-----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, SZPjHTwMYP7VCB0ZTAcD4yOX9A6xWW3cH/hSqBMUapips1dAxEMBfU7RzLm2JNP1 6BeV3An9JuRLuXLmYwduqw== 0000003721-96-000003.txt : 19960430 0000003721-96-000003.hdr.sgml : 19960430 ACCESSION NUMBER: 0000003721-96-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06016 FILM NUMBER: 96552390 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-6016 THE ALLEN GROUP INC. (Exact name of registrant as specified in its charter) Delaware 38-0290950 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25101 Chagrin Boulevard, Beachwood, Ohio 44122 (Address of principal executive offices) (Zip Code) Registrant's telephone number, (216) 765-5818 including area code Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. THE ALLEN GROUP INC. (Registrant) Dated: April 29, 1996 By: /s/ McDara P. Folan, III McDara P. Folan, III Vice President, Secretary and General Counsel Page 1 of 48 pages Exhibit Index is located on page 6 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements of the Registrant The Consolidated Financial Statements of the Registrant listed below, together with the Report of Independent Accountants, dated February 16, 1996, are incorporated herein by reference to pages 15 to 30 of the Registrant's 1995 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to this Report. Consolidated Statements of Income for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Balance Sheets at December 31, 1995 and 1994 Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements Report of Independent Accountants (2) Financial Statement Schedules The following additional information should be read in conjunction with the Consolidated Financial Statements of the Registrant described in Item 14(a)(1) above: Financial Statement Schedules of the Registrant Report of Independent Accountants, on page 4 of this Report, relating to the financial statement schedule Valuation and Qualifying Accounts Schedule, on page 5 of this Report Schedules other than the schedules listed above are omitted because they are not required or are not applicable, or because the information is furnished elsewhere in the financial statements or the notes thereto. (3) Exhibits* The information required by this Item relating to Exhibits to this Report is included in the Exhibit Index on pages 6 to 14 hereof. (b) Reports on Form 8-K The Company filed a Form 8-K Current Report dated October 12, 1995 in which it reported under Item 2 - "Acquisition or Disposition of Assets" and Item 7 - "Financial Statements and Exhibits" that it had effected the spin-off distribution, on a pro rata basis, of 100% of the outstanding shares of common stock of the Company's wholly owned subsidiary, TransPro, Inc., to holders of record of the Company's common stock as of the close of business on September 29, 1995. *A copy of any of the Exhibits to this Report will be furnished to persons who request a copy upon the payment of a fee of $.25 per page to cover the Company's duplication and handling expenses. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of The Allen Group Inc.: Our report on the consolidated financial statements of The Allen Group Inc. has been incorporated by reference in this Annual Report on Form 10-K from page 30 of the 1995 Annual Report to Stockholders of The Allen Group Inc. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the Index on page 13 of this Form 10-K Annual Report. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. Cleveland, Ohio February 16, 1996 THE ALLEN GROUP INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1995 (Amounts in Thousands)
Column A Column B Column C Column D Column E Balance Additions Balance at Charged to Charged Deductions at End Beginning Costs and to Other from of Description of Period Expenses Accounts Reserves Period Allowance for doubtful accounts: 1995 $ 1,684 592 - 1,044(1)(3) $ 1,232 1994 $ 1,270 417 - 3(1) $ 1,684 1993 $ 3,543 719 - 2,992(1)(2) $ 1,270 (1) Represents the write-off of uncollectible accounts, less recoveries. (2) Includes the elimination of related balances for its Allen Testproducts division and leasing subsidiary sold in 1993. (3) Includes the elimination of related balances for its Truck Products Business spun off in 1995.
EXHIBIT INDEX Exhibit Numbers Pages (3) Certificate of Incorporation and By Laws - (a) Restated Certificate of Incorporation (filed as Exhibit Number 3(a) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1984 (Commission file number 1-6016) and incorporated herein by reference).................. - (b) Certificate of Designations, Powers, Preferences and Rights of the $1.75 Convertible Exchangeable Preferred Stock, Series A (filed as Exhibit Number 3(b) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1986 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (c) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit Number 3(c) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference) ..... - (d) Certificate of Designations, Powers, Preferences and Rights of the Variable Rate Preferred Stock, Series A (filed as Exhibit Number 3(d) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference)...... - (e) Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (filed as Exhibit Number 3(e) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference)...... - (f) Certificate Eliminating Variable Rate Preferred Stock, Series A (filed as Exhibit Number 3(f) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1989 (Commission file number 1-6016) and incorporated herein by reference)......................................... - (g) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit Number 3(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1993 (Commission file number 1-6016) and incorporated herein by reference)...... - (h) Certificate Eliminating $1.75 Convertible Exchangeable Preferred Stock, Series A (filed as Exhibit Number 3(h) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1993 (Commission file number 1-6016) and incorporated herein by reference)...... - (i) By-Laws, as amended through September 10, 1992 (filed as Exhibit Number 3(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference).................. - (4) Instruments defining the rights of security holders - (a) Rights Agreement, dated as of January 7, 1988, between the Registrant and Manufacturers Hanover Trust Company (filed as Exhibit Number 4 to Registrant's Form 8-K Current Report dated January 7, 1988 (Commission file number 1-6016) and incorporated herein by reference) ............. - (b) Credit Agreement, dated as of December 18, 1995, among the Registrant, MARTA Technologies, Inc., the Banks signatories thereto, and Bank of Montreal, as agent .......................................... * Additional information concerning Registrant's long-term debt is set forth in Note 2, "Financing," of the Notes to Consolidated Financial Statements on pages 20 to 21 of Registrant's 1995 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to this Report. Other than the Credit Agreement referred to above, no instrument defining the rights of holders of such long-term debt relates to securities having an aggregate principal amount in excess of 10% of the consolidated assets of Registrant and its subsidiaries; therefore, in accordance with paragraph (iii) of Item 4 of Item 601(b) of Regulation S-K, the other instruments defining the rights of holders of long-term debt are not filed herewith. Registrant hereby agrees to furnish a copy of any such other instrument to the Securities and Exchange Commission upon request. (10) Material contracts (Other than Exhibit 10(a), all of the exhibits listed as material contracts hereunder are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report pursuant to Item 14(c) of this Report.)