-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NflhOdSqTDOEkaCddqFuUULoS26clv0sDcn0ZBM+gEcsngnNV0hHi0ii+DTZ3wpl 2Yiq0bTw1W8vpCo29Syhag== 0000950135-96-002856.txt : 19960701 0000950135-96-002856.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950135-96-002856 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSTRON CORP CENTRAL INDEX KEY: 0000050716 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042057203 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05641 FILM NUMBER: 96588239 BUSINESS ADDRESS: STREET 1: 100 ROYALL ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178282500 MAIL ADDRESS: STREET 1: 100 ROYALL STREET CITY: CANTON STATE: MA ZIP: 02021 11-K 1 INSTRON CORPORATION FORM 11-K 1 - -------------------------------------------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 2-91694 INSTRON CORPORATION SAVINGS AND SECURITY PLAN (Full title of the plan) INSTRON CORPORATION 100 ROYALL STREET CANTON, MASSACHUSETTS 02021 (Name and address of principal executive office of issuer of the securities held pursuant to the plan) - -------------------------------------------------------------------------------- 2 SIGNATURE --------- 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. June 21, 1996 INSTRON CORPORATION By: /s/ Linton A. Moulding ------------------------------------ Linton A. Moulding Chief Financial Officer 2 3 INSTRON CORPORATION SAVINGS AND SECURITY PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 3 4 Financial Statements and Exhibits - --------------------------------- Page No. -------- a. Financial Statements Report of Independent Accountants 5 Statements of Financial Condition as of December 31, 1995 and 1994 6 Statements of Income and Changes in Plan Equity for the years ended December 31, 1995, December 31, 1994 and December 31, 1993 7 Notes to Financial Statements 8-23 b. Exhibits Exhibit I - Consent of Independent Accountants 24 4 5 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Administrator of the Instron Corporation Savings and Security Plan We have audited the accompanying statements of financial condition of Instron Corporation Savings and Security Plan as of December 31, 1995 and 1994, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Instron Corporation Savings and Security Plan as of December 31, 1995 and 1994, and the results of operations and changes in plan equity for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. --------------------------- COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 21, 1996 5 6 INSTRON CORPORATION SAVINGS --------------------------- AND SECURITY PLAN ----------------- STATEMENTS OF FINANCIAL CONDITION ---------------------------------
December 31, --------------------------- 1995 1994 ---- ---- Assets - ------ Cash $ 26,252 $ 63,489 Investment in Instron Corporation Common Stock, at fair value (cost $5,259,402 at December 31, 1995, and $4,686,423 at December 31, 1994) 6,417,563 5,414,741 Shares of Registered Investment Companies, at fair value (cost $14,860,373 at December 31, 1995 and $10,982,408 at December 31, 1994) 15,754,431 10,509,714 Common/Collective Investment Trust, at contract value 5,074,088 4,414,957 Corporate Stocks, at fair value (Cost $72,978 at December 31, 1995 and $39,602 at December 31, 1994) 71,915 32,653 Loans receivable from Plan participants 978,877 865,885 Contributions receivable: Employee 61,577 61,615 Employer 41,257 36,521 Dividends receivable 19,265 13,063 Other receivable 45,430 668 ----------- ----------- Total Plan Assets $28,490,655 $21,413,306 =========== =========== Liabilities and Plan Equity --------------------------- Accounts payable $ 38,080 $ 66,771 Plan equity 28,452,575 21,346,535 ----------- ----------- Total Liabilities and Plan Equity $28,490,655 $21,413,306 =========== ===========
See accompanying notes to the financial statements. 6 7 INSTRON CORPORATION SAVINGS --------------------------- AND SECURITY PLAN ----------------- STATEMENTS OF INCOME -------------------- AND CHANGES IN PLAN EQUITY --------------------------
For the year For the year For the year ended ended ended December 31, 1995 December 31, 1994 December 31, 1993 ----------------- ----------------- ----------------- Investment income: Interest $ 362,748 $ 318,891 $ 306,142 Dividends on Instron Corporation Common Stock 68,718 49,307 43,458 Other dividends 1,390,210 829,769 715,521 ----------- ----------- ----------- Net investment income 1,821,676 1,197,967 1,065,121 ----------- ----------- ----------- Net appreciation (depreciation) in the fair value of investments 1,974,077 (267,947) 847,918 ----------- ----------- ----------- Net additions from investment activity 3,795,753 930,020 1,913,039 ----------- ----------- ----------- Contributions: Participants 3,779,555 1,702,228 1,784,964 Employer 572,670 496,690 426,979 ----------- ----------- ----------- 4,352,225 2,198,918 2,211,943 ----------- ----------- ----------- Total additions 8,147,978 3,128,938 4,124,982 ----------- ----------- ----------- Less, benefit and termination payments to participants: Distributions paid to participants 1,041,938 466,266 980,466 ----------- ----------- ----------- 7,106,040 2,662,672 3,144,516 ----------- ----------- ----------- Assets acquired in merger of LMS (see Note 1) 0 0 220,363 ----------- ----------- ----------- Net increase in plan equity 7,106,040 2,662,672 3,364,879 Plan equity at beginning of year 21,346,535 18,683,863 15,318,984 ----------- ----------- ----------- Plan equity at end of year $28,452,575 $21,346,535 $18,683,863 =========== =========== ===========
