-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, klLM4CaS9HMey5yT9fnyMbZhClfxOTmL44H9GhFwYXHVO8lyjPM9Zco1nfi6Hd9e xbWt+9XTHQc2EwKlkTYHkw== 0000912057-94-001536.txt : 19940513 0000912057-94-001536.hdr.sgml : 19940513 ACCESSION NUMBER: 0000912057-94-001536 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E SYSTEMS INC CENTRAL INDEX KEY: 0000030875 STANDARD INDUSTRIAL CLASSIFICATION: 3812 IRS NUMBER: 751183105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05237 FILM NUMBER: 94525314 BUSINESS ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75266-0248 BUSINESS PHONE: 2146611000 MAIL ADDRESS: STREET 1: P.O. BOX 660248 CITY: DALLAS STATE: TX ZIP: 75266 FORMER COMPANY: FORMER CONFORMED NAME: LTV ELECTROSYSTEMS INC GREENVILLE EMPLOY DATE OF NAME CHANGE: 19730621 FORMER COMPANY: FORMER CONFORMED NAME: LTV ELECTROSYSTEMS INC DATE OF NAME CHANGE: 19720516 10-K/A 1 FORM 10/K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER: December 31, 1993 1-5237
E-SYSTEMS, INC. Registrant's telephone number, including area code: (214) 661-1000 AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its 1993 Annual Report on Form 10-K as set forth herein. Exhibit No. 99: -- Report on Form 11-K for the fiscal year ended 1993 for the E-Systems, Inc. Tax Advantaged Capital Accumulation Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. E-SYSTEMS, INC. (Registrant) By: ______/s/_JAMES W. CROWLEY________ James W. Crowley VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL DATE: April 29, 1994 EX-99 2 FORM 11-K 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 DECEMBER 31, 1993
A. FULL TITLE OF THE PLAN AND ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN B. NAME OF ISSUER OF SECURITIES HELD PURSUANT TO THE PLAN AND ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: E-SYSTEMS, INC. 6250 LBJ FREEWAY P.O. BOX 660248 DALLAS, TEXAS 75266-0248 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1993
PAGE ----------- AUDITED FINANCIAL STATEMENTS Report of Ernst & Young, Independent Auditors.......................................................... 3 Statements of Net Assets Available for Benefits........................................................ 4 Statements of Changes in Net Assets Available for Benefits............................................. 5 Notes to Financial Statements.......................................................................... 6 SCHEDULES Schedule of Assets Held for Investment................................................................. 12 Schedule of Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets.................................................................................. 13 EXHIBIT Consent of Independent Auditors........................................................................ 15
2 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS The Administrative Committee E-Systems, Inc. Tax Advantaged Capital Accumulation Plan We have audited the accompanying statements of net assets available for benefits of the E-Systems, Inc. Tax Advantaged Capital Accumulation Plan (established as an amendment to the E-Systems, Inc. Employee Stock Ownership Plan) as of December 31, 1993 and 1992, 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the (basic) financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of 5 percent of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the (basic) financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 (basic) financial statements taken as a whole. Dallas, Texas April 4, 1994 3 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS DECEMBER 31 ---------------------------------- 1993 1992 ---------------- ---------------- Investments--at fair value--Notes A and C.................................. $ 168,674,834 $ 146,957,671 Participant loans receivable............................................... 7,241,180 6,305,729 ---------------- ---------------- Total assets and net assets available for benefits..................... $ 175,916,014 $ 153,263,400 ---------------- ---------------- ---------------- ----------------
See notes to financial statements. 4 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31 ---------------------------------- ADDITIONS 1993 1992 - - ------------------------------------------------------------------------------ ---------------- ---------------- Investment income: Dividends................................................................. $ 8,766,770 $ 4,886,106 Interest--Note B.......................................................... 3,152,473 3,223,131 ---------------- ---------------- 11,919,243 8,109,237 Loan fund interest--Note B.................................................... 469,329 445,637 Contributions--Note B......................................................... 25,401,629 24,369,846 ---------------- ---------------- 37,790,201 32,924,720 DEDUCTIONS - - ------------------------------------------------------------------------------ Administrative expenses--Note B............................................... 173,264 169,569 Benefits paid................................................................. 20,069,615 10,095,736 ---------------- ---------------- 20,242,879 10,265,305 ---------------- ---------------- 17,547,322 22,659,415 Net realized and unrealized appreciation (depreciation) in fair value of investments--Note A.......................................................... 5,105,292 5,736,046 ---------------- ---------------- Net increases......................................................... 