................................... - (a) Contribution Agreement, dated September 29, 1995, between Registrant and TransPro, Inc. (filed as Exhibit Number 2.1 to Registrant's Form 8-K dated October 12, 1995) (Commission file number 1-6016) and incorporated herein by reference).............. - (b) The Allen Group Inc. 1982 Stock Plan, as amended through November 3, 1987 (filed as Exhibit Number 10(c) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference).............................. - (c) Amendment, dated as of December 4, 1990, to The Allen Group Inc. 1982 Stock Plan, as amended (filed as Exhibit Number 10(d) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference)...................................... - (d) Amendment, dated as of June 14, 1995, to The Allen Group Inc. 1982 Stock Plan, as amended (filed as Exhibit Number 10.1 to Registrant's Form 10-Q Quarterly Report for the quarterly period ended June 30, 1995 (Commission file number 1-6016) and incorporated herein by reference .................. - (e) Form of Restricted Stock Agreement pursuant to The Allen Group Inc. 1982 Stock Plan, as amended (filed as Exhibit Number 10(e) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference).............. - (f) The Allen Group Inc. 1992 Stock Plan (filed as Exhibit Number 10(f) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference) ............. - (g) Amendment to The Allen Group Inc. 1992 Stock Plan, dated September 13, 1994 (filed as Exhibit Number 10 to the Registrant's Form 10-Q Quarterly Report for the quarterly period ended September 30, 1994 (Commission file number 1-6016) and incorporated herein by reference)............................... - (h) Second Amendment to The Allen Group Inc. 1992 Stock Plan, dated February 23, 1994 (filed as Exhibit Number 10(h) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1994 (Commission file number 1-6016) and incorporated herein by reference................... - (i) Third Amendment to The Allen Group Inc. 1992 Stock Plan, dated February 23, 1994 (filed as Exhibit Number 10(i) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1994 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (j) Fourth Amendment to The Allen Group Inc. 1992 Stock Plan, dated as of June 14, 1995 (filed as Exhibit Number 10.2 to Registrant's Form 10-Q Quarterly Report for the quarterly period ended June 30, 1995 (Commission file number 1-6016) and incorporated herein by reference) ................. - (k) Form of Restricted Stock Agreement pursuant to 1992 Stock Plan (Salary Increase Deferral), dated November 30, 1993, entered into by the Registrant with certain executive and divisional officers (filed as Exhibit Number 10(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1993 (Commission file number 1-6016) and incorporated herein by reference) ........................................ - (l) Form of Restricted Stock Agreement pursuant to 1992 Stock Plan (Salary Increase Deferral), dated April 28, 1992, entered into by the Registrant with certain executive and divisional officers (filed as Exhibit Number 10(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference) ........................................ - (m) Amendment to Restricted Stock Agreements pursuant to 1992 Stock Plan (Salary Increase Deferral), dated February 22, 1995 (filed as Exhibit Number 10(l) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1994 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (n) Form of Non-Qualified Option to Purchase Stock granted to certain directors of the Registrant on September 12, 1989 (filed as Exhibit Number 10(e) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1989 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (o) The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan (filed as Exhibit A to Registrant's Proxy Statement dated March 17, 1994 (Commission file number 1-6016) and incor- porated herein by reference) ...................... - (p) Form of Non-Qualified Option to Purchase Stock pursuant to The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan (filed as Exhibit Number 10(o) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1994 (Commission file number 1-6016) and incorporated herein by reference)............. - (q) The Allen Group Inc. Amended and Restated Key Management Deferred Bonus Plan (incorporating all amendments through February 27, 1992) (filed as Exhibit Number 10(i) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference)................. - (r) Form of Restricted Stock Agreement pursuant to 1992 Stock Plan and Key Management Deferred Bonus Plan (filed as Exhibit Number 10(j) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference)...................................... - (s) Form of Severance Agreement, dated as of November 3, 1987, entered into by the Registrant with certain executive officers, officers and division presidents (filed as Exhibit Number 10(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference) ............. - (t) Form of Amendment, dated December 5, 1989, to Severance Agreement entered into by the Registrant with certain executive officers, officers and division presidents (filed as Exhibit Number 10(j) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1989 (Commission file number 1-6016) and incorporated herein by reference) ................. - (u) The Allen Group Inc. Master Discretionary Severance Pay Plan, effective January 1, 1993 (filed as Exhibit 10(t) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1994 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (v) Key Employee Severance Policy adopted by the Registrant on November 3, 1987 (filed as Exhibit Number 10(h) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (w) Amendment, dated May 14, 1991, to Key Employee Severance Policy adopted by the Registrant on November 3, 1987 (filed as Exhibit Number 10(n) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference) ..................................... - (x) Amendment No. 2, dated February 22, 1996, to Key Employee Severance Policy.......................... * (y) Employment Agreement, dated June 28, 1988, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(m) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1988 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (z) Amendment, dated as of February 27, 1992, of Employment Agreement, dated June 28, 1988, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(p) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference) ................. - (aa) Amendment, dated as of February 26, 1991, of Employment Agreement, dated June 28, 1988, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(n) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference) ................. - (bb) Amended and Restated Post Employment Consulting Agreement, dated as of December 20, 1990, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(o) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference) ................. - (cc) Amended and Restated Supplemental Pension Benefit Agreement, dated as of December 20, 1990, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(p) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference) ................. - (dd) Insured Supplemental Retirement Benefit Agreement, dated as of September 4, 1985, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(l) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference) ..... - (ee) Split Dollar Insurance Agreement, dated as of July 1, 1991, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(u) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference................................ - (ff) Supplemental Pension Benefit Agreement, dated as of December 6, 1983, between the Registrant and J. Chisholm Lyons (filed as Exhibit Number 10(r) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1983 (Commission file number 1-6016) and incorporated herein by reference)............................... - (gg) Amendment, dated as of December 20, 1990, of Supplemental Pension Benefit Agreement, dated as of December 6, 1983, between the Registrant and J. Chisholm Lyons (filed as Exhibit Number 10(s) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference).............................. - (hh) Post Employment Consulting Agreement, dated as of September 12, 1989, between the Registrant and J. Chisholm Lyons (filed as Exhibit Number 10(s) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1989 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (ii) Amendment, dated as of December 20, 1990, of Post Employment Consulting Agreement, dated as of September 12, 1989, between the Registrant and J. Chisholm Lyons (filed as Exhibit Number 10(u) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1990 (Commission file number 1-6016) and incorporated herein by reference) ..................................... - (jj) Employment Agreement, dated June 25, 1991, between the Registrant and Robert G. Paul (filed as Exhibit Number 10(x) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1991 (Commission file number 1-6016) and incorporated herein by reference) .............................. - (kk) Supplemental Target Pension Benefit Agreement, dated as of January 1, 1996, between the Registrant and Robert G. Paul.................................... * (ll) Form of Split Dollar Insurance Agreement, dated as of November 1, 1991, entered into by the Registrant with certain executive and divisional officers (filed as Exhibit Number 10(bb) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference .................. - (mm) The Allen Group Inc. Deferred Compensation Plan, effective December 1, 1995 ........................ * (nn) The Allen Group Inc. Restoration Plan, effective January 1, 1996 ................................... * (oo) Comsearch Division Supplemental Savings Plan, effective January 1, 1995 ......................... * (pp) Form of Supplemental Target Pension Benefit Agreement, dated as of January 1, 1996, entered into by the Registrant with certain executive and divisional officers .......................................... * (11) Statement re Computation of Earnings Per Common Share ...................................... * (13) 1995 Annual Report to Stockholders**............... * (21) Subsidiaries of the Registrant .................... * (23) Consent of Independent Accountants ................ 15 (27) Financial Data Schedule ........................... * (99)(a) Annual Report on Form 11-K of The Allen Group Inc. Employee Stock Savings Plan for the fiscal year ended December 31, 1995...................... 17 (b) Annual Report on Form 11-K of The Allen Group Inc. Employee Before-Tax Savings Plan for the fiscal year ended December 31, 1995............... 25 * Previously filed March 28, 1996. ** Furnished for the information of the Securities and Exchange Commission and not to be deemed "filed" as part of this Report except for the Consolidated Financial Statements of the Registrant and the Accountants' Report on pages 15 to 30 of said Annual Report to Stockholders and the other information incorporated by reference in Items 1 and 3 of Part I hereof and Items 5 to 8 of Part II hereof. A copy of any of these Exhibits will be furnished to persons who request a copy upon the payment of a fee of $.25 per page to cover the Company's duplication and handling expenses. Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 33-48545) and on the Registration Statements on Form S-8 (File Nos. 33-58951, 33-53499, 33-53487, 33-52420, 33-8658 and 2-99919) and the related Prospectuses of The Allen Group Inc. of (a) our report dated February 16, 1996 on our audits of the consolidated financial statements of The Allen Group Inc. as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994, 1993, which report has been incorporated by reference in this Annual Report on Form 10-K from the 1995 Annual Report to Stockholders of The Allen Group Inc. (a copy of which is filed as Exhibit 13 to this Report) and appears on page 30 therein, and (b) our report dated February 16, 1996 on our audits of the financial statement schedule for the years ended December 31, 1995, 1994 and 1993 of The Allen Group Inc., which report appears on page 14 in this Annual Report on Form 10-K. We also consent to the references to our firm in the above-mentioned Prospectuses under the caption "EXPERTS". COOPERS & LYBRAND L.L.P. Cleveland, Ohio March 29, 1996 CONSENTS OF INDEPENDENT ACCOUNTS (Continued) We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-8658) and the related Prospectus of The Allen Group Inc. of our report dated April 25, 1996 on our audits of the financial statements of The Allen Group Inc. Employee Stock Savings Plan as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and 1993, which report is included in the Annual Report on Form 11-K of The Allen Group Inc. Employee Stock Savings Plan, a copy of which is filed as Exhibit Number 99(a) to this Annual Report on Form 10-K. Coopers & Lybrand, L.L.P. Cleveland, Ohio April 29, 1996 We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-53487 and 2-99919) and the related Prospectuses of The Allen Group Inc. of our report dated April 25, 1996 on our audits of the financial statements of The Allen Group Inc. Employee Before-Tax Savings Plan as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992, which report is included in the Annual Report on Form 11-K of The Allen Group Inc. Employee Before-Tax Savings Plan, a copy of which is filed as Exhibit Number 99(b) to this Annual Report on Form 10-K. Coopers & Lybrand, L.L.P. Cleveland, Ohio April 29, 1996 EX-99 2 EXHIBIT 99 (b) 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 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ______ to ______ Commission file number 1-6016 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN (the "Plan") B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: THE ALLEN GROUP INC. (the "Company") 25101 Chagrin Boulevard Beachwood, Ohio 44122 THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN FORM 11-K (For the fiscal year ended December 31, 1995) Table of Contents Page Financial Statements (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1995 and 1994 4 - 5 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1994 and 1995 6 - 14 (iv) Notes to Financial Statements 15 - 24 Schedules are omitted because they are not required or not applicable or because the information is furnished elsewhere in the financial statements or the notes thereto. REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Before-Tax Savings Plan Committee and the Participants in The Allen Group Inc. Employee Before-Tax Savings Plan: We have audited the accompanying statements of financial condition of THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of December 31, 1995 and 1994, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1995. 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 financial condition of THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of December 31, 1995 and 1994 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1995 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 Fund information in the statements of financial condition and the statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and changes in plan equity of each fund. The Fund 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. COOPERS & LYBRAND L.L.P. Cleveland, Ohio April 25, 1996 THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 1995 AND 1994
Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Hartford Income Income Growth Stock Fixed-Income Sub-Total Portfolio Fund Fund Fund Fund (To Page 5) December 31, 1995 Investments, at market value (Note 3) $ - $3,243,579 $2,988,236 $7,161,566 $3,236,892 $16,630,273 Loans receivable from participants (Note 6) - - - - - - Contribution receivable (Note 4): Participants - 49,129 55,313 98,140 - 202,582 Company - 48,681 65,813 158,119 - 272,613 Other receivables 137 5,753 5,242 13,994 77 25,203 Cash and equivalents 107 - - 55,883 17,128 73,118 Other payables - - - (8,088) - (8,088) Plan Equity, End of Year $ 244 $3,347,142 $3,114,604 $7,479,614 $3,254,097 $17,195,701 December 31, 1994 Investments, at market value (Note 3) $2,102,640 $2,037,464 $1,851,069 $5,425,976 $4,226,733 $15,643,882 Loans receivable from participants (Note 6) - - - - - - Contribution receivable (Note 4): Participants 49,849 68,779 124,985 48,320 - 291,933 Company 49,139 35,516 41,102 179,453 1,165 306,375 Other receivables 39,057 12,848 10,074 47,655 1,532 111,166 Cash and equivalents 70,846 49,084 49,203 53,228 70,588 292,949 Other payables (3,270) (3,105) (2,940) (8,139) (6,068) (23,522) Plan Equity, End of Year $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 1995 AND 1994