See accompanying notes to the financial statements. 7 8 INSTRON CORPORATION SAVINGS --------------------------- AND SECURITY PLAN ----------------- NOTES TO THE FINANCIAL STATEMENTS --------------------------------- NOTE 1 - GENERAL DESCRIPTION OF THE PLAN - ---------------------------------------- The following description of the Instron Corporation Savings and Security Plan (the "Plan") is intended to give a general summary of its principal provisions. Reference is made to the Plan document for a more complete description of the Plan. The Plan was originally effective July 1, 1984 and was last amended and restated in its entirety December 27, 1994 effective generally January 1, 1989 and has been subsequently amended by the first and second amendments thereto. The Plan consists of two parts, as follows: 1. The Instron Corporation Savings and Security Plan and Trust dated September 19, 1984, as amended and restated as of January 1, 1989, as further amended, and as may be further amended from time to time "Division I or the "Instron Plan"); and 2. The Laboratory MicroSystems, Inc. Retirement and Savings Plan and Trust established as of November 1, 1987, as amended, and as may be further amended from time to time ("Division II" or the "LMS Plan"). Division I and Division II together constitute a single plan within the meaning of Section 414(l) of the Code. All of the assets of Division I of the Plan and of Division II of the Plan shall be available to pay benefits to Members and Beneficiaries of the Plan, as required under Section 414(l)g of the Code. The rules set forth in each Division shall continue to apply separately to those employees eligible to participate in such Division. The Plan consists of a cash or deferred compensation plan under Section 401(k) of the Code of 1986, as amended and the Instron Plan is an employee stock ownership plan. The purpose of the 401(k) plan is to enable participating employees of the Company ("Participants") to save for retirement on a tax-deferred and/or an after-tax basis, and the purpose of the Employee Stock Ownership Plan is to invest primarily in employer securities. 8 9 The Instron Plan is an individual account plan in which each Participant's benefits are based solely on the amounts contributed to the Plan by the Participant and by the Company on the Participant's behalf, as adjusted by income and gains and losses which are allocated to each Participant. The Plan is subject to the rules and regulations of the Employee Retirement Income Security Act of 1974, as amended, including rules relating to the duties and conduct of the Plan's fiduciaries. The following is a description of the provisions of the Instron Plan - Division I: ELIGIBILITY. Employees of the Company are eligible to participate in the Instron Plan as of their first pay period. Eligibility to receive matching Company contributions commences on the first day of the pay period coincident with the completion of one year of eligibility service. Employees of LMS and non-resident aliens are not eligible to participate in the Instron Plan - Division I. ADMINISTRATION. The Plan is administered on behalf of the Company by the Committee which is appointed by the Company. Vanguard Fiduciary Trust Company, the Trustee under the Instron Plan, acts as trustee, recordkeeper and custodian of the securities and investments held by the Instron Plan. CONTRIBUTIONS. The Instron Plan permits four types of contributions--employee pre-tax contributions, employee after-tax contributions, employee rollover contributions and Company matching contributions. Each eligible employee may voluntarily enter into a salary adjustment agreement with the Company pursuant to which the employee agrees to a reduction in direct remuneration (pre-tax contribution). Participants may also enter into a payroll deduction agreement with the Company for after-tax contributions. The total of these deductions (pre-tax and after-tax) may not exceed 17% of annual compensation (the "Participant's Contributions"). The Company, in the discretion of the Board of Directors, may make matching contributions, based on a Participant's contributions. Currently, the matching contribution is equal to one-half of the Participant's Contributions (pre-tax and aftertax) up to 6% of compensation, with a maximum matching contribution of 3% of annual compensation (the "Company Contribution"). INVESTMENTS. Matching contributions made on a Participant's behalf by the Company will be invested in shares of the common stock of the Company. Participants who have attained age 55 and have 10 years of Plan membership may transfer a portion of their matching contribution account out of the Instron Common Stock Fund in accordance with Section 401(a)28 of the Code. A Participant may direct that his pre-tax, after-tax and rollover contributions be invested in 10% increments in one or more of the following investment options designated by the Committee. Funds A-F are sponsored by The Vanguard Group. The description of each of the Vanguard funds is qualified in its entirety by the prospectus for the fund which can be obtained from the Trustee. THERE CAN BE NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE THEIR STATED OBJECTIVES. FUND A - VANGUARD INVESTMENT CONTRACT TRUST. The Vanguard Variable Rate Investment Contract Trust provides for interest and safety of principal for a three year period by investing in fixed rate investment contracts and variable rate investment contracts issued by insurance companies or banks that are highly rated by the major credit rating agencies and viewed by Vanguard as being financially sound. The interest rate and principal of each contract are obligations of the issuing insurance company or bank, NOT of the Trustee of the Company. Certain restrictions, limitations and penalties apply to transfers or withdrawals of a participant's account balances out of this Fund. These restrictions are described in the materials provided by the Trustee. 