-----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, Hi2hAo18DwhPawQlwTrQ+r4xtyKfwGxR8dZIfamVJ44ICaB1awP9NTXDiky3ZSVI NwmaewEu2ZhkPB1P/g25Ww== 0000930661-96-000722.txt : 19960701 0000930661-96-000722.hdr.sgml : 19960701 ACCESSION NUMBER: 0000930661-96-000722 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI CHEMICAL CORP /MS/ CENTRAL INDEX KEY: 0000066895 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 640292638 STATE OF INCORPORATION: MS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20411 FILM NUMBER: 96588808 BUSINESS ADDRESS: STREET 1: HIGHWAY 49 EAST CITY: YAZOO CITY STATE: MS ZIP: 39194 BUSINESS PHONE: 6017464131 MAIL ADDRESS: STREET 1: P O BOX 388 CITY: YAZOO CITY STATE: MS ZIP: 39194 FORMER COMPANY: FORMER CONFORMED NAME: MISSISSIPPI CHEMICAL CORP DATE OF NAME CHANGE: 19920703 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 or [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________ A. Full title of the plans and the address of the plans, if different from that of the issuer named below: Mississippi Chemical Corporation Thrift Plan Plus Mississippi Phosphates Corporation 401(k) Retirement Plan Mississippi Phosphates Corporation is a wholly owned subsidiary of Mississippi Chemical Corporation B. Name of issuer of the securities held pursuant to the plans and the address of its principal executive office: Mississippi Chemical Corporation P.O. Box 388 Yazoo City, Mississippi 39194 Financial Statements and Exhibits --------------------------------- (A) Financial Statements: Mississippi Chemical Corporation Thrift Plan Plus Report of Independent Accountants Financial Statements Prepared in Accordance with the Financial Reporting Requirements of ERISA Notes to Financial Statements Schedules to Financial Statements Mississippi Phosphates Corporation 401(k) Retirement Plan Report of Independent Accountants Financial Statements Prepared in Accordance with the Financial Reporting Requirements of ERISA Notes to Financial Statements Schedules to Financial Statements (B) Exhibits: 23.1 Consent of Arthur Andersen LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the Mississippi Chemical Corporation Thrift Plan Plus and the Mississippi Phosphates Corporation 401(k) Retirement Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS By: MISSISSIPPI CHEMICAL CORPORATION, Plan Administrator By:/s/ Charles O. Dunn ----------------------------------------- Charles O. Dunn President and Chief Executive Officer MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN By: MISSISSIPPI PHOSPHATES CORPORATION, Plan Administrator By:/s/ Charles O. Dunn ----------------------------------------- Charles O. Dunn President and Chief Executive Officer Dated: June 28, 1996 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ----------------------------------------------- AS OF DECEMBER 31, 1995 AND 1994 -------------------------------- TOGETHER WITH AUDITORS' REPORT ------------------------------ MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ----------------------------------------------- AS OF DECEMBER 31, 1995 AND 1994 -------------------------------- TOGETHER WITH AUDITORS' REPORT ------------------------------ INDEX ----- PAGE ---- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS: STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3 NOTES TO FINANCIAL STATEMENTS 4 - 7 SUPPLEMENTAL SCHEDULES: SCHEDULE OF REPORTABLE TRANSACTIONS 8 SCHEDULE OF ASSETS HELD FOR INVESTMENT 9 Report of Independent Public Accountants To the Thrift Committee of the Mississippi Chemical Corporation Thrift Plan Plus: We have audited the accompanying statements of net assets available for benefits of the Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year 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 these audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of reportable transactions and assets held for investment are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Memphis, Tennessee, June 5, 1996. 1 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ----------------------------------------------- AS OF DECEMBER 31 -----------------