22,652,614 28,395,461 Net assets available for benefits at beginning of year........................ 153,263,400 124,867,939 ---------------- ---------------- Net assets available for benefits at end of year.............................. $ 175,916,014 $ 153,263,400 ---------------- ---------------- ---------------- ----------------
See notes to financial statements. 5 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES Investments are stated at fair value, which is based on published market prices on the last business day of the year. The investment in the Variable Rate Investment Fund (formerly the Guaranteed Return Investment Plan) is valued at contract value as estimated by the various insurance companies. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay benefits directly to participants. The change in the difference between fair value and the cost of investments (including investments bought, sold, as well as held during the year) is reflected in the financial statements as net realized and unrealized appreciation or depreciation. NOTE B--DESCRIPTION OF THE PLAN PURPOSE AND ORGANIZATION. The E-Systems, Inc. Tax Advantaged Capital Accumulation Plan ("the Plan") became effective January 1, 1984 as an amendment to the E-Systems, Inc. Employee Stock Ownership Plan. Substantially all employees of E-Systems, Inc. (the "Company") and its subsidiaries who are not employed under collective bargaining agreements, except those under collective bargaining agreements in the ECI and Garland divisions, are eligible to participate in the Plan, with the exception of non-corporate employees of Serv-Air, Inc. and employees of Engineering Research Associates, Inc. and Advanced Video Products. The Plan was established to allow eligible employees to elect to receive reduced direct compensation from the Company in exchange for contributions to the Plan by the Company on behalf of each such employee. There are no employer contributions to the Plan. EMPLOYEE CONTRIBUTIONS AND INVESTMENT OPTIONS. Employees may contribute up to 18% of their annual base compensation to one or more of the seven investment options described below. Employee contributions to the Plan were subject to a $8,994 annual limit during 1993 and will be subject to a $9,240 annual limit in 1994 as required by the Tax Reform Act of 1986. Participants vest immediately in the Plan; accordingly, there are no forfeitures. The investment options are as follows: The E-Systems, Inc. Securities Fund invests solely in the Company's Common Stock, $1.00 par value. The Variable Rate Investment Fund invests solely in guaranteed investment contracts ("GIC") of insurance companies. Interest rates earned on GIC's will be guaranteed for certain time periods and renegotiated periodically. The 1990 agreement is with The Prudential Asset Management Group which provides for an annual guaranteed effective rate of return of 8.12% for amounts contributed between January 1, 1990 and December 31, 1990 and expired December 31, 1992. Effective January 1, 1991, the Plan entered into a 1991 GIC agreement with Provident National Assurance Company which provides for an annual guaranteed effective rate of return of 7.71% for amounts contributed between January 1, 1991 and December 31, 1991. This agreement expired December 31, 1993. Effective December 31, 1991, all contributions are made to the Vanguard Fiduciary Trust Company Variable Rate Guaranteed Investment Contract Trust (the "Trust"). The investment objective of the Trust is to seek the highest level of current income consistent with safety and stability of principal by investing primarily in investment contracts issued by insurance companies, investment contracts issued by domestic commercial banks or U.S. branches of foreign banks, and other similar types of fixed principal investments. The Trust may also hold no more than 15% of its assets in short-term obligations, money market funds, or federally insured deposits. 