Carryforward TransPro Morley Participant Total Common Stock Stable Loan (From Page 4) Fund Fund Account Total December 31, 1995 Investments, at market value (Note 3) $16,630,273 $ 152,023 $2,644,254 $ - $19,426,550 Loans receivable from participants (Note 6) - - - 982,716 982,716 Contribution receivable (Note 4): Participants 202,582 - 32,125 - 234,707 Company 272,613 - 33,899 - 306,512 Other receivables 25,203 - 11,186 - 36,389 Cash and equivalents 73,118 11,771 - - 84,889 Other payables (8,088) - (44,245) (30,204) (82,537) Plan Equity, End of Year $17,195,701 $ 163,794 $2,677,219 $ 952,512 $20,989,226 December 31, 1994 Investments, at market value (Note 3) $15,643,882 $ - $ - $ - $15,643,882 Loans receivable from participants (Note 6) - - - 1,002,668 1,002,668 Contribution receivable (Note 4): Participants 291,933 - - - 291,933 Company 306,375 - - - 306,375 Other receivables 111,166 - - 152 111,318 Cash and equivalents 292,949 - - 78,485 371,434 Other payables (23,522) - - (14,902) (38,424) Plan Equity, End of Year $16,622,783 $ - $ - $1,066,403 $17,689,186 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Hartford Income Income Growth Stock Fixed-Income Sub-Total Portfolio Fund Fund Fund Fund (To Page 9) 1993 Plan Equity, January 1, 1993 $1,547,957 $1,756,079 $1,324,581 $3,484,661 $ - $8,113,278 Contributions (Note 4) 201,051 243,129 200,665 730,244 - 1,375,089 Investment income: Dividends 5,611 49,347 - 26,381 - 81,339 Interest 80,840 17,293 82,315 485 - 180,933 Net appreciation in the fair value of investments - 61,167 99,136 2,438,171 - 2,598,474 Withdrawals and dis- tributions (Note 5) (639,428) (789,923) (673,986) (3,724,336) - (5,827,673) Interfund Activity: Interfund transfers 55,106 (114,561) (97,940) 124,248 - (33,147) Interfund loans 17,774 13,430 11,851 (6,336) - 36,719 Cumulative change in accounting principle (Note 2) 3,747 1,172 1,211 50,842 - 56,972 Plan Equity, December 31, 1993 (to Page 7) $1,272,658 $1,237,133 $ 947,833 $3,124,360 $ - $6,581,984 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995 Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Hartford Income Income Growth Stock Fixed-Income Sub-Total Portfolio Fund Fund Fund Fund (To Page 10) Plan Equity, December 31, 1993 (from Page 6) $1,272,658 $1,237,133 $ 947,833 $3,124,360 $ - $ 6,581,984 1994 Contributions (Note 4) 406,474 387,887 436,287 1,015,728 130,688 2,377,064 Investment income: Dividends - - - 35,356 - 35,356 Interest 82,284 83,334 28,964 - 298,890 493,472 Net appreciation (depre- ciation) in the fair value of investments - (99,318) (50,771) 1,301,653 - 1,151,564 Withdrawals and dis- tributions (Note 5) (97,050) (59,506) (56,649) (160,532) (411,203) (784,940) Administrative expenses (3,270) (3,105) (2,940) (10,184) (18,062) (37,561) Interfund Activity: Interfund transfers (9,163) 7,446 29,854 (17,970) (92,738) (82,571) Interfund loans 6,921 (75,557) (58,952) 23,845 (89,954) (193,697) Rollover of ATG Funds to Allen Funds (Note 1) 649,407 722,272 799,867 434,237 (26,673) 2,579,110 Rollover from ATG Savings and Incentive Plan (Note 1) - - - - 4,503,002 4,503,002 Plan Equity, December 31, 1994 (to Page 8) $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Hartford Income Income Growth Stock Fixed-Income Sub-Total Portfolio Fund Fund Fund Fund (To Page 11) Plan Equity, December 31, 1994 (from Page 7) $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783 1995 Contributions (Note 4) 354,783 524,288 544,367 1,624,657 21,251 3,069,346 Investment income: Dividends - 172,995 260,187 39,775 - 472,957 Interest 139,474 1,587 1,740 5,077 234,076 381,954 Spin-off distribution (Note 8) - - - - - - Other income - - - 44,836 4,180 49,016 Net appreciation (depre- ciation) in the fair value of investments - 526,252 274,750 (425,550) - 375,452 Withdrawals and dis- tributions (Note 5) (333,690) (238,287) (209,210) (553,210) (253,100) (1,587,497) Administrative expenses (39,410) (8,141) (1,790) (27,797) (47,259) (124,397) Interfund Activity: Interfund transfers (2,444,355) 182,057 177,541 954,763 (788,654) (1,918,648) Interfund loans 15,181 (14,195) (6,474) 70,570 (210,347) (145,265) Plan Equity, December 31, 1995 $ 244 $3,347,142 $3,114,604 $7,479,614 $3,254,097 $17,195,701 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Carryforward TransPro Morley Participant Total Common Stock Stable Loan Sub-Total (From Page 6) Fund Fund Account (To Page 12) 1993 Plan Equity, January 1, 1993 $8,113,278 $ - $ - $ 253,072 $8,366,350 Contributions (Note 4) 1,375,089 - - - 1,375,089 Investment income: Dividends 81,339 - - - 81,339 Interest 180,933 - - 13,451 194,384 Net appreciation in the fair value of investments 2,598,474 - - - 2,598,474 Withdrawals and dis- tributions (Note 5) (5,827,673) - - - (5,827,673) Interfund Activity: Interfund transfers (33,147) - - 33,147 - Interfund loans 36,719 - - (36,719) - Cumulative change in accounting principle (Note 2) 56,972 - - - 56,972 Plan Equity, December 31, 1993 (to Page 10) $6,581,984 - - $ 262,951 $6,844,935 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Carryforward TransPro Morley Participant Total Common Stock Stable Loan Sub-Total (From Page 7) Fund Fund Account (To Page 13) Plan Equity, December 31, 1993 (from Page 9) $ 6,581,984 $ - $ - $ 262,951 $ 6,844,935 1994 Contributions (Note 4) 2,377,064 - - - 2,377,064 Investment income: Dividends 35,356 - - - 35,356 Interest 493,472 - - 17,950 511,422 Net appreciation (depre- ciation) in the fair value of investments 1,151,564 - - - 1,151,564 Withdrawals and dis- tributions (Note 5) (784,940) - - - (784,940) Administrative expenses (37,561) - - (1,675) (39,236) Interfund Activity: Interfund transfers (82,571) - - 5,446 (77,125) Interfund loans (193,697) - - 207,539 13,842 Rollover of ATG Funds to Allen Funds (Note 1) 2,579,110 - - - 2,579,110 Rollover from ATG Savings and Incentive Plan (Note 1) 4,503,002 - - 574,192 5,077,194 Plan Equity, December 31, 1994 (To Page 11) $16,622,783 $ - $ - $1,066,403 $17,689,186 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995 Carryforward TransPro Morley Participant Total Common Stock Stable Loan Sub-Total (From Page 8) Fund Fund Account (To Page 14) Plan Equity, December 31, 1994 (from Page 10) $16,622,783 $ - $ - $ 1,066,403 $17,689,186 1995 Contributions (Note 4) 3,069,346 - 147,826 - 3,217,172 Investment income: Dividends 472,957 - - - 472,957 Interest 381,954 119 812 96,715 479,600 Spin-off distribution (Note 8) - 847,930 - - 847,930 Other income 49,016 - - - 49,016 Net appreciation (depre- ciation) in the fair value of investments 375,452 (142,249) 3,937 - 237,140 Withdrawals and dis- tributions (Note 5) (1,587,497) (31,561) (2,734) (213,338) (1,835,130) Administrative expenses (124,397) (3) (44,245) - (168,645) Interfund Activity: Interfund transfers (1,918,648) (510,442) 2,559,110 (130,020) - Interfund loans (145,265) - 12,513 132,752 - Plan Equity, December 31, 1995 $17,195,701 $ 163,794 $2,677,219 $ 952,512 $20,989,226 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Twentieth Twentieth Carryforward Century Century Vanguard Total Ultra Select Fixed (From Page 9) Fund Fund Fund Total 1993 Plan Equity, January 1, 1993 $8,366,350 $ - $ - $ - $8,366,350 Contributions (Note 4) 1,375,089 - - - 1,375,089 Investment income: Dividends 81,339 - - - 81,339 Interest 194,384 - - - 194,384 Net appreciation in the fair value of investments 2,598,474 - - - 2,598,474 Withdrawals and dis- tributions (Note 5) (5,827,673) - - - (5,827,673) Interfund Activity: Interfund transfers - - - - - Interfund loans - - - - - Cumulative change in accounting principle (Note 2) 56,972 - - - 56,972 Plan Equity, December 31, 1993 (to Page 13) $6,844,935 $ - $ - $ - $6,844,935 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Twentieth Twentieth Carryforward Century Century Vanguard Total Ultra Select Fixed (From Page 10) Fund Fund Fund Total Plan Equity, December 31, 1993 (from Page 12) $ 6,844,935 $ - $ - $ - $6,844,935 1994 Contributions (Note 4) 2,377,064 44,921 35,848 25,655 2,483,488 Investment income: Dividends 35,356 - - - 35,356 Interest 511,422 3,209 2,665 45,792 563,088 Net appreciation (depre- ciation) in the fair value of investments 1,151,564 (79,579) (72,737) (95,267) 903,981 Withdrawals and dis- tributions (Note 5) (784,940) (155,351) (219,756) (38,751) (1,198,798) Administrative expenses (39,236) (1,453) (1,366) (1,086) (43,141) Interfund Activity: Interfund transfers (77,125) 33,803 6,067 37,255 - Interfund loans 13,842 (3,984) 2,447 (12,305) - Rollover of ATG Funds to Allen Funds (Note 1) 2,579,110 (957,537) (902,859) (718,714) - Rollover from ATG Savings and Incentive Plan (Note 1) 5,077,194 1,115,971 1,149,691 757,421 8,100,277 Plan Equity, December 31, 1994 (to Page 14) $17,689,186 $ - $ - $ - $17,689,186 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY DECEMBER 31, 1993, 1994 AND 1995
