-----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, BIydRGAB6xlhkt5IYBQk65rnojbCVN6VJQOESJ54RUdq9Yxgka2WeSWLXk0EDO2S f015m5uXU5Uyuyw4VIBhPQ== 0000003721-94-000018.txt : 19940513 0000003721-94-000018.hdr.sgml : 19940513 ACCESSION NUMBER: 0000003721-94-000018 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94525236 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 10-K/A 1 10KA FOR 12/31/93 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 10-K/A (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, 1993 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, including area code (216) 765-5818 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. THE ALLEN GROUP INC. (Registrant) Dated: April 28, 1994 By: _______________________________ McDara P. Folan, III General Counsel and Secretary Page 1 of 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, 1994, are incorporated herein by reference to pages 13 to 29 of the Registrant's 1993 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, 1993, 1992 and 1991 Consolidated Balance Sheets at December 31, 1993 and 1992 Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1993, 1992 and 1991 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 3 of this Report relating to the financial statement schedules Schedule VIII - Valuation and Qualifying Accounts and Reserves, on page 4 of this Report Schedule X - Supplementary Income Statement Information, on page 5 of this Report Schedules other than that 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 11 hereof. (b) Reports on Form 8-K None. * 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. -2- 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 29 of the 1993 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 schedules listed in the Index on page 12 of this Form 10-K Annual Report. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND Cleveland, Ohio February 16, 1994 -3- THE ALLEN GROUP INC. SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 (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: 1993 $ 3,543 719 - 2,992(1)(2) $ 1,270 1992 $ 1,470 2,416 - 343(1) $ 3,543 1991 $ 2,111 465 - 1,106(1)(2) $ 1,470 Allowance for credit losses on lease receivables: 1993 $ 2,221 870 - 3,091(1)(2) $ - 1992 $ 1,894 2,100 - 1,773 $ 2,221 1991 $ 1,662 1,780 - 1,548 $ 1,894 Reserves for losses on lease receivables sold: 1993 $ 2,232 - - 2,232(2) $ - 1992 $ 2,592 808 - 1,168 $ 2,232 1991 $ 3,359 532 - 1,299 $ 2,592 Reserve for loss on unliquidated assets of discontinued European operations: 1993 $ 1,846 - - 1,239(3) $ 607 1992 $ 3,037 - - 1,191(3) $ 1,846 1991 $ 3,055 913 - 931(3) $ 3,037 Reserve for restructuring/ relocation costs: 1993 $ 1,282 - - 672(4) $ 610 1992 $ 1,800 250 - 768(4) $ 1,282 (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 and its automated manufacturing equipment operations sold in 1991. (3) Includes write-off of uncollectible accounts and net transaction adjustments. (4) Write-off of restructuring costs against reserve.
THE ALLEN GROUP INC. SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE THREE YEARS ENDED DECEMBER 31, 1993 (Amounts in Thousands)
Column A Column B Charged To Costs and Expenses Item 1993 1992 1991 Maintenance and repairs 2,904 2,199 1,394 Taxes, other than payroll and income taxes 1,769 2,106 1,815 Royalties 3,460 2,476 1,958 Advertising costs 3,642 2,242 1,412
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......................................... * (h) Certificate Eliminating $1.75 Convertible Exchangeable Preferred Stock, Series A................................ * (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)............................................. - _______________________ * Previously filed on March 31, 1994. -6- (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 February 17, 1994, among the Registrant, the Banks signatory thereto, and Bank of Montreal, as agent........................... * Additional information concerning Registrant's long- term debt is set forth in Note 2 of the Notes to Consolidated Financial Statements on pages 18 to 19 of Registrant's 1993 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 (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) The Allen Group Inc. 1970 Non-Qualified Stock Option Plan, as amended April 25, 1978, June 23, 1981 and February 19, 1985 (revised) (filed as Exhibit Number 10(a) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1985 (Commission file number 1-6016) and incorporated herein by reference)............................................... - (b) Amendment, dated November 3, 1987, to 1970 Non-Qualified Stock Option Plan (filed as Exhibit Number 10(b) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commis- sion file number 1-6016) and incorporated herein by reference) .............................................. - (c) 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)............ - (d) Amendment, dated as of December 4, 1990, to 1982 Stock Plan, as amended (filed as Exhibit No. 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) .......... - _______________________ * Previously filed on March 31, 1994. -7- (e) Form of Restricted Stock Agreement pursuant to 1982 Stock Plan, as amended (filed as Exhibit No. 