-----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, toUV+u/9D9vWQg+MPqOUpeCj4Vbc6JNuPV/te2ViMNtaqE4/v39GcdjaQtE/kPdB zA+78T6p7rU078ui9b+GqA== 0000725457-94-000009.txt : 19940516 0000725457-94-000009.hdr.sgml : 19940516 ACCESSION NUMBER: 0000725457-94-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PRESIDENT COMPANIES LTD CENTRAL INDEX KEY: 0000725457 STANDARD INDUSTRIAL CLASSIFICATION: 4412 IRS NUMBER: 942911022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08544 FILM NUMBER: 94524746 BUSINESS ADDRESS: STREET 1: 1111 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 4152718000 10-K/A 1 FILING OF AMENDMENT #1 TO THE 1993 10K FOR APC ________________________________________________________________________________ ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from _________________ to _________________ Commission File Number 1-8544 AMERICAN PRESIDENT COMPANIES, LTD. (Exact name of registrant as specified in its charter) Delaware 94-2911022 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1111 Broadway Oakland, CA 94607 (Address of principal executive offices) Registrant's telephone number: (510) 272-8000 ________________________________________________________________________________ ________________________________________________________________________________ TABLE OF CONTENTS PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this report: 3. Exhibits required by Item 601 of Regulation S-K The following documents are exhibits to this Form 10-K/A Exhibit No. Description of Document 99.1 Form 11-K Annual Report for the American President Companies, Ltd., SMART Plan for the plan year ended December 31, 1993, including Exhibit 23.1, Consent of Independent Public Accountants. 23.1 Consent of Independent Public Accountants, filed as part of Exhibit 99.1. SIGNATURES SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN PRESIDENT COMPANIES, LTD. (Registrant) By /s/ William J. Stuebgen William J. Stuebgen Vice President, Controller and Chief Accounting Officer April 27, 1994 EX-99.1 2 EXHIBIT 99.1 TO AMENDMENT #1 TO THE 1993 10K Exhibit 99.1 ________________________________________________________________________________ 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 For the Plan Year Ended December 31, 1993 AMERICAN PRESIDENT COMPANIES, LTD. SMART PLAN (Full Title of the Plan) AMERICAN PRESIDENT COMPANIES, LTD. (Name of Issuer of the Securities Held Pursuant to the Plan) 1111 Broadway Oakland, California 94607 (Address of Principal Executive Office) ________________________________________________________________________________ TABLE OF CONTENTS Page _____ Report of Independent Public Accountants 6 Statement of Net Assets 7 Statement of Income and Changes in Net Assets 8 Notes to Financial Statements 9 Supplementary Schedules: Schedule I - Master Trust Investments 20 Schedule II - Allocation of Plan Assets and Liabilities to Investment Programs 21 Schedule III - Allocation of Plan Income and Changes in Plan Equity to Investment Programs 22 Exhibits: 10.1 Copy of the American President Companies, Ltd. * SMART Plan as amended and restated, effective as of January 1, 1993, filed as Exhibit 10.12 to the Company Form SE (File No. 1-8544), dated March 24, 1993. 23.1 Consent of Independent Public Accountants 25 * Incorporated by Reference REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Benefits Committee of American President Companies, Ltd.: We have audited the accompanying statement of net assets of the AMERICAN PRESIDENT COMPANIES, LTD. SMART PLAN (the "Plan") as of December 31, 1993 and 1992, and the related statement of income and changes in net assets for each of the three years in the period ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules 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 of the Plan as of December 31, 1993 and 1992, and the income and changes in its net assets for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules I, II and III are presented for purposes of complying with the Securities and Exchange Commission's rules. The supplemental schedules have been subjected to the auditing procedures applied in our audit 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. /s/ Arthur Andersen & Co. San Francisco, California April 22, 1994 American President Companies, Ltd. SMART Plan Statement of Net Assets As of December 31, _________________________________ 1993 1992 ________ ________ ASSETS Investment in Master Trust, at Market Value $130,590,394 $107,398,683 (the cost basis of this investment was $117,294,060 in 1993 and $99,971,511 in 1992) ____________ ____________ TOTAL PLAN ASSETS 130,590,394 107,398,683 ____________ ____________ NET ASSETS AVAILABLE FOR BENEFITS $130,590,394 $107,398,683 ============ ============ The accompanying notes are an integral part of these statements. American President Companies, Ltd. SMART Plan Statement of Income and Changes in Net Assets For the Year Ended December 31, _____________________________________________ 