9 10 FUND B - VANGUARD MONEY MARKET RESERVES - PRIME PORTFOLIO. The Vanguard Money Market Reserves - Prime Portfolio ("Prime Portfolio") is a money market fund that seeks maximum current income, preservation of capital and liquidity by investing in a portfolio of high-quality money market instruments that mature in one year or less. These include negotiable certificates of deposit, bankers' acceptances, commercial paper, and other short-term corporate obligations. The Prime Portfolio seeks to maintain a net asset value of $1.00 per share. An investment in the Prime Portfolio is neither insured nor guaranteed by the U.S. Government, the Trustee or the Company, and there can be no assurance that the Prime Portfolio will be able to maintain a stable net asset value of $1.00 per share or that it will achieve any particular level of current income. FUND C - VANGUARD FIXED INCOME SECURITIES FUND - INVESTMENT GRADE CORPORATE PORTFOLIO. The Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio ("Corporate Portfolio") is a fixed income fund whose primary objective is to provide a high level of current income consistent with maintenance of principal and liquidity by investing in a diversified portfolio of long-term, investment grade bonds. The Corporate Portfolio emphasizes high-quality corporate bonds. At least 70% of the Corporate Portfolio is invested in a diversified portfolio of bonds that, at the time of purchase, were selected from the four highest grades assigned by Moody's Investors Service or Standard & Poor's Corporation. The Corporate Portfolio is designed for investors who are seeking a high-quality, long-term corporate bond portfolio and who are willing to accept the potential of significant share price volatility due to the relatively long average maturity of Corporate Portfolio's investments. FUND D - VANGUARD WINDSOR FUND. The Vanguard Windsor Fund is an equity fund whose primary objective is to seek long-term growth of capital and income by investing in a portfolio of common stocks. As a secondary objective, this Fund also seeks to provide a reasonable level of current income. Although the Fund invests primarily in common stocks, it may invest in money market instruments, fixed income securities and other equity securities, such as preferred stock. The Fund may also invest in stock futures contracts and options. FUND E - VANGUARD STAR PORTFOLIO. The Vanguard Star Portfolio is a diversified equity and fixed income fund whose primary objective is to maximize long-term total return of capital and income. The Star Portfolio invests 60%-70% of its assets in seven Vanguard equity funds, including Vanguard/Windsor Fund, Vanguard/Windsor II, Vanguard Index Trust-500 Portfolio, Vanguard/PRIMECAP Fund, Vanguard Morgan Growth Fund, and Vanguard Explorer Fund. Approximately 30%-40% of Star Portfolio's assets are invested in three Vanguard fixed-income portfolios including Long-Term Corporate Portfolio and GNMA Portfolio of Vanguard Fixed Income Securities Fund, and Prime Portfolio of Vanguard Money Market Reserves. FUND F - VANGUARD U.S. GROWTH FUND. The Vanguard U.S. Growth Portfolio seeks long-term capital appreciation by investing in a diversified portfolio of common stocks with above-average growth potential. Dividend income is considered incidental. The U.S. Growth Portfolio invests primarily in the common stocks of companies whose prospects for growth are believed to be favorable. Such companies tend to have exceptional records, strong market positions, good financial strength, and low sensitivity to changing economic conditions. Securities will be selected solely on the basis of their appreciation potential as determined from an assessment of their fundamental value and consideration of prevailing market conditions. 10 11 INSTRON COMMON STOCK FUND. Contributions allocated to the Instron Common Stock Fund are invested in common shares of Instron Corporation ("Instron Common Stock") which is purchased by the Trustee on the open market or directly from the Company, depending on market conditions. The value of the Instron Common Stock Fund is subject to fluctuation in the market price of Instron Common Stock and there is no guarantee of investment performance. VESTING AND VOTING RIGHTS. Each Participant is, at all times, 100% vested in all of the investments in his account, including both those arising from Participant's Contributions and those arising from the Company's Contributions. Each Participant has the right to direct the Trustee's vote as to the number of Instron Corporation common shares standing to his credit in his account on the record date for any Company stockholder meeting. The Committee will direct the Trustee to vote proxies and take similar action with respect to the Plan's securities ownership other than Instron Corporation common shares. PARTICIPANT'S ACCOUNTING. Each participant's account is independently maintained by the Trustee and reflects all Participant's contributions and Company's contributions by both contribution and investment category. Accounts are periodically adjusted to reflect the effect of investment income, realized and unrealized investment gains and losses and withdrawals and other distributions. BENEFITS. Participants are entitled to receive their entire interest in the Instron Plan in a lump sum whenever their employment with the Company terminates for any reason. Benefits are paid in cash, unless a Participant elects to receive an in-kind distribution of shares of Instron Common Stock credited to his account. During the period of employment with the Company, participants may (if they are over 59-1/2 years of age, or under certain hardship