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 No. 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) 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 officers, officers and division presidents...................................... * (h) 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 officers, officers and division presidents (filed as Exhibit No. 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)......................... - (i) 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) ................................... - (j) 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 incorporated herein by reference)...... - (k) The Allen Group Inc. Amended and Restated Key Management Deferred Bonus Plan (incorporating all amendments through February 27, 1992) (filed as Exhibit No. 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)..................................... - (l) Form of Restricted Stock Agreement pursuant to 1992 Stock Plan and Key Management Deferred Bonus Plan (filed as Exhibit No. 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).................... - (m) 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) ............................................. - _______________________ * Previously filed on March 31, 1994. -8- (n) 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) .......... - (o) 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 6-6016) and incorporated herein by reference) ................................... - (p) Amendment, dated May 14, 1991, to Key Employee Severance Policy adopted by the Registrant on November 3, 1987 (filed as Exhibit No. 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)............................................... - (q) 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) ................................... - (r) Amendment, dated as of February 27, 1992, of Employment Agreement, dated June 28, 1988, between the Registrant and Philip Wm. Colburn (filed as Exhibit No. 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)............ - (s) 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) .......................................... - (t) 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) .......................................... - (u) 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) .......................................... - (v) Insured Supplemental Retirement Benefit Agreement, dated as of September 4, 1985, between the Registrant and Philip Wm. Colburn (filed as Exhibit Number 10(l) -9- 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) Split Dollar Insurance Agreement, dated as of July 1, 1991, between the Registrant and Philip Wm. Colburn (filed as Exhibit No. 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...................................... - (x) 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) ... - (y) 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) ... - (z) 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) .......... - (aa) 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 No. 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) .......... - (bb) 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)..................................... - (cc) Supplemental Pension Benefit Agreement, dated as of June 25, 1991, between the Registrant and Robert G. Paul (filed as Exhibit Number 10(y) 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).................... - (dd) Form of Split Dollar Insurance Agreement, dated as of November 1, 1991, entered into by the Registrant with certain executive officers, officers and division presidents (filed as Exhibit No. 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......................... - -10- (ee) Form of Supplemental Pension Benefit Agreement, dated as of February 27, 1992, entered into by the Registrant with certain executive officers, officers and division presidents (filed as Exhibit No. 10(cc) 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......................... - (11) Statement re Computation of Earnings (Loss) Per Common Share ........................................... * (13) 1993 Annual Report to Stockholders**.................... * (21) Subsidiaries of the Registrant ......................... * (23) Consent of Independent Accountants ..................... 12 (99) (a) Annual Report on Form 11-K of The Allen Group Inc. Employee Stock Savings Plan for the fiscal year ended December 31, 1992... ....................... 14 (b) Annual Report on Form 11-K of The Allen Group Inc. Employee Before-Tax Savings Plan for the fiscal year ended December 31, 1992....................... 24 ________________________ * Previously filed on March 31, 1994. ** 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 11 to 29 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 -11- 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. 