-----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, J0PG7/KQbNnxnLHeE8oiLpLcwO/1qv4dyDe1zDlHToc8cWefheNTjh5kXfB1ZeBk XEk0Vf26ZeNJJis0sFSC1g== 0000950109-95-005379.txt : 19951226 0000950109-95-005379.hdr.sgml : 19951226 ACCESSION NUMBER: 0000950109-95-005379 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRC COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000103096 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 060853807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09947 FILM NUMBER: 95604191 BUSINESS ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2032898631 FORMER COMPANY: FORMER CONFORMED NAME: VAST INC /DE/ DATE OF NAME CHANGE: 19761201 11-K 1 TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS ================================================================================ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1995 Commission file number 1-5170 TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN ------------------------------------------------------ (Full title of the plan) TRC COMPANIES, INC. ------------------- (Name of issuer of securities held pursuant to the plan) 5 Waterside Crossing Windsor, Connecticut 06095 -------------------------- (Address of principal executive offices) - -------------------------------------------------------------------------------- ================================================================================ TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN TABLE OF CONTENTS PAGE ---- FINANCIAL STATEMENTS: Report of Independent Accountants....................................... 3 Statement of Net Assets Available for Plan Benefits at June 30, 1995 and 1994............................................... 4 Statement of Changes in Net Assets Available for Plan Benefits for the Years Ended June 30, 1995 and 1994................................... 5 Notes to Financial Statements........................................... 6 ADDITIONAL INFORMATION: * Schedule of Assets Held for Investment Purposes at June 30, 1995 (Schedule I)........................................... 12 Schedule of Reportable Transactions for the Year Ended June 30, 1995 (Schedule II).......................................... 13 EXHIBITS: Consent of Independent Accountants...................................... 14 * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. -2- Report of Independent Accountants To the Participants and Administrator of TRC Companies, Inc. 401(k) Retirement and Savings Plan In our opinion, the accompanying statements of net assets available for plan benefits, and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for benefits of the TRC Companies, Inc. 401(k) Retirement and Savings Plan at June 30, 1995 and 1994, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Hartford, Connecticut December 15, 1995 -3- TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
June 30, Investments, at fair value: 1995 1994 ---------- ---------- Shares of registered investment companies (mutual funds) offered by Wells Fargo Bank, N.A. as Trustee: Money Market Fund $ 1,087,045 $ 734,445 International Equity Fund 1,397,156 1,266,966 Asset Allocation Fund 2,514,241 1,994,198 Growth Stock Fund 3,050,132 2,178,141 S&P 500 Stock Fund 2,605,687 1,950,096 U.S. Treasury Allocation Fund 907,002 854,945 ------------ ----------- 11,561,263 8,978,791 ------------ ----------- TRC Stock Fund 971,728 336,921 Employee Loan Fund 274,553 263,665 Other Investments 89,820 119,760 ------------ ------------ Net assets available for Plan benefits $ 12,897,364 $ 9,699,137 ------------ ------------