conditions) be entitled to withdraw part or all of their interest (exclusive of a portion of earnings) in investments arising from Participant's contributions, but not their interests in investments arising from the Company's matching contribution. If such withdrawals are non-hardship condition withdrawals, matching Company Contributions will be suspended during the twelve months following the withdrawal. All such withdrawals (except an amount equal to a Participant's after-tax contribution) are subject to federal income tax. In addition, a 10% excise tax is imposed on withdrawals made before the age of 59-1/2 years. Withdrawals of Company matching funds on the employee pre-tax and after-tax contributions are allowed upon termination of employment or retirement. Benefit payments are generally distributed within 60 days after the Participant becomes entitled to receive them, in a manner prescribed by the Committee. Special rules apply in the case of a Participant's death. PARTICIPANT LOANS. Active participants are permitted to borrow funds from their pre-tax, after-tax and rollover accounts in the Plan subject to certain limitations. Loans are not permitted from a Participant's Company Contribution account. During the 1995 Plan year, the interest rate on these loans is equal to Bank of Boston's prime rate plus 1%, at the time the loan is granted. These loans generally must be repaid over a period of no longer than 5 years. Interest paid by a Participant is credited to the account(s) from which the loan is made. Investment income includes interest income of $76,074, $59,823 and $60,114 from employee loans for the years ended December 31, 1995, 1994, and 1993, respectively. 11 12 MERGED PROFIT SHARING ACCOUNTS. In September 1995, the Instron Corporation Employees' Profit Sharing Plan was merged into the Plan. All participants are 100% vested in their transferred profit sharing accounts. Upon termination of employment, profit sharing accounts are distributed at the election of the participant in a lump sum, by purchase of an annuity or by installment payments over a period of up to 15 years. Participants may take loans from their profit sharing accounts in accordance with the rules discussed above. OTHER. The Company's contributions may be made only to the extent the Company has available allowable deductions under the Internal Revenue Code. The contribution percentages of certain participants may be reduced under certain circumstances and other steps may be taken, as outlined in the Instron Plan, in order to maintain the Plan's tax exempt status. There are special rules to allow "Rollover Contributions" of amounts received by employees from certain other retirement plans, as defined in the Plan. The following is a description of the provisions of the LMS Plan - Division II: ELIGIBILITY. Employees of Laboratory MicroSystems, Inc. ("LMS") are eligible to participate in the LMS Plan on the earlier of the first day of the Plan Year or the fourth, seventh or tenth month of the Plan Year coinciding with or next following the completion of six (6) months of service and attainment of age 21. ADMINISTRATION. The LMS Plan is administered by an LMS-appointed Trustee. The First Albany Corporation acts as recordkeeper and custodian of the securities and investments held by the LMS Plan. CONTRIBUTIONS. The LMS Plan permits five types of contributions: employee pre-tax contributions, employee after-tax contributions, employee rollover contributions, Company matching contributions and discretionary contributions. Each eligible employee may voluntarily enter into a salary adjustment agreement pursuant to which the employee agrees to a reduction in direct remuneration (pre-tax contribution). The total of these contributions may not exceed the limitation prescribed by law. Participants may also enter into a payroll deduction agreement with LMS for after-tax contributions (up to 6% of compensation). The matching contribution for the 1995 year was equal to 33-1/3% of a Participant's salary reduction contributions (only salary reductions up to 6% of a Participant's compensation are considered for this purpose). Participants must also complete 1,000 hours of service to be eligible for a matching contribution. LMS may also make a contribution, in its sole discretion, to be allocated on the basis of total compensation. For 1995, LMS made contributions totalling $22,540. INVESTMENTS. A participant may direct that his pre-tax, after-tax contributions, rollover contributions, LMS matching contributions and discretionary contributions made on a participant's behalf be invested in various investment options. The majority of participant investments are in mutual funds sponsored by The American Funds Groups and in individual corporate stocks, which are principally included under the "Other" caption of Note 7. 12 13 VESTING. Each participant is 100% vested in all amounts credited to their accounts. As of December 31, 1995 and 1994, there were no forfeited non-vested accounts. BENEFITS. Whenever employment with LMS terminates for any reason, participants are entitled to receive their interest in the LMS Plan in a single lump sum payment or in equal installments over a period of not more than the participant's assumed life expectancy at the time of distribution. During the period of employment with LMS, Participants may be entitled to withdraw part or all of their interests in the LMS Plan (exclusive of a portion of earnings if they are over 59-1/2 years of age or under certain hardship conditions.) All such withdrawals (except an amount equal to a Participant's after-tax contributions) are subject to federal income tax. In addition, a 10% excise tax is imposed on withdrawals made before the age of 