6 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE B--DESCRIPTION OF THE PLAN--(CONTINUED) The Vanguard/Morgan Growth Fund invests participants' contributions primarily in common stocks of corporations with either established growth patterns, emerging growth potential or cyclical growth patterns. The Windsor Fund invests participants' contributions in a portfolio of common stocks, the objective of which is primarily long-term growth and, secondly, current income through dividends. The Vanguard Money Market Reserves Prime Portfolio invests participants' contributions in a portfolio of high quality money market instruments that mature in one year or less. The Vanguard Fixed Income Securities Fund Short-Term Bond Portfolio invests participants' contributions in investment grade bonds with maturities from less than one up to four years including United States Treasury and agency obligations, the objective of which is primarily conservation of principal and secondly, to maximize current income. The Vanguard Index Trust 500 Portfolio invests participants' contributions in a portfolio of stocks designed to match the performance of Standard & Poor's 500 Composite Stock Price Index. PLAN BORROWING PROVISIONS. Effective January 1, 1989, participants were given the option of borrowing from their Plan account. Borrowings from the Plan bear interest at the prime rate as published in the Wall Street Journal on the last business day of each calendar quarter plus one percentage point. Such interest rate is effective for all borrowings during the subsequent quarter. All borrowings become part of the Loan Fund. Interest charged on borrowings is credited to the borrowing participant's account and is shown separately as loan fund interest in the Statements of Changes in Net Assets Available for Benefits. PLAN TRANSFER PROVISIONS. Participants are permitted to make unlimited transfers among investment options with the exception of transfers into and out of the Variable Rate Investment Fund which are restricted as to the number of such transfers that can be made during a year. Additionally, transfers out of the Variable Rate Investment Fund are restricted to transfers into an equity fund for a minimum of 90 days before such funds can be transferred to other Plan investment options. A detailed description of restrictions involving transfers into and out of the Variable Rate Investment Fund is contained in the summary plan description, "Tax-Advantaged Capital Accumulation Plan (T-CAP)", provided to plan participants. EXPENSES OF THE PLAN. The Plan is administered by a Committee appointed by the Board of Directors of the Company. The expenses incurred by the Plan and the Administrative Committee in operating the Plan are paid from the Plan assets. To the extent reasonably practicable, expenses are allocated to the respective fund to which they relate. BENEFITS PAID. All distributions under the Plan, except distributions of the Company's Common Stock from the E-Systems, Inc. Securities Fund, are made in cash either to the participant or to an eligible retirement plan specified by the participant, effective in 1993. Participants receiving a distribution from the E-Systems, Inc. Securities Fund may elect to take the distribution in cash or in shares of the Company's Common Stock. Participants are eligible for distributions upon termination, retirement, disability or hardship (as determined by the Administrative Committee). PLAN TERMINATION. If the plan is terminated for any reason, the assets are to be allocated to the participants. The value of all accounts of each participant is then to be distributed as directed by the Committee. In no event may any of the Company's securities held in trust be distributed to anyone other than participants and their beneficiaries. 7 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE C--INVESTMENTS The Plan held the following investments at December 31, 1993 and 1992 (Investments that represent 5% or more of the Plan's net assets are separately identified):
FAIR VALUE AT DECEMBER 31 ---------------------------------- 1993 1992 ---------------- ---------------- E-Systems, Inc. Securities Fund: E-Systems, Inc. Common Stock.............................................. $ 10,281,707 $ 9,980,321 Vanguard Money Market Reserves Prime Portfolio............................ 59,829 48,620 ---------------- ---------------- 10,341,536 10,028,941 Guaranteed Return Investment Contracts: Provident National Assurance Company...................................... -- 7,116,974 Vanguard Investment Trust................................................... 36,064,115 27,968,949 Vanguard/Morgan Growth Fund................................................. 22,528,312 21,022,939 The Windsor Fund............................................................ 71,168,543 55,161,779 Vanguard Money Market Reserves Prime Portfolio.............................. 14,484,631 14,539,546 Vanguard Fixed Income Securities Fund Short-Term Bond Portfolio............. 7,529,311 6,658,048 Vanguard Index Trust 500 Portfolio.......................................... 6,558,386 4,460,495 ---------------- ---------------- TOTAL INVESTMENTS....................................................... $ 168,674,834 $ 146,957,671 ---------------- ---------------- ---------------- ----------------
