-----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, KltG0oTGY5fJrDKZyPeVHJ5k4IYmK5sXbi8F/yLF/I0CvG+DOabbWWe14ZNHJFVu lzZDko+2AB/kABSMCc5tAw== 0000003721-95-000004.txt : 19950502 0000003721-95-000004.hdr.sgml : 19950502 ACCESSION NUMBER: 0000003721-95-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950501 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: 95533145 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 10-K/A 1 1994 10-K/A 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, 1994 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 28, 1995 By: /s/ McDara P. Folan, III McDara P. Folan, III Vice President, Secretary and General Counsel Page 1 of 40 pages Exhibit Index is located on page 5 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 17, 1995, are incorporated herein by reference to pages 15 to 29 of the Registrant's 1994 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, 1994, 1993 and 1992 Consolidated Balance Sheets at December 31, 1994 and 1993 Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1993 and 1992 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 schedule Schedule II - Valuation and Qualifying Accounts and Reserves, on page 4 of this Report Schedules other than the schedule 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 5 to 10 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. 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 1994 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 15 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 17, 1995 THE ALLEN GROUP INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE THREE YEARS ENDED DECEMBER 31, 1994 (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: 1994 $ 1,270 417 - 3(1) $ 1,684 1993 $ 3,543 719 - 2,992(1)(2) $ 1,270 1992 $ 1,470 2,416 - 343(1) $ 3,543 (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.
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 February 17, 1994, among the Registrant, the Banks signatory thereto, and Bank of Montreal, as agent (filed as Exhibit Number 4(b) 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)............................. - Additional information concerning Registrant's long- term debt is set forth in Note 2 of the Notes to Consolidated Financial Statements on pages 20 to 21 of Registrant's 1994 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 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)..... - (e) Form of Restricted Stock Agreement pursuant to 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.................... * (i) Third Amendment to The Allen Group Inc. 1992 Stock Plan, dated February 23, 1994..................... * _____________________ * Previously filed on March 30, 1995 (j) 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 (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)........................................ - (k) 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 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)..... - (l) Amendment to Restricted Stock Agreements pursuant to 1992 Stock Plan (Salary Increase Deferral), dated February 22, 1995................................ * (m) 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) ............................. - (n) 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)........................................ - (o) Form of Non-Qualified Option to Purchase Stock pursuant to The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan....................... * (p) 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)............................... - _____________________ * Previously filed on March 30, 1995 (q) 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)....................................... - (r) 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) ....................................... - (s) 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)............................. - (t) The Allen Group Inc. Master Discretionary Severance Pay Plan, effective January 1, 1993..... * (u) 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) ............................. - (v) 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)........................................ - (w) 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) ............................. - _____________________ * Previously filed on March 30, 1995 (x) 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)..... - (y) 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).............................. - (z) 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).............................. - (aa) 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)................ - (bb) 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)............... - (cc) 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............. - (dd) 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)...................................... - (ee) 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)............................ - (ff) 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)...................................... - (gg) 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)............................ - (hh) 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)....................................... - (ii) 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)............................ - (jj) 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 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..... - (kk) 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 Number 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) 1994 Annual Report to Stockholders**............. * (21) Subsidiaries of the Registrant................... * (23) Consent of Independent Accountants............... 12 (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, 1994.. 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, 1994.......... 23 _____________________ * Previously filed March 30, 1995 ** 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 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 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. 33-53499, 33-53487, 33-52420, 33-8658 and 2-99919) and the related Prospectuses of The Allen Group Inc. of (a) our report dated February 17, 1995 on our audits of the consolidated financial statements of The Allen Group Inc. as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993, 1992, which report has been incorporated by reference in this Annual Report on Form 10-K from the 1994 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 17, 1995 on our audits of the financial statement schedule for the years ended December 31, 1994, 1993 and 1992 of The Allen Group Inc., which report appears on page 16 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 30, 1995 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 13, 1995 on our audits of the financial statements of The Allen Group Inc. Employee Stock 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 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 28, 1995 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 13, 1995 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 28, 1995 EX-99.A 2 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, 1994 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, 1994) Table of Contents Financial Statements (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1994 and 1993 4 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1994, 1993 and 1992 5 (iv) Notes to Financial Statements 6 - 9 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, 1994 and 1993, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1994. 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, 1994 and 1993 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1994 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 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 13, 1995 THE ALLEN GROUP INC. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1994 AND 1993