59 1/2 years. PARTICIPANT LOANS. Active participants are permitted to borrow funds from their accounts in the Plan subject to certain limitations. During the 1995 Plan year, the interest rate on these loans is equal to the prime rate plus 1% as reported in the Wall Street Journal, at the time the loan is granted. These loans generally must be repaid over a period of no longer than 5 years. Interest paid by a Participant is credited to the account(s) from which the loan is made. OTHER. The LMS contributions may be made only to the extent that the Company has available allowable deductions under the Internal Revenue Code. The contribution percentages of certain Participants may be reduced under certain circumstances and other steps may be taken, as outlined in the Plan in order to maintain the Plan's tax exempt status. There are special rules to allow "rollover contributions" of amounts received by employees from certain other retirement plans, as defined in the Plan. PARTICIPANTS ACCOUNTING. Each participant's account is independently maintained by the Trustee and reflects all participant's contributions and LMS's contributions. Accounts are periodically adjusted to reflect the effect of investment income, realized and unrealized investment gains and losses, withdrawals and other distributions. 13 14 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- BASIS OF ACCOUNTING. The accompanying financial statements have been prepared on the accrual basis of accounting. INVESTMENT VALUATION. Investments in mutual fund shares are valued at the net asset value announced by the fund as of the close of business on the last business day of the year. Investments in Instron Corporation's common stock are valued at the last reported sales price on the last business day of the year. In the event that no sale was reported on that date, such investments are valued at the mean of the last reported bid and asked price or the price of the last sale reported, whichever is more recent. Investments in shares of Vanguard's Variable Rate Investment Contract Trust are stated at cost, which approximates fair value. Participants' loans receivable are valued at cost, which approximates fair value. All investments of the Plan are valued at fair values as estimated in good faith by the record keeper. SECURITY TRANSACTIONS AND INVESTMENT INCOME. Sales of shares of the collective investment trust are recorded on the Trustee's valuation dates (the last day of each calendar month). All other security transactions are recorded on the trade date. Realized gains or losses on security transactions are recorded as the difference between proceeds received and cost as determined on the average cost basis. Transfers between investment options are treated as the purchase of one investment option out of the proceeds of the sale of another. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. In accordance with the policy of stating investments at current value, net unrealized appreciation or depreciation for the period is reflected in the Statement of Income and Changes in Plan Equity. BENEFITS PAYABLE. Benefits payable, included in Plan equity, is $0 at December 31, 1995 and 1994. These amounts will be recorded as distributions payable in the Plan's Form 5500, in accordance with the Department of Labor's rules and regulations. EXPENSES OF THE PLAN. All expenses incurred in the administration of the Plan and the Trust are charged to and paid by the Company. To the extent not paid by the Company, the expenses may be charged against the Trust assets. NET APPRECIATION (DEPRECIATION). The Plan presents in the Statement 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. USE OF ESTIMATES. These financial statements include estimates and assumptions that affect reported amounts of assets, liabilities and Plan equity. 14 15 NOTE 3 - INVESTMENTS - -------------------- At December 31, 1995 and 1994 the number of participants in each investment program, the number of units/shares, cost and the current value of investments held were as follows:
December 31, 1995 --------------------------------------------------- Units/ Market/Fair Participants Shares Cost Value ------------ --------- ----------- ------------ Instron Common Stock 488 475,375 $ 5,259,402 $ 6,417,563* Vanguard Windsor Fund 391 673,484 9,223,346 9,785,727* Vanguard Fixed Income Securities Fund, Investment Grade Bond Portfolio 178 197,591 1,700,111 1,872,973* Vanguard Money Market Trust, Prime Portfolio 181 2,453,458 2,453,458 2,453,458* Vanguard Variable Rate Investment Contract Trust 281 5,074,088 5,074,088 5,074,088* Vanguard Star Portfolio 73 41,173 583,429 618,417 Vanguard U.S. Growth Fund 76 29,088 508,748 591,950 Loan Fund 148 0 978,877 978,877 Other 46 0 464,259 503,821 ----------- ----------- Total $26,245,718 $28,296,874 =========== =========== *Exceed 5% of Plan Assets
15 16
DECEMBER 31, 1994 ----------------- Units/ Market/Fair Participants Shares Cost Value ------------ --------- ----------- ------------ Instron Common Stock 474 434,635 $ 4,686,423 $ 5,414,741* Vanguard Windsor Fund 365 542,273 7,181,536 6,799,496* Vanguard Fixed Income Securities Fund, Investment Grade Bond Portfolio 178 170,606 1,454,653 1,368,447* Vanguard Money Market Trust, Prime Portfolio 178 1,586,328 1,586,328 1,586,328* Vanguard Variable Rate Investment Contract Trust 282 3,212,726 3,212,726 3,212,726* Vanguard Star Portfolio 40 19,520 255,889 243,115 Vanguard U.S. Growth Fund 33 14,965 223,518 226,332 Vanguard Fixed Rate Investment Contract Trust III-92, 5.85% 235 1,202,231 1,202,231 1,202,231* Loan Fund 137 0 865,885 865,885 Other 40 0 320,086 318,649 ----------- ----------- Total $20,989,275 $21,237,950 =========== =========== *Exceed 5% of Plan Assets.
