391 166,448 320,298 314,396 132,206 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 Participant loan withdrawals (139,437) (475,147) (783,803) (976,020) (229,684) Deductions from plan assets attributed to distributions of benefits (533,519) (355,524) (1,738,063) (673,143) (112,862) Administrative expenses and other (191) (10) (335) (12) (26) ----------- ------------- ----------- ------------- ------------ Net deductions (673,147) (830,681) (2,522,201) (1,649,175) (342,572) ----------- ------------- ----------- ------------- ------------ 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 Net assets available for benefits, beginning of year 25,686,529 26,830,458 93,583,744 47,083,743 8,108,543 Net interfund transfers (760,919) (3,053,056) (11,338,787) (2,279,789) 3,178,647 ----------- ------------- ----------- ------------- ------------ Net assets available for benefits, end of year $29,808,833 $ 32,260,491 $97,073,847 $ 64,832,988 $ 19,630,220 =========== ============= =========== ============= ============
SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------- INTERNATIONAL PARTICIPANT DISBURSEMENT EQUITY FUND LOANS FUND TOTAL ----------- ------------- ------------ ------------- Additions to plan assets attributed to: Net appreciation in fair value of investments $ 400,421 $ -- $ -- $ 18,552,183 Interest 6,694 48,620 27,603 6,670,464 Dividends 113,018 3,352,435 ----------- ------------- ------------ ------------- Total investment income 520,133 48,620 27,603 28,575,082 Contributions: Beckman Instruments, Inc. 130,513 4,336,575 Employees 892,344 15,168,089 ----------- ------------- ------------ ------------- Total contributions 1,022,857 19,504,664 Participant loan repayments 74,584 (1,185,323) Transfer from Hybritech's Savings Plan (Note 1) 15,013,770 ----------- ------------- ------------ ------------- Net additions 1,617,574 (1,136,703) 27,603 63,093,516 Participant loan withdrawals (44,529) 2,648,620 Deductions from plan assets attributed to distributions of benefits (14,802) (4,796) (11,551,769) (14,984,478) Administrative expenses and other (2) (207) (783) ----------- ------------- ------------ ------------- Net deductions (59,331) 2,643,822 (11,551,976) (14,985,261) ----------- ------------- ------------ ------------- Net increase (decrease) in net assets available for benefits prior to interfund transfers 1,558,243 1,507,119 (11,524,373) 48,108,255 Net assets available for benefits, beginning of year 924,069 2,588,728 273,067 205,078,881 Net interfund transfers 2,071,051 658,509 11,524,344 ----------- ------------- ----------- ------------- Net assets available for benefits, end of year $ 4,553,363 $ 4,754,356 $ 273,038 $ 253,187,136 =========== ============= =========== =============
See accompanying notes to financial statements. 5 9 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 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 Company employees 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 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 in 1997 and 1996. 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. 6 10 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) - -------------------------------------------------------------------------------- Investment Options - Participants have a choice of six different investment funds for their contributions. 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 respective 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. 7 11 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) - -------------------------------------------------------------------------------- Participant Loans - 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 five years or up to 15 years for the purchase of a 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 (9.5% at December 31, 1997 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 own contributions. Benefits Payable - At December 31, 1997 and 1996, the amounts of benefits payable to participants who have withdrawn from participation in the Plan were $1,964,147 and $1,006,298, 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, 1997 and 1996. 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 that are stated at contract value (Note 3). The fair value of the common stock is based on 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. 