In connection with the appointment of Vanguard Fiduciary Trust Company as Plan Trustee (Note G), the net assets of the E-Systems, Inc. Securities Fund (the "Fund") were converted to units by assigning an arbitrary unit value per share of $10.00 at the date fund assets were transferred to Vanguard. At December 31, 1993 and 1992, there were 727,220 and 742,534 units, respectively, of the fund outstanding having a unit value per share of $14.12 and $13.41, respectively. The trustee calculates the unit value of the fund on a daily basis. The unit value per share ranged from $11.82 to $15.82 during the period from January 1, 1993 to December 31, 1993 and from $10.37 to $13.53 during the period from January 1, 1992 to December 31, 1992. NOTE D--INCOME TAXES The Internal Revenue Service has ruled that the amendment to the E-Systems, Inc. Employee Stock Ownership Plan which established the Plan qualifies under Section 401(k) of the Internal Revenue Code and, therefore the Plan is not subject to tax under present Federal income tax laws. NOTE E--EMPLOYEE INCOME TAX EFFECTS Wage deferrals authorized by Plan participants are excluded from the current taxable income of participants. In general, a participant or beneficiary who receives a distribution from the Plan is taxed in the year of receipt on the total fair value of the distribution received. The amount included as taxable income upon a distribution from the Plan, in the event of death, disability, retirement or other termination of employment, or hardship is generally taxed as ordinary income under provisions relating to annuities. Under certain conditions, a distribution may qualify as a lump sum distribution and may therefore be taxed under special five-year or ten-year averaging methods. Any of the Company's Common Stock included in the lump sum distribution is taxed at the lower of the Plan's cost or fair value. A participant who receives a distribution equal to the total amount in his account for any reason other than financial hardship is not subject to tax on any portion of the distribution he receives that is transferred pursuant to the "rollover" provisions of the Code to an Individual Retirement Account or 8 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE E--EMPLOYEE INCOME TAX EFFECTS--(CONTINUED) to another qualified retirement plan. In the event a participant elects to make a partial rollover, the amount not rolled over will be taxed as ordinary income and will not be eligible for the special five-year or ten-year averaging methods previously mentioned. NOTE F--TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1993 and 1992, the Plan received dividend income of $243,927 and $227,838, respectively, from E-Systems, Inc., and remitted $31,530 and $31,798, respectively to E-Systems, Inc. for administrative expenses. Fees paid during the year for legal, accounting, and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. Vanguard Fiduciary Trust Company is trustee of the Plan, all transactions involving The Vanguard Group are considered party-in-interest transactions. All such transactions have been disclosed in Note G. 9 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE G--COMBINING STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1993:
VANGUARD E-SYSTEMS, VANGUARD/ MONEY MARKET INC. VARIABLE RATE MORGAN THE RESERVES SECURITIES INVESTMENT GROWTH WINDSOR PRIME TOTAL FUND FUND FUND FUND PORTFOLIO -------------- ------------- ------------- ------------- ------------- ------------- ADDITIONS - - ------------------------------ Investment Income: Dividends................. $ 8,766,770 $ 243,927 $ -- $ 2,550,534 $ 5,818,126 $ -- Interest.................. 3,152,473 -- 2,238,318 -- -- 450,009 -------------- ------------- ------------- ------------- ------------- ------------- 11,919,243 243,927 2,238,318 2,550,534 5,818,126 450,009 Loan fund interest............ 469,329 -- -- -- -- -- Contributions................. 25,401,629 1,556,946 4,815,722 3,540,864 8,898,275 2,851,460 Transfers from other funds........................ 43,901,133 4,213,043 8,754,351 2,880,973 10,638,764 8,840,733 -------------- ------------- ------------- ------------- ------------- ------------- 69,772,091 5,769,989 13,570,073 6,421,837 19,537,039 11,692,193 DEDUCTIONS - - ------------------------------ Administrative expenses....... 173,264 18,552 15,946 26,452 68,910 23,875 Benefits paid................. 20,069,615 857,737 5,604,882 2,633,301 6,910,449 2,010,750 Transfers to other funds...... 