NOTE 4 - PLAN TERMINATION - ------------------------- The Company believes the Plan will continue without interruption, but reserves the right to terminate or amend the Plan or discontinue contributions thereto. In the event that both the Plan and the related trust funds terminate, all participants' accounts continue to be fully vested and nonforfeitable. All accounts will be valued as of the termination date and all account balances will be distributed in full to participants, in the form of cash and/or Company common stock. 16 17 NOTE 5 - FEDERAL INCOME TAXES - ----------------------------- The Plan and its related trust are intended to satisfy the provisions of Sections 401 and 501 of the Code as amended from time to time and under any corresponding provisions of the Code which may be enacted. The Instron Plan is also designed to qualify as an "employee stock ownership plan" under Section 4975(e) of the Code. Accordingly, the Plan is intended to be exempt from Federal Income taxes. The Plan last received a favorable determination letter dated November 6, 1995, from the IRS in connection with the Plan as amended and restated December 27, 1994, effective generally as of January 1, 1989 and as amended by the second amendment effective November 1, 1989. Management believes the Plan is operating in compliance with the requirements of the IRS to maintain its tax exempt status. Management is committed to amend the Plan as necessary to maintain its tax exempt status. Annual Participant's contributions up to $9,240 in 1995, adjusted annually for cost of living, the Company's contributions, and earnings on all contributions may be tax deferred. In addition, when any shares of Common Stock of the Company are distributed as part of a lump distribution to an employee, a portion of the tax thereon (on net unrealized appreciation) may be postponed until the time of disposition of such shares. Tax on Plan distributions may be deferred to the extent a distribution is rolled over into another qualified plan or an IRA in accordance with IRS rules. 17 18 NOTE 6 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS -------------------------------------------------------------------------
December 31, 1995 ------------------------------------------------------------------------------------------------------------------ Vanguard Instron Fixed Vanguard Vanguard Common/ Common Vanguard Income Money Vanguard U.S. Collective Stock Windsor Securities Market Star Growth Investment Loan Fund Fund Fund Trust Portfolio Fund Trust Fund Other Total -------- --------- ---------- -------- --------- -------- ---------- ---- ------- ------ Assets - ------ Cash $ 26,252 $ 26,252 Investments at current value 6,417,563 9,785,727 1,872,973 2,453,458 618,417 591,950 5,074,088 978,877 503,821 28,296,874 Contributions receivable: Employee 2,613 27,695 4,942 4,773 2,830 3,113 15,611 61,577 Employer 18,717 22,540 41,257 Dividends receivable 19,265 19,265 Other receivable 28,627 7,800 1,109 1,782 1,258 306 4,548 45,430 ---------- ---------- --------- ---------- -------- ---------- ---------- -------- -------- ----------- Total Plan Assets $6,513,037 $9,821,222 $1,879,024 $2,460,013 $622,505 $ 595,369 $5,094,247 $978,877 $526,361 $28,490,655 ========== ========== ========== ========== ======== ========== ========== ======== ======== =========== Liabilities and Plan Equity: - --------------- Accounts payable $ 38,080 $ 38,080 Plan Equity 6,474,957 9,821,222 1,879,024 2,460,013 622,505 595,369 5,094,247 978,877 526,361 28,452,575 ---------- ---------- ---------- ---------- -------- ---------- ---------- -------- -------- ----------- Total Liabilities and Plan Equity $6,513,037 $9,821,222 $1,879,024 $2,460,013 $622,505 $ 595,369 $5,094,247 $978,877 $526,361 $28,490,655 ========== ========== ========== ========== ======== ========== ========== ======== ======== =========== 18
19 NOTE 6 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS -------------------------------------------------------------------------
December 31, 1994 ------------------------------------------------------------------------------------------------------------------ Common/ Vanguard Collective Instron Fixed Vanguard Vanguard Investment Common Vanguard Income Money Vanguard U.S. Trust 1994, Stock Windsor Securities Market Star Growth 1993 and Loan Fund Fund Fund Trust Portfolio Fund III-92 Fund Other Total -------- --------- ---------- -------- --------- -------- ---------- ---- ------- ------ Assets - ------ Cash $ 63,489 $ 63,489 Investments at current value 5,414,741 6,799,496 1,368,447 1,586,328 243,115 226,332 4,414,957 865,885 318,649 21,237,950 Contributions receivable: Employee 2,588 27,727 4,929 4,806 2,834 3,081 15,650 61,615 Employer 15,609 20,912 36,521 Dividends receivable 13,063 13,063 Other receivable 668 668 ---------- ---------- --------- ---------- -------- ---------- ---------- -------- -------- ----------- Total Plan Assets $5,510,158 $6,827,223 $1,373,376 $1,591,134 $245,949 $ 229,413 $4,430,607 $865,885 $339,561 $21,413,306 ========== ========== ========== ========== ======== ========== ========== ======== ======== =========== Liabilities and Plan Equity: - --------------- Accounts payable $ 66,771 $ 66,771 Plan Equity 5,443,387 6,827,223 1,373,376 1,591,134 245,949 229,413 4,430,607 865,885 339,561 21,346,535 ---------- ---------- ---------- ---------- -------- ---------- ---------- -------- -------- ----------- Total Liabilities and Plan Equity $5,510,158 $6,827,223 $1,373,376 $1,591,134 $245,949 $ 229,413 $4,430,607 $865,885 $339,561 $21,413,306 ========== ========== ========== ========== ======== ========== ========== ======== ======== =========== 19