8 12 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) - -------------------------------------------------------------------------------- Administrative Expenses - 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 $438,000 and $415,000 for the years ended December 31, 1997 and 1996, respectively. 3. VALUATION OF INVESTMENT CONTRACTS The Plan's investment contracts are fully benefit-responsive and have an estimated fair value that equals their contract value of $93,205,144 and $93,435,496 at December 31, 1997 and 1996, respectively. The Plan's investment contracts earn interest at rates ranging from 6.25% to 8.00% at December 31, 1997 and 6.35% to 8.00% at December 31, 1996. 4. ASSETS HELD FOR INVESTMENT Information regarding assets held for investment as of December 31, 1997 and 1996 is as follows:
1997 1996 ------------------------------ ------------------------------ FAIR/CONTRACT FAIR/CONTRACT COST VALUE COST VALUE ------------ ------------- ------------ ------------- Common stock - Beckman Instruments, Inc. $ 33,194,649 $ 33,627,720 $ 20,313,039 $ 29,746,381 Mutual funds: Brinson U.S. Balanced Fund 35,962,276 36,390,285 31,819,726 32,216,698 Vanguard Windsor Fund 75,638,657 84,597,289 55,340,271 64,761,502 Vanguard Institutional Index Fund 28,636,846 36,031,751 18,227,592 19,591,426 Templeton Funds Inc. Foreign Fund 9,099,430 8,687,994 4,299,515 4,586,576 ------------ ------------ ------------ ------------ Total mutual funds 149,337,209 165,707,319 109,687,104 121,156,202
9 13 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) - --------------------------------------------------------------------------------
1997 1996 ------------------------------ ------------------------------- FAIR/CONTRACT FAIR/CONTRACT COST VALUE COST VALUE ------------ ------------- ------------ -------------- Participant loans receivable $ 5,098,884 $ 5,098,884 $ 4,738,363 $ 4,738,363 Interest Income Fund: Group insurance contracts: John Hancock - GAC 7543 9,608,397 9,608,397 17,856,155 17,856,155 GIC 8818 5,210,172 5,210,172 Metropolitan Life Plan - 13014 10,728,297 10,728,297 16,556,014 16,556,014 Transamerica - Contract 7660 8,030,155 8,030,155 People's Security Life - GIC-BDA00039TR-5 3,783,533 3,783,533 3,850,208 3,850,208 FGIC Policy 92010300, Contract 2983 4,967,595 4,967,595 6,773,314 6,773,314 Contract #BDA00039TR-4 2,374,710 2,374,710 2,776,562 2,776,562 ------------ ------------ ------------ ------------ 44,702,859 44,702,859 47,812,253 47,812,253 Bank investment contracts: Credit Suisse Financial 5,729,809 5,729,809 5,796,644 5,796,644 Credit Suisse 77441-01 GIC 9,947,876 9,947,876 9,937,125 9,937,125 UBS Agreement - Contract 2077 7,640,767 7,640,767 8,885,748 8,885,748 Citibank Contract #1 9,487,302 9,487,302 10,977,997 10,977,997 Lehman GIC #101121895G 10,027,444 10,027,444 10,025,729 10,025,729 State Street Synthetic - Contract 97077 5,669,087 5,669,087 ------------ ------------ ------------ ------------ 48,502,285 48,502,285 45,623,243 45,623,243 ------------ ------------ ------------ ------------ Total Interest Income Fund 93,205,144 93,205,144 93,435,496 93,435,496 ------------ ------------ ------------ ------------ Total assets held for investments $280,835,886 $297,639,067 $228,174,002 $249,076,442 ============ ============ ============ ============
10 14 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) - -------------------------------------------------------------------------------- 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 Internal Revenue Service 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. 6. SUBSEQUENT EVENT During October 1997, the Company acquired Coulter Corporation (Coulter) and formally changed its name to Beckman Coulter, Inc. during April 1998. In connection with this acquisition, the name of the Beckman Stock Fund was changed to the Beckman Coulter Stock Fund during April 1998. On June 4, 1998, the Company's Board of Directors approved the decision to merge the Plan with Coulter's defined contribution plan effective September 1, 1998. Net assets of the Coulter defined contribution plan approximated $283,350,000 at December 31, 1997. Upon the effective date, the Plan's name will change to the Beckman Coulter Savings Plan and will be subject to the terms of the new plan. The new plan shall be modified to include additional investment options, higher matching contributions related to the Beckman Coulter Stock Fund, as well as immediate vesting on the Company's contributions, income, and gains and losses on investments. 11 15 SUPPLEMENT SCHEDULES BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27a - SCHEDULE OF ASETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 - --------------------------------------------------------------------------------