1993 1992 1991 ____________ ____________ ___________ INVESTMENT ACTIVITY Dividend Income $ 4,214,216 $ 3,642,969 $ 1,767,426 Interest Income 2,165,722 2,445,126 2,939,106 Realized Gains 2,810,451 1,972,605 938,500 Unrealized Appreciation (Depreciation) 5,869,162 (2,712,047) 12,975,651 ____________ ____________ ___________ TOTAL INVESTMENT ACTIVITY 15,059,551 5,348,653 18,620,683 ____________ ____________ ___________ CORPUS ACTIVITY Contributions Employer 5,696,792 5,374,083 4,843,283 Participants 8,944,387 8,015,562 7,289,414 ____________ ____________ ___________ 14,641,179 13,389,645 12,132,697 Withdrawals by Participants (6,481,708) (6,791,385) (6,227,319) Administrative Expenses (27,311) (9,717) (7,074) ____________ ____________ ___________ TOTAL CORPUS ACTIVITY 8,132,160 6,588,543 5,898,304 ____________ ____________ ___________ TOTAL INVESTMENT AND CORPUS ACTIVITY 23,191,711 11,937,196 24,518,987 TRANSFERRED ASSETS 4,457,137 Net Assets Available for Benefits, Beginning of Year 107,398,683 95,461,487 66,485,363 ____________ ____________ ___________ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $130,590,394 $107,398,683 $95,461,487 ============ ============ =========== The accompanying notes are an integral part of these statements. American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN Plan Description The American President Companies, Ltd. SMART Plan (the "Plan"), formerly known as the American President Companies, Ltd. Profit-Sharing Thrift Plan, is a defined contribution plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is intended to qualify as a profit-sharing plan under section 401 (a) of the Internal Revenue Code (the "Code") and contains a salary deferral arrangement intended to qualify under section 401 (k) of the Code. Administration The Plan is administered by the Benefits Committee appointed by the Board of Directors of American President Companies, Ltd. (the "Company"). Trustee The Plan trustee is Fidelity Management Trust Company. Participation All salaried employees of the participating companies are eligible to participate in the Plan, except employees covered by a collective bargaining agreement, individuals employed outside the U.S. and not eligible for home leave, and employees designated by the Company as not eligible to participate. The number of participants at December 31, 1993 and 1992 were 2,396 and 2,473, respectively. A participant terminating employment may not make further contributions to the Plan, but may elect immediate distribution or deferral of distribution of benefits to a future period. Undistributed benefits credited to the participant's account continue to share in the gains and losses of the respective investment funds. The amount of Plan net assets available for benefits so deferred for distribution in each investment fund held by the Master Trust was: December 31, ______________________________ 1993 1992 ___________ ___________ U.S. Bond Index Portfolio $ 619,788 $ 589,073 U.S. Equity Index Portfolio 4,352,190 3,260,765 Retirement Money Market Portfolio 5,677,083 4,529,674 Growth and Income Portfolio 2,223,759 1,289,372 Magellan Fund 2,177,731 1,248,885 APC Stock Fund 1,022,652 813,119 ___________ ___________ Total Terminated Employees' Investment in Net Assets $16,073,203 $11,730,888 =========== =========== American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) The outstanding withdrawal requests for distribution of benefits received by the Plan administrator for terminated individuals as of Plan year-end was: December 31, _____________________________ 1993 1992 __________ __________ U.S. Bond Index Portfolio $ 31,677 $ 25,585 U.S. Equity Index Portfolio 17,320 96,329 Retirement Money Market Portfolio 119,100 159,596 Growth and Income Portfolio 29,720 78,140 Magellan Fund 39,419 108,243 APC Stock Fund 22,334 69,220 __________ __________ Total Terminated Employees' Withdrawal Requests $ 259,570 $ 537,113 ========== ========== Contribution Determination Participants may contribute salary deferrals to the Plan in one percent increments up to 12% of their earnings, exclusive of overtime, premiums and bonuses. However, these salary deferrals may not exceed $8,994 and $8,728 in 1993 and 1992, respectively. Participants may make after-tax contributions, provided that the total of salary deferrals and after-tax contributions does not exceed 16% of earnings. Employee contributions are matched 100% by the participating companies up to a maximum of 6% of the participant's earnings. Employees hired on or after July 1, 1992, will be eligible for company matching contributions on the first day of the payroll period which commences on or after the completion of six months service. Participant's earnings covered by the Plan are limited to $235,840 and $228,860 in 1993 and 1992, respectively. The companies may make discretionary contributions, as determined by the Company's Board of Directors, which are then allocated proportionately to each participant. There were