33-52420, 33-8658 and 2-99919) and the related Prospectuses of The Allen Group Inc. of (a) our report dated February 16, 1994 on our audits of the consolidated financial statements of The Allen Group Inc. as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991, which report has been incorporated by reference Report on Form 10-K from the 1993 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 29 therein, and (b) our report dated February 16, 1994 on our audits of the financial statement schedules for the years ended December 31, 1993, 1992 and 1991 of The Allen Group Inc., which report appears on page 13 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 Cleveland, Ohio March 28, 1994 -12- CONSENTS OF INDEPENDENT ACCOUNTANTS (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 18, 1994 on our audits of the financial statements of The Allen Group Inc. Employee Stock Savings Plan as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1991 and 1991, 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 Cleveland, Ohio April 28, 1994 We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 2-99919) and the related Prospectus of The Allen Group Inc. of our report dated April 18, 1994 on our audits of the financial statements of The Allen Group Inc. Employee Before-Tax Savings Plan as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991, which report is included in the Annual Report on 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 Cleveland, Ohio April 28, 1994 -13- EX-1 2 EXHIBIT TO 10KA EXHIBIT 28 (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, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period _____ 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, Suite 350 Beachwood, OH 44122 THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN FORM 11-K (For the fiscal year ended December 31, 1993) Table of Contents Financial Statements Page (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1993 and 1992 4 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1992 and 1991 5 (iv) Notes to Financial Statements 6 - 10 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, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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, 1993 and 1992 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As further discussed in Note 1 to the financial statements, the Board of Directors of The Allen Group Inc., the Plan's sponsor, voted to terminate the Plan effective June 30, 1992. In accordance with generally accepted accounting principles, the Plan has prepared its 1993 and 1992 financial statements using the liquidation basis of accounting. As described in Note 2 to the financial statements, the Plan has modified its accounting for amounts owed to withdrawing participants based upon recently issued professional guidance. COOPERS & LYBRAND Cleveland, Ohio April 18, 1994 THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1993 AND 1992 1993 1992 Assets: Investment in common stock of The Allen Group Inc. at market value - 8,446 shares (cost $101,957) in 1993; 128,291 shares (cost $1,605,737) in 1992 (Note 2) $ 153,084 $3,463,857 Contributions receivable from participants (Note 3) - 218 Accrued interest and dividends receivable (Note 2) - 7,872 Cash and equivalents 10,767 22,042 163,851 3,493,989 Liabilities: Forfeiture fund (Note 4) - 240,959 Undistributed terminations and withdrawals at market value (Notes 2 and 4) - 34,075 - 275,034 Plan equity $ 163,851 $3,218,955 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, 1993, 1992 AND 1991 1993 1992 1991 Participant contributions (Note 3) $ - $ 33,287 $ 73,586 Investment income: Interest 5,157 1,521 616 Dividends 16,779 30,073 16,684 Net appreciation in the fair value of investments 115,073 878,730 1,825,686 Net increase in plan equity 137,009 943,611 1,916,572 Less withdrawals, distribu- tions and forfeitures - 1993, 155,941 shares; 1992, 22,426 shares; and 1991, 66,223 shares (3,226,188) (786,223) (1,064,195) Cumulative change in accounting principle (Note 2) 34,075 - - Change in plan equity for the year (3,055,104) 157,388 852,377 Plan equity, beginning of year 3,218,955 3,061,567 2,209,190 Plan equity, end of year (Note 1) $ 163,851 $3,218,955 $3,061,567 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 Employee Stock Savings Plan ("the Plan") effective June 30, 1992. Prior to the final liquidation, participants have been 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 are being handled accordingly and may include 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. 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. Eligibility for receiving these shares was based on participation in the Plan as of March 31, 1993. The Company is distributing the forfeiture shares to participants according to a graduated scale. The graduated scale was devised so that each participant was guaranteed at least one forfeiture share. A percentage payout was then used for the participants' first 99 shares, a lower percentage payout set for the next 400 shares, a still lower percentage payout for the next 500 shares and a final, still lower percentage payout was established for holdings of more than 1,000 shares. At December 31, 1993, a majority of the Plan's assets were already distributed and the remaining assets were distributed in 1994. Of the assets held at December 31, 1993, 6,908 shares are to be distributed to 11 participants and 1,538 shares, plus any excess cash in the Plan, are to be distributed among former participants or to pay outstanding plan expenses. The financial statements have been prepared on the liquidation basis of accounting. 