Twentieth Twentieth Carryforward Century Century Vanguard Total Ultra Select Fixed (From Page 11) Fund Fund Fund Total Plan Equity, December 31, 1994 (from Page 13) $17,689,186 $ - $ - $ - $17,689,186 1995 Contributions (Note 4) 3,217,172 - - - 3,217,172 Investment income: Dividends 472,957 - - - 472,957 Interest 479,600 - - - 479,600 Spin-off distribution (Note 8) 847,930 - - - 847,930 Other income 49,016 - - - 49,016 Net appreciation in the fair value of investments 237,140 - - - 237,140 Withdrawals and dis- tributions (Note 5) (1,835,130) - - - (1,835,130) Administrative expenses (168,645) - - - (168,645) Interfund Activity: Interfund transfers - - - - - Interfund loans - - - - - Plan Equity, December 31, 1995 $20,989,226 $ - $ - $ - $20,989,226 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. OPERATIONS The Allen Group Inc. Employee Before-Tax Savings Plan (the "Plan") is designed to offer employees of The Allen Group Inc. (the "Company"), who choose to participate, a form of savings that allows for a deferral of current income taxes while saving for retirement. The Plan is administered by The Allen Group Inc. Employee Before-Tax Savings Plan Committee (the "Committee") which is comprised of management personnel and officers of the Company. Effective January 1, 1994, the Company merged the Allen Telecom Group, Inc. ("ATG") Savings and Incentive Plan (formerly the Alliance Telecommunications Corporation Savings and Incentive Plan) (the "ATG Plan") into the Plan. As a result of the merger, all assets and liabilities of the ATG Plan were transferred to the Plan as of the effective date, and the Plan was amended such that all ATG Plan participants became participants of the Plan. Subsequent to the initial transfer, the former ATG Plan participants were directed to reallocate contributions into The Allen Group Inc. Before-Tax Savings Plan investment funds as the former ATG Plan investment funds were planned to be discontinued. During the reallocation process, however, it was determined that significant penalties would be incurred if the Hartford Fixed- Income Fund were fully liquidated at that time. As a result, the Company decided to maintain the Hartford Fixed-Income Fund as an investment option for all Plan participants in 1994 and 1995. In 1996, the Hartford Fund was liquidated with the applicable transaction fees being paid by the Company. In addition, all ATG Plan participant loan account balances were transferred into the Allen Participant Loan Account as of December 31, 1994. 2. SUMMARY OF ACCOUNTING POLICIES Participants' contributions to the Plan are invested by the Trustee (The Charles Schwab Trust Company) in the Investment Funds (described in Note 4), which include the Allen Common Stock Fund, as directed by participants. The Company's contributions to the Plan, if any, are invested by the Trustee exclusively in the Allen Common Stock Fund, with the exception that, to avoid the retention of idle funds, investments are made in cash equivalent securities prior to investment in such Investment Funds. Investments are stated at market value. Shares in the Allen Common Stock Fund and TransPro, Inc. Common Stock Fund (See Note 8) are valued at the last sale price of the respective Company's common stock on the New York Stock Exchange Composite Tape on the last business day of the year. Investments in the Fidelity Equity-Income Fund, Inc., Fidelity Retirement Growth Fund and the Morley Stable Value Fund are valued at their respective net asset value per unit as quoted by the National Association of Security Dealers on the last business day of the year. During 1995, there was a conversion of plan assets in the Fidelity Managed Income Portfolio to the Morley Stable Value Fund. In addition, effective November 1, 1995, contributions previously directed to the Hartford Fixed-Income Fund are being invested in the Morley Stable Value Fund. Previously, investments in the Fidelity Managed Income Portfolio were valued at cost plus accrued interest which approximated market value. The Hartford Fixed-Income Fund consists of a deposit administration contract with the ITT Hartford Life Insurance Company ("Hartford") which maintained the contributions in a pooled account. The investment is included in the accompanying financial statements at December 31, 1995 at the contract value reported to the Plan by Hartford. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to purchase withdrawal annuities and pay administrative expenses. Funds under the contract that have been allocated and applied to purchase annuities (that is, Hartford is obligated to pay the related benefits and not the Plan) are excluded from the Plan's assets. The Plan uses the accrual method for recognizing contributions and investment income. Prior to 1993, the Plan also used the accrual method for recognizing undistributed withdrawals. However, this method of accounting was changed in 1993 to conform with professional guidance issued by the American Institute of Certified Public Accountants and, as a result, the Plan no longer accounts for amounts owed to withdrawing but unpaid former participants and participant loans in process as liabilities. The financial statements for the year ended December 31, 1993 include the cumulative change in accounting principle in the statement of income and changes in plan equity. Dividends are accrued on the ex-dividend date. Withdrawals and distributions are valued using current market prices at the time withdrawals and distributions are made. The Plan presents in the statements of income and changes in plan equity the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. During 1994, the Plan was amended such that all administrative expenses are now paid by the Plan from Forfeiture Funds, to the extent that Forfeiture Funds are available; otherwise, administrative expenses will be paid directly by the Plan, unless the Company elects to pay any such costs. Prior to this amendment, all expenses of administering the Plan, including the Trustee's fees, were paid by the Company. In addition, there is a fixed charge of $50 for second and third loan applications which is borne by those specific individuals who choose to have more than one loan outstanding. Brokerage commissions and other expenses relating to the sale of the Investment Funds for the account of any participant in connection with a withdrawal or distribution from the Plan are deducted from the proceeds of the sale. 3. INVESTMENTS The cost, market value and net asset value per unit/share at December 31, 1995 and 1994 for the respective Investment Funds (see Note 4) were as follows:
December 31, 1995 Net Asset Market Value Per Cost Value Unit/Share Fidelity Equity-Income Fund, Inc. (85,515 units) $ 2,698,995 $ 3,243,579 $37.93 Fidelity Retirement Growth Fund (164,279 units) 2,887,368 2,988,236 $18.19 Allen Common Stock Fund (320,070 shares) 4,788,384 7,161,566 $22.38 Hartford Fixed-Income Fund 3,236,892 3,236,892 - TransPro Common Stock Fund (14,308 shares) 294,272 152,023 10.63 Morley Stable Value Fund (234,224 units) 2,570,111 2,644,254 11.29 $16,476,022 $19,426,550
December 31, 1994 Net Asset Market Value Per Cost Value Unit/Share Fidelity Managed Income Portfolio (2,102,640 units) $ 2,102,640 $ 2,102,640 $1.00 Fidelity Equity-Income Fund, Inc. (66,366 units) 2,019,132 2,037,464 $30.70 Fidelity Retirement Growth Fund (113,982 units) 2,024,951 1,851,069 $16.24 Allen Common Stock Fund (227,266 shares) 2,600,864 5,425,976 $23.88 Hartford Fixed-Income Fund 4,226,733 4,226,733 - $12,974,320 $15,643,882
4. CONTRIBUTIONS Participation in the Plan is voluntary, and all employees (full-time and part-time, salaried, hourly and union employees, only if pursuant to a collective bargaining agreement) of the Company and its subsidiaries in the United States (other than its territories and possessions) who were employees on October 1, 1985 or who thereafter have completed six months of employment are eligible to be participants. In addition, as discussed in Note 1, any employee who was a participant of the ATG Plan on December 31, 1993 became a participant of the Plan as of January 1, 1994. Effective May 1, 1994, the Plan was amended to extend the eligibility participation period from six months to twelve months for employees of the Company's wholly owned subsidiary MARTA Technologies, Inc. ("MARTA"). The Plan was amended as of January 1, 1994 so that effective March 1, 1994 a participant may contribute to the Plan in each month any whole percentage of his or her compensation he or she selects for such month which is not less than 1% or more than 17% of his or her compensation for such month. Prior to this date the maximum allowable contribution percentage was 12% on a before-tax basis. The Plan was also amended to entitle participants to make after-tax contributions of not less than 1% nor more than 12% of his or her compensation. In any event, a