SHARES CURRENT DESCRIPTION OF INVESTMENT OR UNITS COST VALUE - ------------------------- --------- ------------ ------------ COMMON STOCK - Beckman Instruments, Inc. 840,693 $33,194,649 $33,627,720 BALANCED FUND - Brinson Partners U.S. Balanced Fund 3,058,007 35,962,276 36,390,285 EQUITY FUND - Vanguard Windsor Fund 4,982,172 75,638,657 84,597,289 INDEX FUND - Vanguard Institutional Index Fund 402,320 28,636,846 36,031,751 INTERNATIONAL EQUITY FUND - Templeton Funds Inc. Foreign Fund 873,165 9,099,430 8,687,994
12 16 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 (Continued) - --------------------------------------------------------------------------------
INTEREST MATURITY CURRENT DESCRIPTION OF INVESTMENT RATE DATE COST VALUE - ------------------------- -------- -------- ----------- ----------- Participant loans receivable (interest ranging from 9.0% to 9.25%) $ 5,098,884 $ 5,098,884 INTEREST INCOME FUND - Group insurance contracts: John Hancock - GAC 7543 7.620% 2/27/98 9,608,397 9,608,397 GIC 8818 6.480% 6/15/00 5,210,172 5,210,172 Metropolitan Life Plan - 13014 8.000% 12/15/98 10,728,297 10,728,297 Transamerica - Contract 7660 6.830% 2/15/02 8,030,155 8,030,155 People's Security Life - GIC - BDA00039TR-5 6.582% 11/1/03 3,783,533 3,783,533 FGIC Policy 92010300, Contract 2983 6.518% 4/25/02 4,967,595 4,967,595 Contract #BDA00039TR-4 6.518% 7/15/02 2,374,710 2,374,710 ------------ ------------ Total group insurance contracts 44,702,859 44,702,859 Bank investment contracts: Credit Suisse Financial 7.500% 12/15/01 5,729,809 5,729,809 Credit Suisse 77441-01 GIC 7.450% 12/15/01 9,947,876 9,947,876 UBS Agreement - Contract 2077 6.500% 3/31/98 7,640,767 7,640,767 Citibank Contract #1 6.410% 9/1/09 9,487,302 9,487,302 Lehman GIC #101121895G 6.350% 12/17/01 10,027,444 10,027,444 State Street Synthetic - Contract 97077 6.250% 3/1/98 5,669,087 5,669,087 ------------ ------------ Total bank investment contracts 48,502,285 48,502,285 ------------ ------------ Total investments $280,835,886 $297,639,067 ============ ============
13 17 BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 - --------------------------------------------------------------------------------
NO. OF IDENTITY OF PURCHASE COST OF TRANSACTIONS PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE ASSET NET GAIN ------------ ------------------------ -------------------- ----------- ------------- ----------- ----------- 124 Beckman Instruments, Inc. Beckman Stock Fund $ 8,972,090 $ $ 8,972,090 98 Beckman Instruments, Inc. Beckman Stock Fund 5,920,429 3,835,820 $2,084,609 96 Brinson Balanced Fund 8,470,185 8,470,185 145 Brinson Balanced Fund 4,633,041 4,366,684 266,357 149 Vanguard Equity Fund 25,515,867 25,515,867 96 Vanguard Equity Fund 6,776,182 5,276,241 1,499,941 172 Vanguard Index Fund 13,709,923 13,709,923 77 Vanguard Index Fund 4,005,676 3,364,355 641,321 289 Mellon Bank N.A. TBC Inc. Pooled Employee Funds Daily Liquidity Fund 66,987,449 66,987,449 302 Mellon Bank N.A. TBC Inc. Pooled Employee Funds Daily Liquidity Fund 69,056,873 69,056,873
14 18 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN By: Beckman Coulter, Inc. Benefits Committee Date: June 24, 1998 By: /s/ Fidencio M. Mares ----------------------------- Fidencio M. Mares Its: Committee Chairman Vice President - Human Resources 19 INDEX TO EXHIBITS
Exhibit Sequential Number Description Page Number - ------- ----------- ----------- 23.1 Consent of Deloitte & Touche, LLP 20
EX-23.1 2 INDEPENDENT AUDITORS' CONSENT 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 4, 1998, appearing in the Annual Report on Form 11-K of Beckman Instruments, Inc. Savings and Investment Plan for the year ended December 31, 1997. /s/ DELOITTE & TOUCHE LLP - -------------------------- Deloitte & Touche LLP Costa Mesa, California June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----