2. SUMMARY OF ACCOUNTING POLICIES The Plan, prior to its liquidation, 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, 1993 and 1992, the market value of such investments exceeded cost by $51,127 and $1,858,120, respectively. 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 using month-end market prices for the respective months during which such withdrawals, distributions and forfeitures were made in 1992 and on a liquidation basis for distributions made in 1993. Based upon the recently issued Accounting and Auditing Guide (with conforming changes as of May 31, 1993), "Audits of Employee Benefit Plans" by the American Institute of Certified Public Accountants, the Plan no longer accounts 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 were $34,075 as of December 31, 1992 and have been 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. 3. CONTRIBUTIONS 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, contributions ceased at June 30, 1992. Those participants who did make contributions in the first half of 1992 and in prior years were allowed to contribute to the Plan whole dollar amounts or any whole percentage not less than 1% or more than 10% of their monthly base salary as selected for such month. Contributions by participants were made through periodic payroll deductions, except where payroll deductions were not permitted by local law, in which case, participants made direct contributions to their employer. In accordance with the terms of the Plan, the Company has not made monthly contributions since February 1, 1988. While some contributions were temporarily invested in cash equivalent securities, interest was accrued until such contributions were invested in shares of the Company's common stock. The Trustee purchased 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 purchases or the amounts thereof, and the number of shares purchased depended on the price paid by the Trustee. In addition to purchases on the Exchange during 1993, 1992 and 1991, the Trustee purchased from the Company 19,681, 19,950 and 6,576 shares, respectively, of the Company's common stock for the accounts of participants in the Plan. Such purchases were made at prices equal to the prevailing market prices or the Company's costs for such shares when the prevailing market prices exceeded such costs. During 1993 the Company had authorized and made available for purchase by the Plan 121,800 shares of its common stock at a cost of $7.08 per share. These shares were used to fund purchases that arose as a result of dividends received by the Plan for the Company's stock. Because the Plan was not fully liquidated at December 31, 1993, approximately 400 participants are still included in the Plan. At December 31, 1992 there were also approximately 400 participants. 4. VESTING, WITHDRAWALS AND FORFEITURES The Plan provided that two accounts be maintained for each participant. Shares acquired with the participant's contributions were held in the Participant Account and shares acquired with the Company's contributions (those contributions made prior to February 1, 1988) were held in the Employer Account. Cash dividends paid on the shares in each of the participant's accounts were used to purchase additional shares for the respective accounts of the participant. Each participant's interest in shares held in his or her Participant Account was considered fully vested. Shares held in the participant's Employer Account vested 1/3 each January 1 after the participant commenced participation in the Plan (subject to certain restrictions on and the effect of certain withdrawals). Except for permitted withdrawals and hardship distributions, the participant's shares were distributable only when employment terminated. A participant, or the beneficiary of a deceased participant, was entitled to receive all the participant's shares held under the Plan if his or her employment was terminated by reason of his or her death, disability or normal or postponed retirement. If a participant's employment terminated for any other reason (including an involuntary layoff of at least six months), the participant was entitled to receive all the shares in his or her Participant Account and the vested shares in his or her Employer Account. While employed by the Company or a subsidiary, a participant could withdraw, with certain limitations, all or any part of the shares in his or her Participant Account and all or any part of the vested shares in his or her Employer Account. 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. During 1993, this option was available to participants through April only, so that shares previously transferred to the Forfeiture Fund could be allocated and the Plan's assets could be distributed to the participants. 