1994 1993 Assets: Investment in common stock of The Allen Group Inc. at market value - 2,467 shares in 1994, 8,446 shares in 1993 (Note 2) $ 58,900 $ 153,084 Accrued interest and dividends receivable (Note 2) 186 - Cash and equivalents 3,353 10,767 62,439 163,851 Liabilities: Accrued administrative expenses 1,049 - 1,049 - Plan equity $ 61,390 $ 163,851 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, 1994, 1993 AND 1992
1994 1993 1992 Participant contributions (Note 3) $ - $ - $ 33,287 Investment income: Interest 219 5,157 1,521 Dividends 1,471 16,779 30,073 Net appreciation/adjustments in the fair value of investments (Note 1) 10,177 115,073 878,730 Net increase in plan equity 11,867 137,009 943,611 Less withdrawals, distribu- tions and forfeitures - 1994, 8,340 shares; 1993, 155,941 shares; and 1992, 22,426 shares; (114,328) (3,226,188) (786,223) Cumulative change in accounting principle (Note 2) - 34,075 - Change in plan equity for the year (102,461) (3,055,104) 157,388 Plan equity, beginning of year 163,851 3,218,955 3,061,567 Plan equity, end of year (Note 1) $ 61,390 $ 163,851 $3,218,955 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 each phase of 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 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 developed a graduated scale under which forfeiture shares were subsequently distributed. 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, the majority of the Plan's assets were distributed. During 1994, a small distribution took place to clear the account of any remaining cash. Upon subsequent review, the trustee identified an additional 2,361 shares relating to the Plan, and adjusted for same in December 1994. These shares, plus any excess cash in the Plan are expected to be distributed during 1995. The financial statements have been 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 and 1993, the market value of such investments exceeded cost by $57,588 and $51,127, respectively. The cost of these investments at December 31, 1994 and December 31, 1993 were $1,312 and $101,957, 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. See Note 1. 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 1994 and 1993. Based upon the 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 and 1992, the Trustee purchased from the Company 19,681 and 19,950 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, 1994, certain participants are still included in the Plan. At December 31, 1993 there were 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 1994, 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-99.B 3 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, 1994 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, 1994) Table of Contents Financial Statements (i) Report of Independent Accountants 3 (ii) Statements of Financial Condition - December 31, 1994 and 1993 4 - 5 (iii) Statements of Income and Changes in Plan Equity for the years ended December 31, 1992, 1993 and 1994 6 - 9 (iv) Notes to Financial Statements 10 - 18 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, 1994 and 1993, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1994. 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, 1994 and 1993 and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Cleveland, Ohio April 13, 1995 THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 1994 AND 1993
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, 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 December 31, 1993 Investments, at market value (Note 3) $1,217,785 $1,191,203 $ 860,690 $3,078,930 $ - $ 6,348,608 Loans receivable from participants (Note 6) - - - - - - Contribution receivable (Note 4): 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 - 94,718 Cash and equivalents 37,258 8,682 21,162 - - 67,102 Other Payables - - - (18,771) - (18,771) Plan Equity, End of Year $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 FINANCIAL CONDITION DECEMBER 31, 1994 AND 1993
Carryforward Participant Total Loan (From Page 4) Account Total 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 December 31, 1993 Investments, at market value (Note 3) $ 6,348,608 $ - $ 6,348,608 Loans receivable from participants (Note 6) - 266,380 266,380 Contribution receivable (Note 4): Participants 79,536 - 79,536 Company 10,791 - 10,791 Other receivables 94,718 4,834 99,552 Cash and equivalents 67,102 - 67,102 Other Payables (18,771) (8,263) (27,034) Plan Equity, End of Year $ 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, 1992, 1993 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 8) 1992 Plan Equity, January 1, 1992 $1,421,726 $1,373,689 $ 940,368 $2,381,603 $ - $ 6,117,386 Contributions (Note 4) 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 - 326,532 Net appreciation (depre- ciation) in the fair value of investments - 154,157 (109,058) 1,007,178 - 1,052,277 Withdrawals and dis- tributions (Note 5) (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 - 8,113,278 1993 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, 1992, 1993 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 9) 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 $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, 1992, 1993 AND 1994
Twentieth Twentieth Carryforward Participant Century Century Vanguard Total Loan Ultra Select Fixed (From Page 6) Account Fund Fund Fund Total 1992 Plan Equity, January 1, 1992 $6,117,386 $ 62,559 $ - $ - $ - $ 6,179,945 Contributions (Note 4) 1,327,140 - - - - 1,327,140 Investment Income: Dividends 87,402 - - - - 87,402 Interest 326,532 3,039 - - - 329,571 Net appreciation (depre- ciation) in the fair value of investments 1,052,277 - - - - 1,052,277 Withdrawals and dis- tributions (Note 5) (609,985) - - - - (609,985) Interfund Activity : Interfund transfers - - - - - - Interfund loans (187,474) 187,474 - - - - Plan Equity, December 31, 1992 8,113,278 253,072 - - - 8,366,350 1993 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 9) 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, 1992, 1993 AND 1994