1995 1994 ----------- ----------- Investments: - ----------- Investment Contract Fund: Vanguard Investment Contract Trust Fund $26,045,671 $21,198,617 Guaranteed Accumulation Accounts: Metropolitan Life Insurance Company 3,206,723 3,418,067 Protective Life Insurance Company - 3,626,284 EB Capital Stable Fund - 1,306,229 Cash and Cash Equivalents 92,966 228,917 ----------- ----------- 29,345,360 29,778,114 Vanguard Bond Index Fund 236,532 219,139 Vanguard Wellington Fund 5,146,975 3,601,677 Vanguard 500 Portfolio Fund 3,727,801 2,226,148 Vanguard U. S. Growth Fund 2,854,981 1,784,600 MCC Stock Fund 240,418 - Participant Loan Fund 519,953 - ----------- ----------- Total Investments 42,072,020 37,609,678 Receivables: - ----------- Contributions Receivable 144,434 94,207 Interest Receivable 151,692 866 Excess Benefits Receivable - 2,469 ----------- ----------- Total Receivables 296,126 97,542 ----------- ----------- Net Assets Available for Benefits $42,368,146 $37,707,220 =========== ===========
The accompanying notes to financial statements are an integral part of this statement. 2 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------
Vanguard Vanguard Vanguard Vanguard Investment Bond Vanguard 500 U.S. Contract Index Wellington Portfolio Growth Total Fund Fund Fund Fund Fund --------------- ------------ -------- ----------- ---------- --------- Additions: - --------- Investment Income $ 4,862,292 $ 1,788,564 $ 46,077 $1,204,206 $ 907,286 $ 750,833 ----------- ----------- -------- ---------- ---------- ---------- Contributions: Participants' 1,867,534 857,033 41,972 323,287 259,005 226,627 Employer's 631,314 313,020 10,389 120,253 90,819 80,830 ----------- ----------- -------- ---------- ---------- ---------- Total Contributions 2,498,848 1,170,053 52,361 443,540 349,824 307,457 ----------- ----------- -------- ---------- ---------- ---------- Total Additions 7,361,140 2,958,617 98,438 1,647,746 1,257,110 1,058,290 Deductions: - ---------- Benefits Paid to Participants 2,700,214 2,472,177 5,622 66,806 83,554 72,009 ----------- ----------- -------- ---------- ---------- ---------- Net Increase Prior to Interfund Transfers 4,660,926 486,440 92,816 1,580,940 1,173,556 986,281 Interfund Transfers 0 (919,194) (75,423) (35,642) 328,097 84,100 ----------- ----------- -------- ---------- ---------- ---------- Net Increase (Decrease) 4,660,926 (432,754) 17,393 1,545,298 1,501,653 1,070,381 Net Assets Available for Benefits: Beginning of Year 37,707,220 29,778,114 219,139 3,601,677 2,226,148 1,784,600 ----------- ----------- -------- ---------- ---------- ---------- End of Year $42,368,146 $29,345,360 $236,532 $5,146,975 $3,727,801 $2,854,981 ========== =========== ======== ========== ========== ==========
MCC Participate Stock Loan Fund Fund Other -------- ---------- -------- Additions: - --------- Investment Income $ 13,633 $ - $ 151,693 -------- -------- --------- Contributions: Participants' 27,335 - 132,275 Employer's 3,845 - 12,158 -------- -------- --------- Total Contributions 31,180 - 144,433 -------- -------- --------- Total Additions 44,813 - 296,126 Deductions: - ---------- Benefits Paid to Participants 46 - - -------- -------- --------- Net Increase Prior to Interfund Transfers 44,767 - 296,126 Interfund Transfers 195,651 519,953 (97,542) -------- -------- --------- Net Increase (Decrease) 240,418 519,953 198,584 Net Assets Available for Benefits: Beginning of Year - - 97,542 -------- -------- --------- End of Year $240,418 $ 519,953 $ 296,126 ======== ========= =========
The accompanying notes to financial statements are an integral part of this statement. 3 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- AS OF DECEMBER 31, 1995 ----------------------- 1. DESCRIPTION OF THE PLAN: ------------------------ General The Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") is designed to encourage and assist employees in a long-range program of savings. The Plan became effective as of January 1, 1984 and is an amendment to and restatement of the Mississippi Chemical Corporation Thrift Plan which resulted from the merger on January 1, 1983 of the Mississippi Chemical Corporation Savings and Investment (Thrift) Plan, established July 1, 1973, and the Mississippi Chemical Corporation New Mexico Facility Savings and Investment (Thrift) Plan, established September 1, 1975. The Plan was amended and restated as of January 1, 1985, in order to comply with Part I of the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984. The Plan complies with the provisions of Section 401(k) of the Internal Revenue Code, whereby the participant can defer the amount of his compensation contributed to the Plan from his taxable income until withdrawn from the Plan. Eligibility and Contributions Employees who work for Mississippi Chemical Corporation ("MCC") or Mississippi Potash, Incorporated (collectively the "Company") 1,000 hours within twelve months after their employment date are eligible to participate in the Plan after one year of service. Mississippi Potash, Incorporated is a wholly-owned subsidiary of