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. 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. There were no such transfers in 1993 and 1992. 5. 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. EX-2 3 EXHIBIT 2 FOR 10KA EXHIBIT 28 (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, 1993 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, 1993) Table of Contents Financial Statements (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1993 and 1992 4 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1991, 1992 and 1993 5 (iv) Notes to Financial Statements 6 - 12 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, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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, 1993 and 1992 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As described in Note 4 to the financial statements, the Plan has modified its accounting for amounts owed to Plan participants based upon recently issued professional guidance. COOPERS & LYBRAND Cleveland, Ohio April 18, 1994 THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1993 AND 1992
Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Participant Income Income Growth Stock Loan Portfolio Fund, Inc. Fund Fund Account Total December 31, 1993 Investments, at market value (Note 2) $1,217,785 $1,191,203 $ 860,690 $3,078,930 $ - $6,348,608 Loans receivable from participants (Note 5) - - - - 266,380 266,380 Contributions receivable (Note 3): Participants 12,488 17,243 14,329 35,476 - 79,536 Company - - - 10,791 - 10,791 Other receivables 5,127 20,005 51,652 17,934 4,834 99,552 Cash and equivalents 37,258 8,682 21,162 - - 67,102 Other payables - - - (18,771) (8,263) (27,034) Plan Equity, End of Year $1,272,658 $1,237,133 $ 947,833 $3,124,360 $262,951 $6,844,935 December 31, 1992 Investments, at market value (Note 2) $1,491,896 $1,727,938 $1,276,209 $3,441,231 $ - $7,937,274 Loans receivable from participants (Note 5) - - - - 191,341 191,341 Contributions receivable (Note 3): Participants 20,046 24,013 21,888 23,455 - 89,402 Company - - - 17,166 - 17,166 Other receivables 5,388 4,756 26,738 44,712 54,357 135,951 Cash and equivalents 34,374 544 957 8,939 7,374 52,188 Undistributed terminations and withdrawals, at market value (Note 4) (3,747) (1,172) (1,211) (50,842) - (56,972) Plan Equity, End of Year $1,547,957 $1,756,079 $1,324,581 $3,484,661 $253,072 $8,366,350 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 FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Fidelity Fidelity Fidelity Allen Managed Equity - Retirement Common Participant Income Income Growth Stock Loan Portfolio Fund, Inc. Fund Fund Account Total 1991 Contributions (Note 3) $ 367,734 $ 332,531 $ 300,017 $ 493,682 $ - $1,493,964 Investment income: Dividends - 53,945 - 12,890 - 66,835 Interest 123,678 - 61,202 811 33 185,724 Net appreciation in the fair value of investments - 323,374 268,801 1,276,687 - 1,868,862 Withdrawals and distributions (Note 4) (689,529) (622,594) (452,860) (794,226) - (2,559,209) Interfund transfers (Note 3) (18,154) (22,242) 1,709 (23,839) 62,526 - Plan Equity, December 31, 1991 1,421,726 1,373,689 940,368 2,381,603 62,559 6,179,945 1992 Contributions (Note 3) 247,435 284,515 252,430 542,760 - 1,327,140 Investment income: Dividends - 61,272 - 26,130 - 87,402 Interest 94,826 - 230,440 1,266 3,039 329,571 Net appreciation (depreciation) in the fair value of investments - 154,157 (109,058) 1,007,178 - 1,052,277 Withdrawals and distributions (Note 4) (143,332) (132,495) (104,093) (230,065) - (609,985) Interfund Activity: Interfund transfers (60,630) 53,308 156,580 (149,258) - - Interfund loans (12,068) (38,367) (42,086) (94,953) 187,474 - Plan Equity, December 31, 1992 1,547,957 1,756,079 1,324,581 3,484,661 253,072 8,366,350 1993 Contributions (Note 3) 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 13,451 194,384 Net appreciation in the fair value of investments - 61,167 99,136 2,438,171 - 2,598,474 Withdrawals and distributions (Note 4) (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 account- ing principle (Note 4) 3,747 1,172 1,211 50,842 - 56,972 Plan Equity, December 31, 1993 $1,272,658 $1,237,133 $ 947,833 $3,124,360 $262,951 $6,844,935 The Notes are an integral part of these statements.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF ACCOUNTING POLICIES Participants' contributions to the Plan are invested by the Trustee in the Investment Funds (described in Note 3), 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 for periods generally not exceeding 30 days prior to investment in such Investment Funds. Investments are stated at market value. Shares in the Allen Common Stock Fund are valued at 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. Investments in the Fidelity Equity- Income Fund, Inc. and Fidelity Retirement Growth 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. Investments in the Fidelity Managed Income Portfolio are valued at cost plus accrued interest which approximates market value. 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 the current year to conform with recently issued professional guidance which is described in Note 4. 