Twentieth Twentieth Carryforward Participant Century Century Vanguard Total Loan Ultra Select Fixed (From Page 7) Account Fund Fund Fund Total Plan equity, December 31, 1993 (From Page 8) 6,581,984 262,951 - - - 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 493,472 17,950 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) (2784,940) - (155,351) (219,756) (38,751) (1,198,798) Administrative Expenses (37,561) (1,675) (1,453) (1,366) (1,086) (43,141) Interfund Activity: Interfund transfers (82,571) 5,446 33,803 6,067 37,255 - Interfund loans (193,697) 207,539 (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) 4,503,002 574,192 1,115,971 1,149,691 757,421 8,100,277 Plan Equity, December 31, 1994 $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 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. As a result, the Company decided to maintain the Hartford Fixed-Income Fund as an investment option for all Plan participants. In addition, all ATG Plan participant loan account balances are included in 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 (Harris Trust and Savings Bank) 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 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 Hartford Fixed-Income Fund consists of a deposit administration contract with the ITT Hartford Life Insurance Company ("Hartford") which maintains the contributions in a pooled account. The investment is included in the accompanying financial statements at December 31, 1994 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. Prior to this amendment, all expenses of administering the Plan, including the Trustee's fees were paid by the Company. Administrative expenses are not paid by participants, except that there is a fixed charge of $50 for second and third loans outstanding which is borne by those individuals who chose 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, 1994 and 1993 for the respective Investment Funds (see Note 4) were as follows:
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
December 31, 1993 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
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 MARTA Technologies Division ("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 to provide the Company's Comsearch Division ("Comsearch") (differentiated as a separate line of business) an annual 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. This benefit is in lieu of Comsearch participating in an employer sponsored defined benefit 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 $312,262, $185,711 and $223,593 for the years ended December 31, 1994, 1993 and 1992, respectively. In addition, the profit-sharing contribution, noted above, included in the statement of income and changes in plan equity for the year ended December 31, 1994 was $224,233. 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, 1994 1993 (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; 693 254 (ii) Fidelity Equity-Income Fund: seeks reasonable income by investing primarily in income-producing equity securities; 595 273 (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; 541 214 (iv) Allen Common Stock Fund: consists solely of shares of common stock (par value $1.00 per share) of the Company; and, 1,115 460 (v) Hartford Fixed-Income Fund: intended to provide a predictable rate of return; Hartford guarantees contributions against financial loss. 434 -
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 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. A participant may transfer all or part of the value of his existing Participant Contribution Account (Note 5) between Investment Funds by submitting a prescribed form to the Committee during the months of February, May, August and 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. However, the Hartford and Fidelity Managed Income Funds have certain restrictions on direct transfers between the Funds. The brokerage fees, if any, of such sales and investments will be 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 1994, 1993 and 1992, the Trustee purchased from the Company 54,504, 108,880 and 56,452 shares, respectively of common stock for the accounts of participants in the Plan. In addition, at December 31, 1994, the Company had authorized and made available for purchase by the Plan 120,916 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 and the Company match portion of the employer contribution accounts is always fully vested. The aforementioned 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 $250. In cases of financial hardship where a participant requires funds to meet an immediate, heavy financial need and has no other resources reason-ably available to meet that need, he or she may request the Committee to authorize a withdrawal by him or her from his or her Participant and employer contribution accounts. The Committee relies on Internal Revenue Service ("IRS") guidelines to determine if financial hardship exists and to determine the amount, if any, of the withdrawal to be made by the participant. In addition, after attaining 59-1/2, a participant may withdraw all or a portion of his or her participant and employer contribution accounts for any reason without penalty. No more than one withdrawal may be made in a six-month period. All withdrawals must be for the number of shares in the Allen Common Stock Fund or units in the other Investment Funds equal in value as of the applicable valuation date. If the shares and units in the participant's accounts have a lower value prior to the actual distribution then the withdrawal will equal the lower value. Any amounts not vested and not eligible for withdrawal at termination of a participant's employment are available to the Plan to pay administrative costs and reduce Company contributions. Shares or units withdrawn and distributed in 1994, 1993 and 1992 by participants from the respective Investments Funds were as follows (former ATG Plan funds include shares transferred to the Allen Plan funds):
1994 1993 1992 Fidelity Managed Income Portfolio 314,915 627,759 280,357 Fidelity Equity-Income Fund 5,682 42,808 9,107 Fidelity Retirement Growth Fund 6,983 124,672 10,584 Allen Common Stock Fund 25,396 80,303 44,458 Hartford Fixed-Income Fund ($) 599,495 - - Twentieth Century Select Fund 29,646 - - Twentieth Century Ultra Fund 53,731 - - Vanguard Fixed Fund 101,714 - -
Benefit obligations for persons who have withdrawn from participation in the Plan are as follows at December 31, 1994 and 1993:
1994 1993 Fidelity Managed Income Portfolio $ 57,922 $ 28,735 Fidelity Equity-Income Fund 40,155 27,205 Fidelity Retirement Growth Fund 11,556 10,460 Allen Common Stock Fund 35,341 87,603 Hartford Fixed-Income Fund 141,393 - $286,367 $154,003
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," 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), the entire outstanding principal and interest 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 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, of the sale of a sufficient number of units or shares in the participant's Investment Fund account. 7. FEDERAL INCOME TAXES The Company filed an application with the Internal Revenue Service (IRS) on December 21, 1994 for determination on the qualification of the Plan including all amendments through the application date. Prior to 1994, the Company had received a determination from the IRS that the Plan was 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. 8. SALE OF DIVISION Effective June 10, 1993, the Company 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 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. -----END PRIVACY-ENHANCED MESSAGE-----