The accompanying notes are an integral part of these financial statements -4- TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended June 30, 1995 1994 ------------- ------------ Additions to net assets: Contributions: Employees $ 1,490,055 $ 1,500,108 Employer match 544,225 547,209 ------------ ----------- 2,034,280 2,407,317 ------------ ----------- Rollovers: Transfer of assets from the Raymond Keyes Associates, Inc. 401(k) Plan --- 508,944 Transfer of assets from the North American Weather Consultants Employees' Profit Sharing Plan --- 470,442 Individuals 568,263 300,877 ------------ ----------- 568,263 1,280,263 ------------ ----------- 2,602,543 3,327,580 ------------ ----------- Investment income: Net realized and unrealized appreciation (depreciation) in market value of investments 1,400,883 (145,367) Interest and dividend income 354,763 316,833 ------------ ----------- Total additions 1,755,646 171,466 ------------ ----------- 4,358,189 3,499,046 ------------ ----------- Deductions from net assets: Benefits paid to participants 1,157,150 1,245,752 Administrative fees and expenses 2,812 642 ------------ ------------ 1,159,962 1,246,394 ------------ ------------ Net increase during year 3,198,227 2,252,652 Net assets available for Plan benefits: Beginning of year 9,699,137 7,446,485 ------------- ------------ End of year $ 12,897,364 $ 9,699,137 ------------- ------------
The accompanying notes are an integral part of these financial statements. -5- TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN The following description of the TRC Companies, Inc. (the "Company") 401(k) Retirement and Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - ------- The Plan is a defined contribution plan covering substantially all full-time employees of the Company and its subsidiaries who have completed ninety days of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On August 6, 1993, the Company's Board of Directors appointed Wells Fargo Bank, N.A. as Trustee for the Plan, effective on October 4, 1993 when all assets of the Plan were transferred from The Putnum Companies, the previous Trustee, to Wells Fargo Bank, N.A. In addition to offering investment funds comparable to those previously offered by The Putnum Companies, a fund consisting of the Company's common stock was established. Contributions - ------------- Generally, participants may contribute up to 15% of their base salary subject to certain limitations established by government regulations. Participants may also contribute amounts representing distributions from other qualified plans. On the first 6% contributed, the Company may provide a matching contribution. The amount of the matching contribution is determined annually by the Compensation Committee of the Company's Board of Directors based upon operating performance. For the years ended June 30, 1995 and 1994, the Company's matching contributions were equal to $.50 for each $1.00 contributed by the participants. Fifty percent of the Company's matching contributions were invested in the TRC Stock Fund, with remaining matching contributions invested as the participants direct. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution, the Company's matching contribution, forfeitures of terminated participants' nonvested accounts and Plan earnings. Allocations are based upon participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. -6- Vesting - ------- Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contributions and actual earnings thereon is based upon years of continuous service. A participant is fully vested after four years of credited service. Investment Options - ------------------ Upon enrollment in the Plan, participants may direct contributions into mutual funds offered by Wells Fargo Bank, N.A. or into the TRC Stock Fund. Payment of Benefits - ------------------- If a participant's employment terminates before their account balances become fully vested, the nonvested portion of their account is forfeited and proportionately redistributed annually to remaining Plan participants. For the year ended June 30, 1995, forfeitures of $155,192 were redistributed. In the event of death or permanent disability, the participant or beneficiary becomes fully vested in their account balances. Because of the tax deferred status of the Plan, participants generally may not withdraw, without incurring additional taxes and penalties, amounts from the Plan until retirement, death, permanent disability or termination of employment if such occurs prior to age 59-1/2. All distributions from the Plan are made in a lump sum. Loans and Other In-Service Withdrawals - -------------------------------------- A participant may obtain a loan from the Plan repayable over one to ten years, at an interest rate of 1% over the prime interest rate offered by the Trustee. The amount of any loan is limited by government regulations to a portion of the participant's vested account balance. A participant may qualify for an in- service withdrawal. Such withdrawals are limited to a portion of their vested account balance and are generally subject to taxes and penalty. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The significant accounting and reporting policies followed by the Plan are summarized as follows: Method of Accounting - -------------------- The financial statements of the Plan are prepared on the accrual basis of accounting. Investments - ----------- Investments of the Plan are stated at fair value, primarily by reference to published market data. Employee loans are stated at cost which approximates fair value. -7- Payment of Benefits - ------------------- Benefits to participants are recorded when paid. Administrative Expenses - ----------------------- Generally, all fees and expenses related to the administration of the Plan are paid by the Company or its subsidiaries. Participants with loans from the Plan are charged a monthly loan administrative fee. NOTE 3 - TAX STATUS OF THE PLAN On October 5, 1994 the Plan received a favorable determination letter from the Internal Revenue Service that the Plan, as amended, qualified under Sections 401(a) and (k) of the Internal Revenue Code and is, therefore, exempt from federal income taxes. NOTE 4 - PLAN TERMINATION Although it has not expressed any interest to do so, the Company has the right to discontinue contributions or terminate the Plan at any time. In the event of Plan termination, participants will become fully vested in their account balances. NOTE 5 - OTHER INVESTMENTS In connection with the transfer of assets into the Plan from the North American Weather Consultants Employees' Profit Plan, 11,976 shares of the Company's common stock were included. These shares were issued by the Company in connection with the October 30, 1992 purchase of the outstanding capital stock of North American Weather Consultants, and are being held for the benefit of certain Plan participants. These shares are restricted under Rule 144 of the Securities Act of 1933 until October 30, 1995. NOTE 6 - INVESTMENTS COMPRISING 5% OR MORE OF PLAN ASSETS Plan investments managed by Wells Fargo Bank, N.A., the Trustee, that represent 5% or more of the Plan's net assets at June 30, 1995 are as follows: Money Market Fund $ 1,087,045 International Equity Fund 1,397,156 Asset Allocation Fund 2,514,241 Growth Stock Fund 3,050,132 S&P 500 Stock Fund 2,605,687 U.S. Treasury Allocation Fund 907,002 TRC Stock Fund 971,728 ------------ $12,532,991 ------------
-8- NOTE 7 - NET ASSETS AVAILABLE FOR PLAN BENEFITS The net assets available for Plan benefits applicable to each investment fund at June 30, 1995 and the changes in net assets for the year then ended are as follows:
Inter- U.S. Money national Asset Growth S&P 500 Treasury Market Equity Allocation Stock Stock Allocation Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ---------- Net assets available for Plan benefits at June 30, 1994 $ 734,445 $1,266,966 $1,994,198 $2,178,141 $1,950,096 $ 854,945 Contributions: Employees/Employer Match 198,592 234,057 333,558 396,273 394,896 140,197 Rollovers 38,070 95,628 114,728 132,237 125,781 25,798 Net realized and unrealized appreciation (depreciation) in market value of investments -- (878) 308,706 822,710 422,410 32,599 Interest and dividend income 60,606 -- 126,755 15,639 73,131 56,775 Benefits paid to participants (199,762) (95,736) (207,574) (204,227) (234,924) (131,141) Administrative fees and expenses (1,015) (259) (367) (508) (460) (164) Transfers (to) from other funds 256,109 (102,622) (155,763) (290,133) (125,243) (72,007) --------- --------- --------- --------- --------- -------- Net assets available for Plan benefits at June 30, 1995 $1,087,045 $1,397,156 $2,514,241 $3,050,132 $2,605,687 $ 907,002 ========= ========= ========= ========= ========= ========