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. All expenses of administering the Plan, including the Trustee's fees are paid by the Company. 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. 2. INVESTMENTS The cost, market value and net asset value per unit/share at December 31, 1993 and 1992 for the respective Investment Funds (see Note 3) were as follows: December 31, 1993 Net Asset Market Value Per Cost Value Unit/Share Fidelity Managed Income Portfolio (1,217,785 units) $1,217,785 $1,217,785 $1.00 Fidelity Equity-Income Fund, Inc. (35,201 units) 982,136 1,191,203 $33.84 Fidelity Retirement Growth Fund (47,447 units) 825,118 860,690 $18.14 Allen Common Stock Fund (169,872 shares) 1,454,960 3,078,930 $18.13 $4,479,999 $6,348,608 December 31, 1992 Net Asset Market Value Per Cost Value Unit/Share Fidelity Managed Income Portfolio (1,491,896 units) $1,491,896 $1,491,896 $1.00 Fidelity Equity-Income Fund, Inc. (59,564 units) 1,542,556 1,727,938 $29.01 Fidelity Retirement Growth Fund (77,628 units) 1,250,189 1,276,209 $16.44 Allen Common Stock Fund (254,906 shares) 1,810,482 3,441,231 $13.50 $6,095,123 $7,937,274 3. CONTRIBUTIONS Participation in the Plan is voluntary, and all employees (full-time and part-time, salaried, hourly and union employees, if required by 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. 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 12% of his or her compensation for such month. 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. Contributions by participants may be made only through periodic payroll deductions. 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%, 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 invest- ment. Company contributions to the Allen Common Stock Fund in- cluded in the statements of income and changes in plan equity were $185,711, $223,593 and $230,670 for the years ended December 31, 1993, 1992 and 1991, respectively. Effective January 29, 1991, the "Fidelity Freedom Fund" was renamed the "Fidelity Retirement Growth Fund"; there were no changes to the Fund's investment objectives or policies. Participants' contributions to the Plan are invested by the Trustee, as directed by the participant, in one investment fund or divided in multiples of 25% among two or more funds, with such funds (the "Investment Funds") comprised of the following: Number of Participants as of December 31, 1993 1992 (i) Fidelity Managed Income Portfolio: which is intended to be the most conservative of the four Investment Funds, invests in a portfolio of investment contracts issued by insurance companies and banks, as well as U.S. Government and agency obligations; 254 434 (ii) Fidelity Equity-Income Fund, Inc.: seeks reasonable income by investing primarily in common and preferred stocks and convertible bonds that are currently paying dividends and/or interest and also have the potential for capital appreciation; 273 487 (iii) Fidelity Retirement Growth Fund: seeks cap- ital appreciation by investing primarily in common stocks with growth potential, with the emphasis not on dividend income; and 214 389 (iv) Allen Common Stock Fund: consists solely of shares of common stock (par value $1.00 per share) of the Company 460 758 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 some of the participants. A participant may change Investment Funds as to any future participant contributions (in multiples of 25% of such contribu- tions) once a month by submitting a prescribed form to the Committee. Such change will be effective as soon as practicable after the Committee is notified and will include contributions made during the month in which such change is made as well as future contributions. Effective June 25, 1991, a participant may transfer all or part (in multiples of 25%) of the value of his existing Participant Contribution Account (Note 4) between Investment Funds by submitting a prescribed form to the Committee during the months of February, May, August or November, which transfer will be effective as of the following April 1, July 1, October 1 or January 1, as the case may be, 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. The expenses, except for brokerage fees, of such sales and investments will be paid by the Company. 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 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 accrued until the contributions are allocated to the respective Investment Funds. The Trustee purchases shares of the Company's common stock on a national securities exchange at then current market prices or in any other manner that the Trustee deems appropriate, including purchases from the Company, and invests in the other Investment Funds, as directed by the participants. At December 31, 1993, the Company had authorized and made available for purchase by the Plan 53,618 shares of its common stock held in treasury shares at 15% below prevailing market prices. 