MCC and its employees are eligible to participate in the Plan. An eligible employee may elect to make a salary deferral contribution up to 17.6% of his base compensation. For plan years beginning in 1995, the salary deferral contributions cannot exceed the maximum allowable under I.R.S. guidelines of $9,240. The Company matches 50% of the employee's contribution, but not in excess of 3% of the employee's base compensation. Former Plan participants who are reemployed on a regular, full-time basis become eligible to participate in the Plan immediately. Administration Administrative expenses of the Plan are paid by the Company. The operations of the Plan are administered and supervised by the Thrift Committee appointed by the Board of Directors of the Company. Participant Accounts Each participant's deferred account is credited with the participant's contribution and the investment earnings on them. A Company matching account is credited with the Company's matching contributions made on the participants' behalf, and the investment earnings on them. Participant non- deferred contributions and rollover contributions are maintained in a separate account for the participants making such contributions. Vesting A participant is fully vested in the portion of his account related to his own contributions. Upon death, disability or retirement, a participant will be fully vested in the employer's contribution. Employees are not vested in their Company matching account until completion of 5 years of vesting service at which time 100% vesting is achieved. Upon 4 1. DESCRIPTION OF THE PLAN (Continued): ------------------------------------ termination of the Plan, all funds in each participant's account shall be fully vested and non-forfeitable. Investment Options Beginning January 1, 1993, the Plan elected to utilize The Vanguard Group of Investment Companies ("Vanguard") as investment manager. Additionally, the existing guaranteed accumulation fund was renamed the Investment Contract Fund and is made up of both non-matured existing GIC's and the Vanguard Investment Contract Trust Fund. Contributions are invested, at the discretion of the individual participant, in investment funds managed by Vanguard. Effective July 1, 1995, the Plan elected to provide for a new investment option, the MCC Stock Fund. The MCC Stock Fund invests in securities of the Company. The Plan limits the amount of monthly contributions that participants may make to the MCC Stock Fund to 20% of total contributions. Additionally, participants' investments in the MCC Stock Fund are limited to 20% of their total account balance. Upon enrollment in the Plan, a participant may direct employee contributions in any of six investment options: a. Vanguard Investment Contract Trust Fund - Funds are invested in a pool of investment contracts issued by insurance companies and banks. b. Vanguard Bond Index Fund - Funds are invested in a diversified portfolio of U.S. Government and corporate bonds and mortgage-backed securities. c. Vanguard Wellington Fund - Funds are invested in a diversified portfolio of common stocks and bonds, with common stocks expected to represent 60% to 70% of the fund's total assets. d. Vanguard 500 Portfolio Fund - Funds are invested in common stocks in order to match the investment performance of the S & P 500 market index. e. Vanguard U.S. Growth fund - funds are invested in equity securities of companies in the U.S. f. MCC Stock Fund - Funds are invested in common stock of Mississippi Chemical Corporation. Effective January 1, 1995 participants may change their investment options as of the first day of any calendar month upon at least 10 days advance notice. Participant Loans Effective January 1, 1995, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the participant's vested account balance. The maximum term for loans is 5 years, except for loans to purchase the participant's primary residence. The loans are secured by the balance in the participant's account and bear interest at a fixed rate for the term of the loan. The interest rate shall be the prime rate of NationsBank as of the date of the loan plus 2%. 5 1. DESCRIPTION OF THE PLAN (Continued): ------------------------------------ Payment of Benefits On termination of service due to death, disability or normal retirement date, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested account or a combination of payments, on the dates and in the amounts specified subject to a minimum distribution of $500. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Basis of Accounting The financial statements of the Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") have been prepared on the accrual basis of accounting. Substantially all information in the accompanying financial statements was derived from information certified by NationsBank, the Plan trustee. The Plan administrator has certified that there were no party in interest transactions, nor were there any obligations or leases in default during the Plan year. Investment Valuation and Income Recognition The American Institute of Certified Public Accountants issued Statement of Position 94-4 ("SOP 94-4"), "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans," effective for fiscal years beginning after December 15, 1994. The Plan adopted SOP 94-4 during the current plan year. SOP 94-4 changes the Plan's reporting for certain investment contracts from contract value to fair market value. Fully- benefit responsive investment contracts (as defined in SOP 94-4) are valued at contract value, which represents contributions made under the contract, plus interest at the contract rate less funds withdrawn by the participants. All other investment contracts are reported at fair market value. The Plan's investments are stated as follows: the guaranteed investment contract (GIC) is valued at contract value. The fair value of the GIC is approximately $3,100,000, matures December 31, 1998 and bears interest at 7.70%. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year- end, Company stock is valued at its quoted market price and participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Investment income is recorded on an accrual basis. Benefit Payments Benefits are recorded when paid. Benefit payments and withdrawals are made by the Plan trustee at the direction of the Thrift Committee. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 6 3. UNAPPLIED FORFEITURES: ---------------------- Forfeitures represent the non-vested portions of the accounts of participants who have terminated or incurred a break in service during the Plan year. Unapplied forfeitures are those which will be used in the future to reduce necessary employer contributions. 4. PLAN TERMINATION: ----------------- The Board of Directors of the Company has the right to terminate the Plan, but has expressed no intention to do so. In the event of termination of the Plan, the account balances of all affected participants become fully vested and non- forfeitable. Each participant, retired participant or beneficiary shall then be entitled to receive any amounts credited to his account. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: ---------------------------------------------------- The following is a reconciliation of contributions receivable per the financial statements to the Form 5500:
December 31, ------------------------ 1995 1994 ------------------------ Contributions Receivable per the financial statements $ 144,434 $ 94,207 Contributions Receivable per the Form 5500 $ 99,279 $ (1,901) ---------- ---------- Amounts Due from Ending Pay Period $ 45,155 $ 96,108 ========== ==========
The Form 5500 does not include amounts due to the Plan as of December 31, 1995 and 1994, from the pay periods ended December 31, 1995 and January 1, 1995, respectively. 6. TAX STATUS: ----------- The Plan has received a favorable determination letter from the Internal Revenue Service dated July 31, 1995. The Internal Revenue Service has ruled that the Plan, as amended through April 27, 1995, is "qualified" for purposes of Section 401 of the Internal Revenue Code (the "Code"). In the opinion of management, the Plan is being operated in accordance with the requirements of Sections 401 and 501 of the Code. Any additional amendments to the Plan required to reflect 1986 and subsequent federal legislation will be formally adopted on a timely basis in accordance with guidelines issued by the Internal Revenue Service. Accordingly, no provision for Federal income taxes has been made in the accompanying financial statements. 7 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------
Number Net Gain of Total Number Sales or (Loss) Description of Asset Purchases Purchases of Sales Proceeds on Sales - -------------------- --------- -------- ------- --------- --------- Vanguard Investment Contract Fund 9 $ 4,739,913 4 $ 315,693 $ - Nations Government Money Market Fund A Shares 81 $ 5,952,035 33 $ 6,087,992 $ - Protective Life Insurance Company 1 $ 19,945 1 $ 3,722,433 $ -
8 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS ------------------------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT -------------------------------------- AS OF DECEMBER 31, 1995 -----------------------