43,901,133 5,356,200 9,209,371 3,800,685 7,587,742 10,162,492 -------------- ------------- ------------- ------------- ------------- ------------- 64,144,012 6,232,489 14,830,199 6,460,438 14,567,101 12,197,117 -------------- ------------- ------------- ------------- ------------- ------------- Net realized and unrealized appreciation (depreciation) in fair value of investments.................. 5,105,292 531,168 -- (1,006,560) 5,218,700 -- -------------- ------------- ------------- ------------- ------------- ------------- Net increases......... Net assets available for benefits at beginning of year......................... 153,263,400 10,028,941 35,085,923 21,022,939 55,161,779 14,539,546 -------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at end of year...... $ 175,916,014 $ 10,341,536 $ 36,064,115 $ 22,528,312 $ 71,168,543 $ 14,484,631 -------------- ------------- ------------- ------------- ------------- ------------- -------------- ------------- ------------- ------------- ------------- ------------- VANGUARD FIXED INCOME SECURITIES FUND VANGUARD SHORT-TERM INDEX TRUST BOND 500 LOAN PORTFOLIO PORTFOLIO FUND ------------ ------------ ------------ ADDITIONS - - ------------------------------ Investment Income: Dividends................. $ -- $ 154,183 $ -- Interest.................. 464,146 -- -- ------------ ------------ ------------ 464,146 154,183 -- Loan fund interest............ -- -- 469,329 Contributions................. 1,565,855 2,172,507 -- Transfers from other funds........................ 2,141,958 1,964,522 4,466,789 ------------ ------------ ------------ 3,707,813 4,137,029 4,936,118 DEDUCTIONS - - ------------------------------ Administrative expenses....... 9,012 10,517 -- Benefits paid................. 1,091,125 559,865 401,506 Transfers to other funds...... 2,212,415 1,973,067 3,599,161 ------------ ------------ ------------ 3,312,552 2,543,449 4,000,667 ------------ ------------ ------------ Net realized and unrealized appreciation (depreciation) in fair value of investments.................. 11,856 350,128 -- ------------ ------------ ------------ Net increases......... Net assets available for benefits at beginning of year......................... 6,658,048 4,460,495 6,305,729 ------------ ------------ ------------ Net assets available for benefits at end of year...... $ 7,529,311 $ 6,558,386 $ 7,241,180 ------------ ------------ ------------ ------------ ------------ ------------
10 E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) NOTE G--COMBINING STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS--(CONTINUED) YEAR ENDED DECEMBER 31, 1992:
VANGUARD E-SYSTEMS, VANGUARD/ MONEY MARKET INC. VARIABLE RATE MORGAN THE RESERVES SECURITIES INVESTMENT GROWTH WINDSOR PRIME TOTAL FUND FUND FUND FUND PORTFOLIO -------------- ------------- ------------- ------------- ------------- ------------- ADDITIONS - - ------------------------------ Investment Income: Dividends................. $ 4,886,106 $ 227,838 $ -- $ 1,087,056 $ 3,469,250 $ -- Interest.................. 3,223,131 3,171 2,219,607 -- -- 523,901 -------------- ------------- ------------- ------------- ------------- ------------- 8,109,237 231,009 2,219,607 1,087,056 3,469,250 523,901 Loan fund interest............ 445,637 -- -- -- -- -- Contributions................. 24,369,846 1,499,130 5,465,754 3,199,541 7,735,115 3,526,585 Transfers from other funds.... 41,440,058 4,380,148 7,435,148 3,922,200 5,722,905 9,001,178 -------------- ------------- ------------- ------------- ------------- ------------- 74,364,778 6,110,287 15,120,509 8,208,797 16,927,270 13,051,664 DEDUCTIONS - - ------------------------------ Administrative expenses....... 169,569 18,734 24,508 25,437 61,606 26,740 Benefits paid................. 10,095,736 649,702 3,048,208 1,223,515 3,028,349 1,119,032 Transfers to other funds...... 41,440 5,136,151 5,886,404 4,345,090 7,292,666 11,593,151 -------------- ------------- ------------- ------------- ------------- ------------- 51,705,363 5,804,587 8,959,120 5,594,042 10,382,621 12,738,923 -------------- ------------- ------------- ------------- ------------- ------------- 22,659,415 305,700 6,161,389 2,614,755 6,544,649 312,741 Net realized and unrealized (depreciation) appreciation in fair value of investments................. 5,736,046 909,835 -- 713,742 4,017,365 -- -------------- ------------- ------------- ------------- ------------- ------------- Net increases......... 