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. In addition to purchases on the New York Stock Exchange, during 1993, 1992 and 1991, the Trustee purchased from the Company 108,880, 56,452 and 68,164 shares (share data has been restated to reflect a two-for-one stock split by Company paid in October, 1993), respectively, of common stock for the accounts of participants in the Plan. 4. VESTING AND WITHDRAWALS The Plan provides that two accounts be maintained for each participant. Investments acquired with the participant's contri- butions are held in the Participant Contribution Account, and investments acquired with the Company's contributions are held in the Employer Contribution Account. Cash dividends, interest and investment earnings paid on the investments in each of the partici- pant's accounts are automatically reinvested in the respective Investment Funds to which they relate. Each participant's interest in his or her Participant and Employer Contribution Accounts is always fully vested. Except for permitted withdrawals after attaining age 59-1/2 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 Participant Contribution Account and his or her Employer Contribution Account only in cases of financial hardship or after attaining age 59-1/2. In cases of financial hardship where a participant requires funds to meet an immediate, heavy financial need and has no other resources reason- ably 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 and Employer Contribution Accounts. 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. No more than one withdrawal may be made in a six-month period. All withdrawals must be for the number of shares in the Allen Common Stock Fund or units in the other Investment Funds equal in value as of the applicable valuation date and must total at least $1,000. If the shares and units in the participant's accounts have a lower value prior to the actual distribution then the withdrawal will equal the lower value. Shares or units withdrawn and distributed in 1993, 1992 and 1991 by participants from the respective Investments Funds were as follows: 1993 1992 1991 Fidelity Managed Income Portfolio 627,759 280,357 587,176 Fidelity Equity-Income Fund, Inc. 42,808 9,107 27,312 Fidelity Retirement Growth Fund 124,672 10,584 28,347 Allen Common Stock Fund 80,303 44,458 83,740 Based upon the recently issued Accounting and Auditing Guide (with conforming changes as of May 31, 1993), "Audits of Employee Benefit Plans" by the American Institute of Certified Public Accountants, the Plan no longer accounts for amounts owed to withdrawing but unpaid former participants and participant loans in process as Plan liabilities. The financial statements for the year ended December 31, 1993 include this cumulative change in accounting principle in the statement of income and changes in plan equity. Benefit obligations for persons who have withdrawn from participation in the Plan are as follows at December 31, 1993: Fidelity managed Income Portfolio $ 28,735 Fidelity Equity Income Fund, Inc. 27,205 Fidelity Retirement Growth Fund 10,460 Allen Common Stock Fund 87,603 $154,003 5. PARTICIPANT LOAN ACCOUNT In June 1991, the Board of Directors of the Company amended the Plan to permit participants to borrow, for any reason, up to 50% of the value of his/her Investment Funds including employer contributions. As more fully described in the "Loan Rules," 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) will be credited to the participant's own account and will be reinvested in the Investment Funds in the same manner as the participant's contributions are invested. If a loan is declared in default (as defined), the entire outstanding principal and interest balance will become immediately due and payable, and if not immediately paid the loan will be cancelled and the outstanding balance will be treated as a distribution or withdrawal from the Plan depending upon the participant's tax circumstances. However, the Plan Committee, in its sole discretion, may take such action as it considers appropriate to collect the unpaid principal and accrued interest on a defaulted loan. Funds for a loan will be obtained from the net proceeds, after the payment of brokerage commissions and other expenses, of the sale of a sufficient number of units or shares in the participant's Investment Fund account. 6. FEDERAL INCOME TAXES The Company has received a determination from the IRS that the Plan is a qualified plan under Section 401(a) and 401(k) of the Internal Revenue Code. Accordingly, the Plan is not subject to federal income taxes, and employer and participant contributions and earnings of the Plan will not be subject to U.S. income taxes until distributed to the participants. Early withdrawals or distributions may subject the participant to certain tax penalties. 7. SALE OF DIVISION Effective June 10, 1993, The Allen Group Inc. sold 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; to SPX Corporation. In connection with this sale, the Plan assets and corresponding future liability relating to employees of the above mentioned entities were transferred to SPX Corporation in 1993. This transfer of funds has been included in the statement of income and changes in plan equity as "withdrawals and distributions" and amounted to approximately $3,136,000. -----END PRIVACY-ENHANCED MESSAGE-----