Market/Contract Value Description of Investment Cost Value - ---------------------------------------- ------------ --------------- Vanguard Investment Contract Fund $ 26,044,952 $ 26,045,671 Metropolitan Life Insurance Company (GAC-18595B) $ 3,206,723 $ 3,206,723 Nations Government Money Market Fund $ 92,966 $ 92,966 Vanguard Bond Index Fund $ 226,812 $ 236,532 Vanguard Wellington Fund $ 4,259,748 $ 5,146,975 Vanguard 500 Portfolio Fund $ 2,872,939 $ 3,727,801 Vanguard U.S. Growth Fund $ 2,230,083 $ 2,854,981 MCC Stock Fund $ 228,506 $ 240,418 Participant Loan Fund $ 519,953 $ 519,953
9 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ----------------------------------------------- AS OF DECEMBER 31, 1995 AND 1994 -------------------------------- TOGETHER WITH AUDITORS REPORT ----------------------------- MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ----------------------------------------------- AS OF DECEMBER 31, 1995 AND 1994 -------------------------------- TOGETHER WITH AUDITORS REPORT ----------------------------- INDEX ----- PAGE ---- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS: STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3 NOTES TO FINANCIAL STATEMENTS 4 - 7 SUPPLEMENTAL SCHEDULES: SCHEDULE OF REPORTABLE TRANSACTIONS 8 SCHEDULE OF ASSETS HELD FOR INVESTMENT 9 Report of Independent Public Accountants To the Retirement Plan Committee of the Mississippi Phosphates Corporation 401(k) Retirement Plan: We have audited the accompanying statements of net assets available for benefits of Mississippi Phosphates Corporation 401(k) Retirement Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of reportable transactions and assets held for investment are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Memphis, Tennessee, June 5, 1996. 1 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ----------------------------------------------- AS OF DECEMBER 31 -----------------
1995 1994 ---------- -------- Investments: - ------------ Vanguard Investment Contract Fund $ 571,272 $371,517 Vanguard Bond Index Fund 71,595 43,372 Vanguard Wellington Fund 434,392 240,678 Vanguard 500 Portfolio Fund 211,751 106,761 Vanguard U. S. Growth Fund 154,115 99,461 MCC Stock Fund 22,789 - Participant Loan Fund 12,609 - ---------- -------- Total Investments 1,478,523 861,789 Receivables: - ------------ Contributions Receivable 33,154 15,189 Interest Receivable 10,626 - ---------- -------- Total Receivables 43,780 15,189 Net Assets Available for Benefits $1,522,303 $876,978 ========== ========
The accompanying notes to financial statements are an integral part of this statement. 2 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------
Vanguard Vanguard Vanguard Vanguard Mississippi Partici- Investment Bond Vanguard 500 U.S. Chemical pant Contract Index Wellington Portfolio Growth Corporation Loan Total Fund Fund Fund Fund Fund Stock Fund Fund Other ---------- ---------- -------- ---------- --------- -------- ----------- ------- -------- Additions: - ---------- Investment Income $ 231,401 $ 28,370 $ 9,645 $ 93,010 $ 47,859 $ 40,523 $ 1,368 $ - $ 10,626 Contributions: Participants' 337,309 134,705 16,235 83,934 36,520 33,937 2,454 - 29,524 Employer's 107,420 47,511 7,310 27,461 12,462 8,298 748 - 3,630 ---------- -------- ------- -------- -------- -------- ------- ------- -------- Total Contributions 444,729 182,216 23,545 111,395 48,982 42,235 3,202 - 33,154 ---------- -------- ------- -------- -------- -------- ------- ------- -------- Total Additions 676,130 210,586 33,190 204,405 96,841 82,758 4,570 - 43,780 Deductions: - ----------- Benefits Paid to Participants 30,805 - - 3,711 3,253 23,841 - - - ---------- -------- ------- -------- -------- -------- ------- ------- -------- Net Increase Prior to Interfund Transfers 645,325 210,586 33,190 200,694 93,588 58,917 4,570 - 43,780 Interfund Transfers 0 (10,831) (4,967) (6,980) 11,402 (4,263) 18,219 12,609 (15,189) ---------- -------- ------- -------- -------- -------- ------- ------ -------- Net Increase 645,325 199,755 28,223 193,714 104,990 54,654 22,789 12,609 28,591 Net Assets Available for Benefits: Beginning of Year 876,978 371,517 43,372 240,678 106,761 99,461 - - 15,189 ---------- -------- ------- -------- -------- -------- ------- ------- -------- End of Year $1,522,303 $571,272 $71,595 $434,392 $211,751 $154,115 $22,789 $12,609 $ 43,780 ========== ======== ======= ======== ======== ======== ======= ======= ========