TRC Stock Fund ------------------------- Non- Employee Participant Participant Other Loan Directed Directed Investments Fund Total ----------- ----------- ----------- --------- ---------- Net assets available for Plan benefits at June 30, 1994 $ 157,748 $ 179,173 $ 119,760 $ 263,665 $ 9,699,137 Contributions: Employees/Employer Match 64,594 272,113 -- -- 2,034,280 Rollovers 36,021 -- -- -- 568,263 Net realized and unrealized appreciation (depreciation) in market value of investments (61,212) (93,512) (29,940) -- 1,400,883 Interest and dividend income -- -- -- 21,857 354,763 Benefits paid to participants (14,101) (29,157) -- (40,528) (1,157,150) Administrative fees and expenses (39) -- -- -- (2,812) Transfers (to) from other funds 406,881 53,219 -- 29,559 -- --------- -------- -------- -------- ------------- Net assets available for Plan benefits at June 30, 1995 $ 389,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364 ========= ======== ======== ======== =============
-9- The net assets available for Plan benefits applicable to each investment fund at June 30, 1994 and the changes in net assets for the year then ended are as follows:
Inter- U.S. Money national Asset Growth S&P 500 Treasury Market Equity Allocation Stock Stock Allocation Fund Fund Fund Fund Fund Fund -------- --------- ----------- -------- -------- ------------ Net assets available for Plan benefits at June 30, 1993 $ -- $ -- $ -- $ -- $ -- $ -- Contributions: Employees/Employer Match 111,907 172,130 356,001 343,564 329,223 150,188 Rollovers 356,646 81,724 71,223 39,949 55,218 30,775 net realized and unrealized appreciation (depreciation) in market value of investments -- 70,025 (178,324) (208,929) (60,921) (148,210) Interest and dividend income 18,733 -- 63,499 51,751 37,046 70,420 Benefits paid to participants (31,280) (80,932) (125,795) (179,274) (214,752) (128,755) Administrative fees and expenses (62) (88) (101) (154) (149) (83) Transfer (to) from other funds (653,385) (58,712) 1,807,695 607,583 (1,435,503) (489,688) Transfer of Plan's net assets from The Putman Companies 931,886 1,082,819 -- 1,523,651 3,239,934 1,370,298 ----------- ---------- ---------- ---------- ---------- ---------- Net assets available for Plan benefits at June 30, 1994 $ 734,445 $ 1,266,966 $ 1,994,198 $ 2,178,141 $ 1,950,096 $ 854,945 ========== ========== ========== ========== ========== =========
TRC Stock Fund -------------------------- Non- Employee Participant Participant Other Loan Directed Directed Investments Fund Total ----------- ------------ ------------ --------- ---------- Net assets available for Plan benefits at June 30, 1993 $ -- $ -- $ -- $ -- $ -- Contributions: Employees/Employer Match 50,624 207,227 -- -- 1,720,864 Rollovers 4,037 -- 121,257 6,086 766,915 Net realized and unrealized appreciation (depreciation) in market value of investments 47,994 (13,852) (1,497) -- (493,714) Interest and dividend income -- -- -- 12,444 253,893 Benefits paid to participants (53,890) (8,235) -- (17,482) (840,395) Administrative fees and expenses (5) -- -- -- (642) Transfer (to) from other funds 108,988 (5,967) -- 118,989 -- Transfer of Plan's net assets from The Putman Companies -- -- -- 143,628 8,292,216 ---------- ---------- ---------- ---------- ----------- Net assets available for Plan benefits at June 30, 1994 $ 157,748 $ 179,173 $ 119,760 $ 263,665 $ 9,699,137 ========== ========= ========= ========= ===========
-10- The net assets available for plan benefits applicable to each investment fund managed by The Putnam Companies, as Trustee, at June 30, 1994 and 1993 and the changes in net assets for the year ended June 30, 1994 are as follows:
OTC Daily U.S. Gov't Fund for Emerging Global Employee Dividend Income Growth & Growth Growth Loan Trust Trust Fund Fund Fund Fund Total ----------- ----------- ----------- ------------ ---------- ------------ ----------- Net assests available for Plan benefits at June 30, 1993 $ 942,100 $ 1,317,303 $ 2,887,757 $ 1,256,376 $ 910,514 $ 132,435 $ 7,446,485 Contributions: Employees/Employer Match 14,902 75,727 122,163 63,301 50,360 -- 326,453 Rollovers 499,140 -- 2,611 977 816 9,804 513,348 Net realized and unrealized appreciation (depreciation) in market value of investments -- (13,730) 91,623 191,444 79,010 -- 348,347 Interest and dividend income 7,409 24,966 27,239 -- -- 3,326 62,940 Benefits paid to participants (93,661) (91,729) (103,837) (74,178) (40,277) (1,675) (405,357) Loans to participants -- (7,822) (9,037) (4,902) (1,739) 23,500 -- Loan repayments 2,923 3,642 8,428 3,032 2,411 (20,436) -- Transfers (to) from other funds (440,927) 61,942 212,987 87,601 81,723 (3,326) -- Transfer of net assets to successor trustee (931,886) (1,370,299) (3,239,934) (1,523,651) (1,082,818) (143,628) (8,292,216) ----------- ---------- ----------- ---------- ----------- -------- ----------- Net assets available for Plan benefits at June 30, 1994 $ -- $ -- $ -- $ -- $ -- $ -- $ -- =========== ========== =========== ========== =========== ======== ===========
-11- SCHEDULE I TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1995
Identity of Party Description Number Market Involved of Asset of Units Cost Value - ----------------------------------------------------------------------------------------------- Wells Fargo Bank, N.A. Money Market Fund 1,087,045 $ 1,087,045 $ 1,087,045 Wells Fargo Bank, N.A. International Equity Fund 113,038 1,343,167 1,397,156 Wells Fargo Bank, N.A. Asset Allocation Fund 231,301 2,361,514 2,514,241 Wells Fargo Bank, N.A. Growth Stock Fund 217,556 2,411,093 3,050,132 Wells Fargo Bank, N.A. S&P 500 Stock Fund 216,240 2,271,033 2,605,687 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 97,214 948,090 907,002 Wells Fargo Bank, N.A. TRC Stock Fund 137,250 1,134,225 971,728 Wells Fargo Bank, N.A. Other Investments (TRC Companies, Inc. common Stock) 11,976 121,257 89,820 Wells Fargo Bank, N.A. Employee Loan Fund, bearing interest at 7.0% to 10.4% repayable over one to ten years 274,553 274,553 ------------- ----------- $11,951,977 $12,897,364 ------------- -----------
-12- SCHEDULE II TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1995 Transactions with the same person or the same issue aggregating 5% or more of the current value of Plan assets as of the beginning of the year:
PURCHASE TRANSACTIONS: Identity of Party Number Purchase Involved Description of Asset of Units Price - ---------------------- -------------------------- ------------ -------------- Wells Fargo Bank, N.A. Money Market Fund 58 $1,326,360 Wells Fargo Bank, N.A. International Equity Fund 70 441,081 Wells Fargo Bank, N.A. Asset Allocation Fund 60 563,847 Wells Fargo Bank, N.A. Growth Stock Fund 67 761,905 Wells Fargo Bank, N.A. S&P 500 Stock Fund 63 648,617 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 51 422,594 Wells Fargo Bank, N.A. TRC Stock Fund 50 866,771 SALES TRANSACTIONS: Identity of Party Number Cost of Sales Realized Involved Description of Asset of Units Assets Price Gain/(Loss) - ---------------------- --------------------------- ---------- -------- -------- ------------- Wells Fargo Bank, N.A. Money Market Fund 58 $962,654 $962,654 $ -- Wells Fargo Bank, N.A. International Equity Fund 61 299,470 310,013 10,543 Wells Fargo Bank, N.A. Asset Allocation Fund 72 363,889 352,410 (11,479) Wells Fargo Bank, N.A. Growth Stock Fund 75 726,383 712,624 (13,759) Wells Fargo Bank, N.A. S&P 500 Stock Fund 83 407,416 415,437 8,021 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 60 447,690 402,524 (45,166) Wells Fargo Bank, N.A. TRC Stock Fund 84 87,359 77,239 (10,120)
-13- CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-70662) of TRC Companies, Inc. of our report dated December 15, 1995 appearing on page 3 of the Annual Report of the TRC Companies, Inc. 401(k) Retirement and Savings Plan on Form 11-K for the year ended June 30, 1995. We also consent to the reference to us under the caption "Experts" in such Registration Statement. PRICE WATERHOUSE LLP Hartford, Connecticut December 20, 1995 -14- Signature Pursuant to the requirements of the Securities Exchange Act of 1993, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN By /s/ Harold C. Elston, Jr. ------------------------------- Harold C. Elston, Jr. Vice President and Treasurer December 22, 1995 -15- -----END PRIVACY-ENHANCED MESSAGE-----