20 NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS ------------------------------------------------------------------------------------
For the year ended December 31, 1995 ------------------------------------------------------------------------------------------------------------------ Vanguard Instron Fixed Vanguard Vanguard Common/ Common Vanguard Income Money Vanguard U.S. Collective Stock Windsor Securities Market Star Growth Investment Loan Fund Fund Fund Trust Portfolio Fund Trust Fund Other Total -------- --------- ---------- -------- --------- -------- ---------- ---- ------- ------ Investment Income: Interest $ 2,085 $ $ $ $ $ $ 283,457 $ 76,815 $ 391 $ 362,748 Dividends 68,718 1,095,273 113,615 101,953 40,753 23,577 0 0 15,039 1,458,928 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net investment income 70,803 1,095,273 113,615 101,953 40,753 23,577 283,457 76,815 15,430 1,821,676 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net appreciation in the fair value of investments 489,962 1,024,773 259,380 0 52,122 88,617 0 0 59,223 1,974,077 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- Net additions from invest- ment activity 560,765 2,120,046 372,995 101,953 92,875 112,194 283,457 76,815 74,653 3,795,753 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Contributions: Participants 184,727 1,073,855 170,092 999,766 241,578 202,067 801,663 0 105,807 3,779,555 Employer 529,218 0 0 0 0 0 0 0 43,452 572,670 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- 713,945 1,073,855 170,092 999,766 241,578 202,067 801,663 0 149,259 4,352,225 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Total additions 1,274,710 3,193,901 543,087 1,101,719 334,453 314,261 1,085,120 76,815 223,912 8,147,978 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Less, benefit and termination payments to participants: Distributions paid to participants 163,539 430,461 62,793 118,010 21,538 14,488 173,411 30,710 26,988 1,041,938 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- 1,111,171 2,763,440 480,294 983,709 312,915 299,773 911,709 46,105 196,924 7,106,040 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Interfund transfers (79,601) 230,559 25,354 (114,831) 63,642 66,183 (248,069) 66,887 (10,124) 0 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net increase (decrease) in plan equity 1,031,570 2,993,999 505,648 868,878 376,557 365,956 663,640 112,992 186,800 7,106,040 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Plan equity at beginning of year 5,443,387 6,827,223 1,373,376 1,591,134 245,949 229,413 4,430,607 865,885 339,561 21,346,535 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Plan equity at end of year $6,474,957 $9,821,222 $1,879,024 $2,460,012 $622,506 $595,369 $5,094,247 $978,877 $526,361 $28,452,575 ========== ========== ========== ========== ======== ======== ========== ======== ======== =========== 20
21 NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS ------------------------------------------------------------------------------------
For the year ended December 31, 1994 ------------------------------------------------------------------------------------------------------------------ Common/ Vanguard Collective Instron Fixed Vanguard Vanguard Investment Common Vanguard Income Money Vanguard U.S. Trust 1994, Stock Windsor Securities Market Star Growth 1993 and Loan Fund Fund Fund Trust Portfolio Fund III-92 Fund Other Total -------- --------- ---------- -------- --------- -------- ---------- ---- ------- ------ Investment Income: Interest $ 1,457 $ $ $ $ $ $ 247,348 $ 59,823 $ 10,263 $ 318,891 Dividends 49,307 635,845 112,864 62,080 12,410 2,039 0 0 4,531 879,076 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net investment income 50,764 635,845 112,864 62,080 12,410 2,039 247,348 59,823 14,794 1,197,967 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net appreciation (depreciation) in the fair value of investments 607,392 (668,245) (190,989) 0 (12,866) 2,860 0 0 (6,099) (267,947) ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- Net additions from investment activity 658,156 (32,400) (78,125) 62,080 (456) 4,899 247,348 59,823 8,695 930,020 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- Contributions: Participants 104,386 693,917 155,784 159,868 54,474 77,169 390,139 0 67,076 1,702,813 Employer 475,194 0 0 0 0 0 0 0 20,912 