The accompanying notes to financial statements are an integral part of this statement. 3 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- AS OF DECEMBER 31, 1995 ----------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Basis of Accounting The financial statements of the Mississippi Phosphates Corporation 401(k) Retirement Plan (the "Plan") have been prepared on the accrual basis of accounting. Substantially all information in the accompanying financial statements was derived from information certified by NationsBank, the Plan trustee. The Plan administrator has certified that there were no party in interest transactions, nor were there any obligations or leases in default during the Plan year. Investment Valuation and Income Recognition Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Mississippi Chemical Corporation ("MCC") stock is valued at its quoted market price. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Investment income is recorded on an accrual basis. Benefit Payments Benefits are recorded when paid. Benefit payments and withdrawals are made by the Plan trustee at the direction of the Retirement Plan Committee. 2. DESCRIPTION OF THE PLAN: ------------------------ General The Plan is designed to encourage and assist employees in a long-range program of savings. The Plan became effective as of January 1, 1993. The Plan was amended and restated as of August 1, 1995. The Plan complies with the provisions of Section 401(k) of the Internal Revenue Code, whereby the participant can defer the amount of his compensation contributed to the Plan from his taxable income until withdrawn from the Plan. Administrative expenses of the Plan are paid by Mississippi Phosphates Corporation (the "Company"). The operations of the Plan are administered and supervised by the Retirement Plan Committee appointed by the Board of Directors of the Company. Eligibility and Contributions Employees who work for the Company, a wholly-owned subsidiary of MCC, 1,000 hours within twelve months after their employment date are eligible to participate in the Plan after one year of service. An eligible employee may elect to make a salary deferral contribution up to 16% of his base compensation. 4 2. DESCRIPTION OF THE PLAN (Continued): ------------------------------------ For plan years beginning in 1995, the cash or deferred 401(k) arrangement for salary deferral contributions cannot exceed the maximum allowable under I.R.S. guidelines of $9,240. The Company matches 50% of the employee's contribution, but not in excess of 3% of the employee's base compensation. Participant Accounts Each participant's deferred account is credited with the participant's contribution and the investment earnings on them. A Company matching account is credited with the Company's matching contributions made on the participants' behalf, and the investment earnings on them. Participant rollover contributions are maintained in a separate account for the participants making such contributions. Vesting A participant is fully vested in the portion of his account related to his own contributions. Upon death, disability or retirement, a participant will be fully vested in the employer's contribution. Employees are not vested in their Company matching account until completion of 5 years of vesting service at which time 100% vesting is achieved. Upon termination of the Plan, all funds in each participant's account shall be fully vested and non-forfeitable. Investment Options The Plan elected to utilize The Vanguard Group of Investment Companies ("Vanguard") as investment manager. Contributions are invested, at the discretion of the individual participant, in investment funds managed by Vanguard. Upon enrollment in the Plan, a participant may direct employee contributions in any of six investment options: a. Vanguard Investment Contract Fund - Funds are invested in investment contracts issued by insurance companies and banks. b. Vanguard Bond Index Fund - Funds are invested in a diversified portfolio of U.S. Government and corporate bonds and mortgage-backed securities. c. Vanguard Wellington Fund - Funds are invested in a diversified portfolio of common stocks and bonds, with common stocks expected to represent 60% to 70% of the fund's total assets. d. Vanguard 500 Portfolio Fund - Funds are invested in common stocks in order to match the investment performance of the S & P 500 market index. e. Vanguard U.S. Growth Fund - Funds are invested in equity securities of companies in the U.S. f. Mississippi Chemical Corporation Stock Fund - Funds are in vested in common stock of MCC. Participants may change their investment options as of the first day of any calendar month upon at least 10 days advance notice. 