participants' contributions may not, in the aggregate, exceed 18% of his or her compensation. Compensation includes base salary, overtime earnings, bonuses (other than bonus payments under the Company's Key Management Deferred Bonus Plan or any successor or similar plan) and commissions. In addition, a participants' individual allowable contributions may be limited by various other government regulations. Contributions by participants may be made only through periodic payroll deductions. In addition to the above, the Plan was amended in 1994 to provide the Company's Comsearch division ("Comsearch") an annual profit sharing contribution to each participant who is employed on the last day of the Plan year an amount equal to 3% of the participant's Plan year compensation. The profit sharing contribution is allocated among the investment funds at the participant's direction. This benefit is in lieu of Comsearch participating in an employer sponsored defined benefit pension plan. Unless the Company increases, decreases or suspends its monthly contributions in accordance with the terms of the Plan, the Company makes a monthly contribution for each participant equal to 25% of the first 1%, 25% of the second 1%, and 50% of the third 1%, of compensation contributed by the participant during such month, up to a maximum Company contribution of $1,200 per year. As soon as practicable after the end of each month, the participants' and the Company's contributions are forwarded to the Trustee for investment. Company contributions to the Allen Common Stock Fund relating to the Company match included in the statements of income and changes in plan equity were $373,917, $312,262 and $185,711 for the years ended December 31, 1995, 1994 and 1993, respectively. In addition, the profit-sharing contribution, noted above, included in the statement of income and changes in plan equity for the years ended December 31, 1995 and 1994 was $275,852 and $224,233, respectively. Participants' contributions to the Plan are invested by the Trustee, as directed by the participant, in one investment fund or divided among two or more funds, with such funds (the "Investment Funds") comprised of the following:
Number of Participants as of December 31, 1995 1994 (i) Fidelity Managed Income Portfolio: is intended to be a more conservative Investment Fund; invests in a portfolio of investment contracts issued by insurance companies, banks, or other financial institutions; - 693 (ii) Fidelity Equity-Income Fund: seeks reasonable income by investing primarily in income-producing equity securities; 755 595 (iii) Fidelity Retirement Growth Fund: seeks capital appreciation by investing primarily in the common stock of companies operating in the United States and/or abroad, although bonds and preferred stock may also be purchased by the Fund; 744 541 (iv) Allen Common Stock Fund: consists solely of shares of common stock (par value $1.00 per share) of the Company; 1,309 1,115 (v) Hartford Fixed-Income Fund: intended to provide a predictable rate of return; Hartford guarantees contributions against financial loss; 397 434 (vi) Morley Stable Value Fund: is intended to remain stable regardless of stock and bond market fluctuations; invests in a portfolio of investment contracts issued by insurance companies, banks and corporations; synthetic or alternative investment contracts, collective investment pools and money market instruments; 749 - (vii) TransPro, Inc. Common Stock Fund: consists solely of shares of common stock of TransPro, Inc. resulting from the Truck Products Spin- Off (see Note 8). 265 -
The total number of participants in the Plan is less than the sum of participants shown above due to participation in multiple Investment Funds by participants. A participant may change Investment Funds as to any future participant contributions through use of a toll free telephone number at any time. Such change will be effective as soon as practicable after the Plan is notified. A participant may transfer all or part of the value of his existing Participant Contribution Account (Note 5) between Investment Funds once per month through use of a toll free telephone number which transfer will be effective as soon as practicable after notification by the sale of part or all of the Investment Fund or Funds out of which the participant is transferring and the investment of the cash proceeds of such sale in the Investment Fund or Funds to which the participant is transferring. However, the Hartford and Managed Income Funds have certain restrictions on direct transfers between Funds. The brokerage fees, if any, of such sales and investments are paid by the individual participant making the transfer. The Committee may at any time or from time to time, in its sole discretion, add or delete funds in which participant contributions may be invested. Participant contributions to the Plan are invested by the Trustee in the Investment Funds as directed by participants, and Company contributions to the Plan (with the exception of the profit-sharing contribution noted previously) are invested by the Trustee exclusively in the Allen Common Stock Fund, with the exception that, to avoid the retention of idle funds, such participant and Company contributions may be invested in cash equivalent securities for periods generally not exceeding 30 days prior to investment in the Allen Common Stock Fund or the other Investment Funds. While such contributions are invested in cash equivalent securities, interest is generally accrued until the contributions are allocated to the respective Investment Funds. Participants' before-tax contributions to the Allen Common Stock Fund and Company matching contributions are used by the Trustee to purchase treasury shares provided by the Company at a price which is 15% below prevailing market price at the time of purchase. During 1995, 1994 and 1993, the Trustee purchased from the Company 61,781, 54,504 and 108,880 shares, respectively, of common stock for the accounts of participants in the Plan. In addition, at December 31, 1995, the Company had authorized and made available for purchase by the Plan shares of its common stock held in treasury shares at 15% below prevailing market prices. The Trustee purchases shares of the Company's common stock for transactions other than purchases for before-tax contributions and Company matching contributions in open market transactions. In addition, the Trustee purchases shares or other units of the other Investment Funds (as directed by the participants) on a national securities exchange at market prices current at the time of purchase or in such other manner as the Trustee, in the sole discretion, may determine. The Company has no control over the times or prices at which the Trustee makes such purchases and investments or the amounts thereof, and the number of shares or units purchased depends on the prices paid by the trustee. 5. VESTING AND WITHDRAWALS Pursuant to the Plan, investments acquired with the participant's contributions are segregated in the Participant Contribution Account, and investments acquired with the Company's contributions are segregated in the Employer Contribution Account. Cash dividends, interest and investment earnings paid on the investments in each of the participant's accounts are automatically reinvested in the respective Investment Funds to which they relate. Each participant's interest in his or her Participant Contribution Account and the Company match portion of the Employer Contribution Account is always fully vested. The aforementioned Comsearch profit-sharing contributions vest in equal amounts over the period of three to seven years of credited service. Except for permitted withdrawals and hardship distributions, the participant's investments are distributable only when employment terminates. A participant, or the beneficiary of a deceased participant, is entitled to receive the aggregate value of the participant's shares and units held under the Plan if employment is terminated for any reason, including death, disability or retirement. While employed by the Company or a subsidiary, a participant may withdraw all or any part of his or her before-tax Participant Contribution Account and his or her Employer Contribution Account only in cases of financial hardship or after attaining age 59-1/2. After-tax contributions may be withdrawn from the Plan once a year in an amount no less than $250. In cases of financial hardship where a participant requires funds to meet an immediate, heavy financial need and has no other resources reasonably available to meet that need, he or she may request the Committee to authorize a withdrawal by him or her from his or her Participant Contribution Account and Employer Contribution Account. The Committee relies on Internal Revenue Service ("IRS") guidelines to determine if financial hardship exists and to determine the amount, if any, of the withdrawal to be made by the participant. In addition, after attaining 59-1/2, a participant may withdraw all or a portion of his or her Participant and Employer Contribution accounts for any reason without penalty. Any amounts not vested and not eligible for withdrawal at termination of a participant's employment are available to the Plan to pay administrative costs and reduce Company contributions. Shares or units withdrawn and distributed in 1995, 1994 and 1993 by participants from the respective Investments Funds were as follows (former ATG Plan funds include shares transferred to the Allen Plan funds in 1994):