28,395,461 1,215,535 6,161,389 3,328,497 10,562,014 312,741 Net assets available for benefits at beginning of year........................ 124,867,939 8,813,406 28,924,534 17,694,442 44,599,765 14,226,805 -------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at end of year..... $ 153,263,400 $ 10,028,941 $ 35,085,923 $ 21,022,939 $ 55,161,779 $ 14,539,546 -------------- ------------- ------------- ------------- ------------- ------------- -------------- ------------- ------------- ------------- ------------- ------------- VANGUARD FIXED INCOME SECURITIES FUND VANGUARD SHORT-TERM INDEX TRUST BOND 500 LOAN PORTFOLIO PORTFOLIO FUND ------------ ------------ ------------ ADDITIONS - - ------------------------------ Investment Income: Dividends................. $ -- $ 101,962 $ -- Interest.................. 476,452 -- -- ------------ ------------ ------------ 476,452 101,962 -- Loan fund interest............ -- -- 445,637 Contributions................. 1,534,679 1,409,042 -- Transfers from other funds.... 2,505,614 3,804,556 4,668,309 ------------ ------------ ------------ 4,516,745 5,315,560 5,113,946 DEDUCTIONS - - ------------------------------ Administrative expenses....... 7,823 4,721 -- Benefits paid................. 613,106 104,812 309,012 Transfers to other funds...... 2,869,650 1,527,263 2,789,683 ------------ ------------ ------------ 3,490,579 1,636,796 3,098,695 ------------ ------------ ------------ 1,026,166 3,678,764 2,015,251 Net realized and unrealized (depreciation) appreciation in fair value of investments................. (71,184) 166,288 -- ------------ ------------ ------------ Net increases......... 954,982 3,845,052 2,015,251 Net assets available for benefits at beginning of year........................ 5,703,066 615,443 4,290,478 ------------ ------------ ------------ Net assets available for benefits at end of year..... $ 6,658,048 $ 4,460,495 $ 6,305,729 ------------ ------------ ------------ ------------ ------------ ------------
11 SCHEDULE OF ASSETS HELD FOR INVESTMENT E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN DECEMBER 31, 1993
DESCRIPTION OF NAME OF ISSUER AND TITLE OF ISSUE INVESTMENT COST FAIR VALUE - - ------------------------------------------------------- --------------------- ---------------- ---------------- E-Systems, Inc. Securities Fund: E-Systems, Inc. Common Stock......................... 235,561 shares $ 8,701,553 $ 10,281,707 Vanguard Money Market Reserves Prime Portfolio....... 117,815 shares 59,829 59,829 ---------------- ---------------- 8,761,382 10,341,536 Vanguard Investment Trust.............................. 36,064,115 shares 36,064,115 36,064,115 Vanguard/Morgan Growth Fund............................ 1,875,796 shares 22,481,281 22,528,312 The Windsor Fund....................................... 5,116,358 shares 66,336,503 71,168,543 Vanguard Money Market Reserves Prime Portfolio......... 14,484,631 shares 14,484,631 14,484,631 Vanguard Fixed Income Securities Fund Short-Term Bond Portfolio............................................. 690,762 shares 7,468,133 7,529,311 Vanguard Index Trust 500 Portfolio..................... 149,632 shares 6,161,340 6,558,386 ---------------- ---------------- TOTAL INVESTMENTS................................ $ 161,757,385 $ 168,674,834 ---------------- ---------------- ---------------- ----------------
12 SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN YEAR ENDED DECEMBER 31, 1993
NUMBER OF COST OF NUMBER OF PROCEEDS FROM GAIN (LOSS) IDENTITY OF ISSUE PURCHASES PURCHASES SALES SALES ON SALES - - ----------------------------------------------------- ------------- -------------- ------------- -------------- ------------- Category (iii)--Series of securities transactions: E-Systems, Inc. Securities Fund.................... 365 $ 6,015,896 429 $ 6,232,489 $ 668,072 Vanguard Investment Trust.......................... 488 15,324,475 335 7,215,431 -- Vanguard/Morgan Growth Fund........................ 399 8,972,372 334 6,460,439 385,123 The Windsor Fund................................... 468 25,348,309 352 14,567,101 1,143,959 Vanguard Money Market Reserves Prime Portfolio..... 623 12,141,428 387 12,197,117 -- Vanguard Short-Term Corporate Bond Fund............ 509 4,165,627 298 3,312,554 39,901 Vanguard Index Trust 500 Portfolio................. 415 4,291,212 211 2,543,451 98,540
There were no category (i), (ii) or (iv) reportable transactions during 1993. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the Plan) have caused the annual report to be signed by the undersigned, thereunto duly authorized. E-SYSTEMS, INC. TAX ADVANTAGED CAPITAL ACCUMULATION PLAN (NAME OF PLAN) By: __________________________________ Carlene B. Economy ADMINISTRATOR DATE: 14 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 2-88384 and Form S-8 No. 33-28356) pertaining to the E-Systems, Inc. Tax Advantaged Capital Accumulation Plan of E-Systems, Inc. and Subsidiaries of our report dated April 4, 1994, with respect to the financial statements and schedules of the E-Systems, Inc. Tax Advantaged Capital Accumulation Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG Dallas, Texas April 26, 1994 15 -----END PRIVACY-ENHANCED MESSAGE-----