5 2. DESCRIPTION OF THE PLAN (Continued): ------------------------------------ Participant Loans Effective January 1, 1995, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the participant's vested account balance. The maximum term for loans is 5 years, except for loans to purchase the participant's primary residence. The loans are secured by the balance in the participant's account and bear interest at a fixed rate for the term of the loan. The interest rate shall be the prime rate of NationsBank as of the date of the loan plus 2%. Payment of Benefits On termination of service due to death, disability or normal retirement date, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested account or a combination of payments, on the dates and in the amounts specified subject to a minimum distribution of $100. 3. UNAPPLIED FORFEITURES: ---------------------- Forfeitures represent the non-vested portions of the accounts of participants who have terminated or incurred a break in service during the Plan year. Unapplied forfeitures are those which will be used in the future to reduce necessary employer contributions. 4. PLAN TERMINATION: ----------------- The Board of Directors of the Company has the right to terminate the Plan, but has expressed no intention to do so. In the event of termination of the Plan, the account balances of all affected participants become fully vested and non-forfeitable. Each participant, retired participant or beneficiary shall then be entitled to receive any amounts credited to his account. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: ---------------------------------------------------- The following is a reconciliation of contributions receivable per the financial statements to the Form 5500:
December 31, ---------------------- 1995 1994 ---------- --------- Contributions Receivable per the financial statements $ 33,154 $ 15,189 Contributions Receivable per the Form 5500 $ 20,267 $ (33) ---------- --------- Amounts Due from Ending Pay Period $ 12,887 $ 15,222 ========== =========
The Form 5500 does not include amounts due to the Plan as of December 31, 1995 and 1994, from the pay periods ended December 31, 1995 and January 1, 1995, respectively. 6 6. TAX STATUS: ----------- The Plan has received a favorable determination letter from the Internal Revenue Service dated September 29, 1993. The Internal Revenue Service has ruled that the Plan, is "qualified" for purposes of Section 401 of the Internal Revenue Code (the "Code"). In the opinion of management, the Plan is being operated in accordance with the requirements of Sections 401 and 501 of the Code. Any additional amendments to the Plan required to reflect 1986 and subsequent Federal legislation will be formally adopted on a timely basis in accordance with guidelines issued by the Internal Revenue Service. Accordingly, no provision for Federal income taxes has been made in the accompanying financial statements. 7 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------
Number Number Net Gain of Total of Sales or (Loss) Description of Asset Purchases Purchases Sales Proceeds on Sales - -------------------------------------------------------------------------------- Vanguard Investment Contract Fund 33 $ 225,648 9 $ 27,309 $ - Vanguard 500 Portfolio Fund 31 $ 66,600 2 $ 4,050 $ 567 Vanguard Wellington Fund 28 $ 139,021 6 $ 21,654 $ 2,947 Vanguard U.S. Growth Fund 26 $ 66,599 5 $ 47,122 $ 7,518
8 MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN --------------------------------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT -------------------------------------- AS OF DECEMBER 31, 1995 -----------------------
Market/Contract Description of Investment Cost Value - ---------------------------------------------------------------------- Vanguard Investment Contract Fund $ 571,152 $ 571,272 Vanguard Bond Index Fund $ 68,957 $ 71,595 Vanguard Wellington Fund $ 373,716 $ 434,392 Vanguard 500 Portfolio Fund $ 170,421 $ 211,751 Vanguard U.S. Growth Fund $ 127,154 $ 154,115 MCC Stock Fund $ 21,559 $ 22,789 Participant Loan Fund $ 12,609 $ 12,609
9 EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports on Mississippi Phosphate Corporation 401(k) Retirement Plan and Mississippi Chemical Corporation Thrift Plan Plus 1995 financial statements included in this Form 11-K into Mississippi Chemical Corporation's Registration Statement on Form S-8 filed May 24, 1995 (Commission File No. 33-59577). ARTHUR ANDERSEN LLP Memphis, Tennessee June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----