1995 1994 1993 Fidelity Managed Income Portfolio 333,690 314,915 627,759 Fidelity Equity-Income Fund 8,097 5,682 42,808 Fidelity Retirement Growth Fund 13,049 6,983 124,672 Allen Common Stock Fund 19,526 25,396 80,303 Hartford Fixed-Income Fund ($) 253,100 599,495 - TransPro Common Stock Fund 3,348 - - Twentieth Century Select Fund - 29,646 - Twentieth Century Ultra Fund - 53,731 - Vanguard Fixed Fund - 101,714 - Morley Stable Value Fund 245 - -
Benefit obligations for persons who have withdrawn from participation in the Plan (with the exception of participants affected by the Spin-off discussed in Note 8) but are unpaid as of year-end are as follows at December 31, 1995 and 1994:
1995 1994 Fidelity Managed Income Portfolio $ - $ 57,922 Fidelity Equity-Income Fund 40,211 40,155 Fidelity Retirement Growth Fund 18,164 11,556 Allen Common Stock Fund 65,223 35,341 Hartford Fixed-Income Fund 36,762 141,393 Morley Stable Value Fund 29,601 - $189,961 $286,367
6. PARTICIPANT LOAN ACCOUNT The Plan permits participants to borrow up to 50% of the value of his/her Investment Funds including employer contributions. As more fully described in the "Loan Rules" of the Plan, participants must meet certain minimum qualifications to obtain a loan, and loans must be for a minimum of $500 and cannot exceed $50,000. The term of the loan can be for any period of time up to 60 months as selected by the participant; such loans bear interest at the prime rate charged by the Company's principal lending banks plus 1% at the time the loan is made and will carry such interest rate throughout their terms. Monthly principal and interest repayments (done automatically through payroll deductions) are credited to the participant's own account and are reinvested in the Investment Funds in the same manner as the participant's contributions are invested. A participant may have up to three loans outstanding at any one time. If a loan is declared in default (as defined in the "Loan Rules" of the Plan), the entire outstanding principal balance will become immediately due and payable, and if not immediately paid the loan will be canceled and the outstanding balance will be treated as a distribution or withdrawal from the Plan depending upon the participant's tax circumstances. The Plan Committee, in its sole discretion, may take such action it considers appropriate to collect the unpaid principal and the accrued interest on a defaulted loan. Funds for a loan will be obtained from the net proceeds, after the payment of brokerage commissions, of the sale of a sufficient number of units or shares in the participant's Investment Fund account. 7. FEDERAL INCOME TAXES The Company received a determination from the IRS on August 15, 1995 that the Plan is a qualified plan under Section 401(a) and 401(k) of the Internal Revenue Code. Accordingly, the Plan has not been subject to federal income taxes, and employer and participant contributions and earnings of the Plan have not been subject to U.S. income taxes until distributed to the participants. Early withdrawals or distributions may subject the participant to certain tax penalties. The Plan was amended subsequent to receiving the most recent IRS determination letter; however, the Plan Committee does not believe such amendments affect the Plan's tax status. 8. SPIN-OFF OF TRUCK PRODUCTS BUSINESS On September 8, 1995, the Company's Board of Directors declared a spin-off distribution of 100% of the common shares of a newly formed wholly owned subsidiary, TransPro, Inc. ("TransPro") to the Company's common shareholders of record at the close of business on September 29, 1995 (the "Spin-off"). Common shares were distributed on the basis of one share of TransPro Common stock for every four shares of the Company's common stock. Prior to the Spin-Off, the Company contributed to TransPro cash, the ownership interests in the net assets and liabilities of its Crown and G&O Manufacturing Company divisions and the stock of AHTP II, Inc. and Allen Heat Transfer Products, Inc., which owned the Company's partnership joint venture interest in GO/DAN Industries ("GDI"). These entities comprised the Company's Truck Products Business (the "Business"). Following the distribution, TransPro became an independent, publicly traded corporation. As a result, the Plan was amended such that shares of TransPro issued as a dividend on Allen common stock pursuant to the Spin-off were held in a separate account and were then subject to the subsequent investment direction by Participants prior to December 20, 1995. Any shares of TransPro held in the account of a Participant, other than a Participant transferred to TransPro, on December 20, 1995 were reinvested in Allen common stock. In addition, the Plan was amended such that any Participant who was a transferred employee as a result of the Spin-off, ceased to be a Plan Participant upon transfer of the related Plan assets to the successor Plan implemented by TransPro. The net assets and liabilities of approximately $1,623,000 (including 14,165 shares of TransPro common stock) were transferred in 1996. Accordingly, this amount will be included in withdrawals and distributions in the 1996 statement of income and changes in Plan equity. 9. SALE OF DIVISION Effective June 10, 1993, the Company sold to SPX Corporation the net assets of its automotive diagnostic test equipment business comprised of the Company's Allen Testproducts division (U.S. and Canada); Allen Group Electronics Puerto Rico Inc.; The Allen Group Leasing Corporation; and The Allen Testproducts division and related leasing operations of The Allen Group Canada Limited. In connection with this sale, the Plan assets and corresponding future liabilities relating to employees of the above mentioned entities were transferred to the purchaser in 1993. This transfer of funds has been included in the statement of income and changes in plan equity for 1993 as "withdrawals and distributions" and amounted to approximately $3,136,000. In addition, there was a subsequent reduction to the Participant Loan Account to adjust for loans transferred to SPX Corporation. This adjustment has been included in the statement of income and changes in plan equity for 1995 as "withdrawals and distributions" and amounted to approximately $175,000. EX-99 3 EXHIBIT 99 (a) 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 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ______ to ______ Commission file number 1-6016 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN (the "Plan") B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: THE ALLEN GROUP INC. (the "Company") 25101 Chagrin Boulevard Beachwood, Ohio 44122 THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN FORM 11-K (For the fiscal year ended December 31, 1995) Table of Contents Financial Statements (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1995 and 1994 4 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1995, 1994 and 1993 5 (iv) Notes to Financial Statements 6 - 8 Schedules are omitted because they are not required or not applicable or because the information is furnished elsewhere in the financial statements or the notes thereto. REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Stock Savings Plan Committee and the Participants in The Allen Group Inc. Employee Stock Savings Plan: We have audited the accompanying statements of financial condition of THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN as of December 31, 1995 and 1994, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1995. These financial statements are the responsi- bility 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 financial condition of THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN as of December 31, 1995 and 1994 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. As further discussed in Note 1 to the financial statements, the Plan was terminated in June, 1992 and the distribution of the related assets to participants was completed in December, 1995. In accordance with generally accepted accounting principles, the Plan has prepared its 1995, 1994 and 1993 financial statements using the liquidation basis of accounting. As described in Note 2 to the financial statements, in 1993 the Plan modified its accounting for amounts owed to withdrawing participants based upon recently issued professional guidance. COOPERS & LYBRAND, L.L.P. Cleveland, Ohio April 25, 1996 THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1995 AND 1994