496,105 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- 579,580 693,917 155,784 159,868 54,474 77,169 390,139 0 87,988 2,198,918 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- Total additions 1,237,736 661,517 77,659 221,948 54,018 82,068 637,487 59,823 96,683 3,128,938 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ---------- Less, benefit and termination payments to participants: Distributions paid to participants 104,668 158,663 82,484 22,751 11,347 0 77,825 8,528 0 466,266 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- 1,133,068 502,854 (4,825) 199,197 42,671 82,068 559,662 51,295 96,683 2,662,672 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Interfund transfers 43,687 86,033 (44,596) (310,372) 203,278 147,345 (164,826) 39,451 0 0 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net increase (decrease) in plan equity 1,176,755 588,887 (49,421) (111,175) 245,949 229,413 394,836 90,746 96,683 2,662,672 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Plan equity at beginning of year 4,266,632 6,238,336 1,422,797 1,702,309 0 0 4,035,771 775,139 242,879 18,683,863 ---------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------- Plan equity at end of year $5,443,387 $6,827,223 $1,373,376 $1,591,134 $245,949 $229,413 $4,430,607 $865,885 $339,561 $21,346,535 ========== ========== ========== ========== ======== ======== ========== ======== ======== =========== 21
22 NOTE 7 - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS ------------------------------------------------------------------------------------
For the year ended December 31, 1993 ------------------------------------------------------------------------------------------------------------------ Common/ Vanguard Collective Instron Fixed Vanguard Investment Common Vanguard Income Money Trust 1993, Stock Windsor Securities Market III-1992 Loan Fund Fund Fund Trust and III-91 Fund Other Total -------- --------- ---------- -------- ---------- ---- ------- ------ Investment Income: Interest $ 969 $ 0 $ 0 $ 0 $ 242,483 $ 60,114 $ 2,576 $ 306,142 Dividends 43,458 528,934 123,997 56,006 0 0 6,584 758,979 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Net investment income 44,427 528,934 123,997 56,006 242,483 60,114 9,160 1,065,121 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Net appreciation in the fair value of investments 377,011 425,291 38,153 0 0 0 7,463 847,918 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Net additions from investment activity 421,438 954,225 162,150 56,006 242,483 60,114 16,623 1,913,039 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Contributions: Participants 146,496 685,209 229,214 252,921 452,882 0 18,242 1,784,964 Employer 426,979 0 0 0 0 0 0 426,979 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- 573,475 685,209 229,214 252,921 452,882 0 18,242 2,211,943 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Total additions 994,913 1,639,434 391,364 308,927 695,365 60,114 34,865 4,124,982 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Less, benefit and termination payments to participants: Distributions paid to 186,758 295,913 32,583 323,663 133,753 1,010 6,786 980,466 participants ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- 808,155 1,343,521 358,781 (14,736) 561,612 59,104 28,079 3,144,516 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Interfund transfers 64,280 296,349 (28,580) (259,541) (35,719) ( 36,789) 0 0 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Assets acquired in merger of LMS (see Note 1) 5,563 0 0 0 0 0 214,800 220,363 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Net increase (decrease) in plan equity 877,998 1,639,870 330,201 (274,277) 525,893 22,315 242,879 3,364,879 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Plan equity at beginning of year 3,388,634 4,598,466 1,092,596 1,976,586 3,509,878 752,824 0 15,318,984 ---------- ---------- ---------- ---------- ---------- -------- -------- ----------- Plan equity at $4,266,632 $6,238,336 $1,422,797 $1,702,309 $4,035,771 $775,139 $242,879 $18,683,863 end of year ========== ========== ========== ========== ========== ======== ======== =========== 22
23 NOTE 8 - PARTIES IN INTEREST - ---------------------------- A portion of the Plan's investments are shares of mutual funds managed by Vanguard Fiduciary Trust Company (Vanguard). Vanguard acts as trustee, recordkeeper and custodian of the securities and investments held by the Instron Plan. 23 EX-99.1 2 CONSENT OF COOPERS & LYBRAND, LLP 1 EXHIBIT I CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in the registration statement on Form S-8 (File No. 2-91694) of our report dated June 21, 1996, on our audits of the financial statements of Instron Corporation Savings and Security Plan as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, which report is included in this Form 11-K. /s/ Coopers & Lybrand L.L.P. --------------------------- COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 28, 1996 24 -----END PRIVACY-ENHANCED MESSAGE-----