1995 1994 Assets: Investment in common stock of The Allen Group Inc. at market value - 2,467 shares in 1994, (Note 2) $ - $ 58,900 Accrued interest and dividends receivable (Note 2) - 186 Cash and equivalents - 3,353 - 62,439 Liabilities: Accrued administrative expenses - 1,049 - 1,049 Plan equity $ - $ 61,390 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEARS ENDED December 31, 1995, 1994 AND 1993
1995 1994 1993 Investment income: Interest $ 190 $ 219 $ 5,157 Dividends 873 1,471 16,779 Net appreciation/adjustments in the fair value of investments (Note 1) 3,622 10,177 115,073 Net increase in plan equity 4,685 11,867 137,009 Less withdrawals, distribu- tions and forfeitures - 1995, 2,753 shares; 1994, 8,340 shares; and 1993, 155,941 shares; (66,075) (114,328) (3,226,118) Cumulative change in accounting principle (Note 2) - - 34,075 Change in plan equity for the year (61,390) (102,461) (3,055,104) Plan equity, beginning of year 61,390 163,851 3,218,955 Plan equity, end of year (Note 1) $ - $ 61,390 $ 163,851 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. PLAN TERMINATION The Company terminated The Allen Group Inc. Employee Stock Savings Plan ("the Plan") effective June 30, 1992 and completed the final distribution to participants in December 1995. Prior to liquidation, participants were granted the option of receiving their respective portion of the Plan's assets in a lump sum distribution, in cash or in shares, in an annuity or as a rollover into the Company's Employee Before-Tax Savings Plan. Such requests were handled accordingly and included tax considerations for withholding and penalties, depending on the distribution option selected. The Company devised a format to distribute the Plan's remaining forfeiture shares to the participants. Eligibility for receiving these shares was based on participation in the Plan as of March 31, 1993. In connection with this distribution, the Company developed a graduated scale so that each participant was guaranteed at least one forfeiture share. This format allocated a disproportionately larger benefit to the small shareholders rather than bias the distribution in favor of highly compensated employees who generally held a larger number of shares. At December 31, 1993, the majority of the Plan's assets were distributed. During 1994, a small distribution took place, and in 1995, the final distribution of the Plan's assets was completed. Accordingly, these financial statements represent the final statements for this Plan and were prepared on the liquidation basis of accounting. 2. SUMMARY OF ACCOUNTING POLICIES The Plan invested exclusively in shares of common stock of the Company, with the exception that, to avoid the retention of idle funds, investments were made in cash equivalent securities for periods generally not exceeding 30 days prior to investment in such shares. The investment in such common stock was stated at market value based upon the last sale price of the Company's common stock on the New York Stock Exchange Composite Tape on the last business day of the year. At December 31, 1994, the market value of such investments exceeded cost by $57,588; the related cost of these investments was $1,312. The Plan's statements of income and changes in plan equity include the net appreciation (depreciation) in the fair value of its investments, which consisted of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. The Plan used the accrual method for recognizing contributions, withdrawals and investment income. Dividends were accrued on the ex-dividend date. Withdrawals, distributions and forfeitures were valued on a liquidation basis for distributions made in 1995, 1994 and 1993. The Company's Trustee purchased and disposed of shares of the Company's common stock on the New York Stock Exchange (the "Exchange") at current market prices or in any other manner that the Trustee deemed appropriate, including purchases from the Company. The Company had no control over the times or prices at which the Trustee made such transactions or the amounts thereof, and the number of shares purchased depended on the price paid by the Trustee. Based upon the Accounting and Auditing Guide (with conforming changes as of May 31, 1993), "Audits of Employee Benefit Plans," issued by the American Institute of Certified Public Accountants, the Plan did not account for amounts owed to withdrawing but unpaid former participants and participant loans in process as Plan liabilities. Amounts allocated to the accounts of such former participants totaled $34,075 as of December 31, 1992 and were reflected as a cumulative change in accounting principle in the statement of income and changes in plan equity for the year ended December 31, 1993. All expenses of administering the Plan, including the Trustee's fees and brokerage commissions on stock purchases, were paid by the Plan. Brokerage commissions and other expenses incurred in the sale of shares for the account of any participant were deducted from the proceeds of the sale. Participation in the Plan was voluntary prior to June 30, 1992, and all employees (full-time and part-time, salaried, hourly, foreign and domestic) of the Company and its subsidiaries were eligible to be participants. Due to the termination of the Plan, participant contributions ceased at June 30, 1992. In accordance with the terms of the Plan, the Company has not made monthly contributions since February 1, 1988. 3. VESTING, WITHDRAWALS AND FORFEITURES The option to withdraw, with certain limitations, all or any part of the shares in a Participant's Account including all or any part of the vested shares in his or her Employer Account, was available to all participants through April, 1993. Prior to this period, however, distributions and permitted withdrawals were made in shares of the Company's common stock or from the net cash proceeds realized from the sale by the Trustee of the distributed or withdrawn shares, as the participant or his or her beneficiary elected. A participant who made such a withdrawal was subject to suspension from participation and could have forfeited some or all of the unvested shares purchased with the Company's contributions. In cases of financial hardship, as determined by the Committee which administered the Plan, a participant could withdraw shares within certain limits without such penalties. All unvested shares remaining in the Employer Account after a distribution or total withdrawal, other than a qualified hardship withdrawal, were transferred to the Forfeiture Fund maintained by the Trustee. After April 1993, the Company froze the assets in the Forfeiture Fund so that the Company could allocate and distribute such assets to the participants. (See Note 1.) 4. FEDERAL INCOME TAXES The Company received a favorable determination from the Internal Revenue Service that the Plan, as amended for termination effective June 30, 1992, was a qualified plan under Section 401(a) of the Internal Revenue Code. Accordingly, the Plan was not subject to federal income taxes, and employer contributions and earnings of the Plan were not subject to U.S. income taxes until distributed to the participants. However, depending on the distribution option selected by the participant at liquidation, the participant may be subject to tax penalties. -----END PRIVACY-ENHANCED MESSAGE-----