no discretionary contributions during the three years ended December 31, 1993. Vesting Employee contributions are immediately vested. Employees hired on or after April 1, 1989 vest in the Company's contributions ratably over five years of service. A vesting schedule prorated over three years applies to employees hired on or before April 1, 1989. Investments Since April 1, 1990, the Plan has provided for seven investment funds which are maintained in a master trust (the "Master Trust"): the U.S. Bond Index Portfolio, the U.S. Equity Index Portfolio, the Retirement Money Market Portfolio, the Growth and Income Portfolio, the Magellan Fund, the APC Stock Fund and a Loan Fund (the "Funds"). At the direction of the Benefits Committee, the Loan Fund is managed by the Company, the APC Stock Fund is managed by the trustee and the remaining five funds are managed by the Fidelity Management & Research Company ("Fidelity"), an affiliate of the American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) trustee. No sales charge is levied on the funds managed by Fidelity, however, an annual fee is charged by Fidelity to cover the operating expenses of each fund, including the investment advisory fee. This fee is deducted from the investment return of the fund. The U.S. Bond Index Portfolio seeks to provide investment results that correspond to the aggregate price and interest performance of the debt securities in the Shearson Lehman Aggregate Bond Index. However, the performance of this fund and the performance of the index may be significantly different, especially in the initial period of this fund's existence, which began on March 8, 1990. The securities purchased by this fund include U.S. Treasury obligations, U.S. agency obligations, foreign obligations, investment- grade U.S. corporate debt and mortgage-backed obligations. While weighted toward intermediate maturities, the fund can hold debt instruments with long maturities. The fund earns interest daily, and the interest is posted to the participant's account at the end of each calendar month or at the time of total distribution of the account. The monthly income is applied to purchase more shares in the fund. Currently, the annual fee is 0.32% of the average asset value of the fund. The U.S. Equity Index Portfolio has the goal of replicating the total return provided by the stocks included in the Standard & Poor's Daily Stock Price Index of 500 Common Stocks (the "S&P 500"). The fund buys and holds virtually all of the 500 stocks contained in the S&P 500 weighted in the same manner. The fund earns dividends daily, and the dividends are posted to the participant's account in the last month of each calendar quarter or at the time of total distribution of the account. The undistributed dividends are reinvested to purchase more shares in the fund. Currently, the annual fee is 0.28% of the average asset value of the fund. The Retirement Money Market Portfolio invests in high-quality money market instruments of domestic and foreign issuers which are denominated in U.S. dollars. Such instruments are short-term obligations and range from U.S. Government securities to prime commercial paper issued by private borrowers. The fund seeks to obtain as high a level of current income as possible, given its principal objective of preserving capital and maintaining a share value of $1.00. Interest income is earned daily and posted to the participant's account at the end of each calendar month or at the time of total distribution of the account. The monthly income is applied to purchase additional shares in the fund. Currently, the annual fee is 0.42% of the average asset value of the fund. The Growth and Income Portfolio invests in a combination of common stocks, preferred stocks, convertible securities and fixed-income instruments of all types and quality levels. It seeks both long-term growth through capital appreciation and current income through dividends and interest. The fund earns dividends daily, and the dividends are posted to the participant's account in the last month of the calendar quarter or at the time of total distribution of the account. The quarterly dividends are reinvested to purchase additional shares in the fund. Currently, the annual fee is 0.83% of the average asset value of the fund, 0.53% of which represents the investment advisory fee. The Magellan Fund seeks capital appreciation by maintaining a portfolio primarily invested in common stocks and securities convertible into common American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) stocks. Up to 20% of this fund may also be invested in debt securities of all types and quality levels issued by domestic and foreign issuers. The fund is relatively aggressive in pursuing growth. Dividends are declared and posted to the participant's account in May and December of each calendar year. The undistributed semi-annual dividends are reinvested to purchase additional shares in the fund. Currently, the annual fee is .99% of the average asset value of the fund, 0.76% of which represents the investment advisory fee. The APC Stock Fund consists entirely of shares of the Company's Common Stock ("Common Stock"). The aggregate commissions paid by the Plan and included in the cost basis of the shares purchased during the three years ended December 31, 1993 were approximately $21,733. No other fee is levied by the fund. The Loan Fund is invested solely in promissory notes executed by participants. With the Company's consent, a participant may borrow from his or her account up to the lesser of $50,000 or 50% of the participant's vested interest. The outstanding balance of all prior loans under the Plan or any other plan maintained by the Company or its affiliates reduces the amount available for future loans. Moreover, the $50,000 limit is reduced by the amount of any loan repayments made during the most recent 12 months. The minimum amount for any loan is $1,000 and the minimum monthly loan repayment is $50. Loans bear interest at the prime rate of the Chase Manhattan Bank, N.A. and must be repaid within five years, except for loans used to acquire a principal residence which must be repaid within 15 years. All loans, regardless of term, become due and payable as soon as the participant's employment terminates. A new loan set-up fee of $35 and a quarterly maintenance fee of $3.75 are charged against the accounts of the participants by Fidelity Institutional Retirement Services Company, the Plan's current recordkeeper. Plan participants may choose to have their future contributions invested in any combination of the Funds, except that no more than 50% of the contributions may be directed to the APC Stock Fund. The only other requirement is that the investment allocation be made in whole percentage points. In addition, the APC Stock Fund option is not available for rollover contributions. Plan participants may also transfer all or a portion of their existing account balances to any other investment funds except that account balances may not be transferred to the APC Stock Fund. As of December 31, 1993, the number of participants in each Fund was as follows: U.S. Bond Index Portfolio - 702; U.S. Equity Index Portfolio - 1,025; Retirement Money Market Portfolio - 1,924; Growth and Income Portfolio - 1,195 Magellan Fund - 1,264; APC Stock Fund - 975; and Loan Fund - 805. The number of participants in the Plan is less than the sum of the number of participants in each Fund because a participant may invest in more than one Fund. Forfeitures and Forfeiture Allocations Forfeitures are used to reduce company matching contributions and to restore amounts previously forfeited by former employees rehired before the occurrence of a break of service of more than 60 consecutive months. Total forfeited company contributions from early participant terminations for Plan years ended American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) December 31, 1993, 1992 and 1991 were $133,720, $115,244, and $112,261, respectively. Forfeitures reallocated back to the contribution accounts of the employees rehired were $2,304, in 1991. There were no forfeitures reallocated back in 1993 and 1992. Unallocated forfeitures reduced company contributions in 1993, 1992 and 1991 by $133,995, $80,027, and $109,519, respectively. Funding Employee contributions are made primarily through payroll deductions and are deposited as soon as administratively possible after they are withheld. Company contributions with respect to any month are deposited as soon as they can be computed but no later than 90 days from the last day of such month. Contributions and investments are held by the trustee. Termination of the Plan Although the Company has no present intention to terminate the Plan, it may do so at any time. Upon termination of the Plan, each participant will be fully vested with respect to company contributions and forfeitures. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting Financial statements of the Plan are prepared on the accrual basis of accounting, in accordance with generally accepted accounting principles. Valuation of Investments Investments held by the Master Trust are carried at market value based on quoted market prices as determined by the trustee. The cost of plan investments represents average cost as determined by the trustee. Interest income, dividend income, realized gains and losses on investment transactions and unrealized appreciation or depreciation in the Funds are allocated to each participant's account based on the amount of shares credited to the account on a daily basis, according to the investment mix elected by the participant. Participant loans are carried at face value which approximates fair value. 3. INVESTMENT IN MASTER TRUST Effective April 1, 1990, Fidelity Management Trust Company entered into a trust agreement with the Company to serve as the trustee of the Plan. The trust agreement allows benefit plans of subsidiaries to participate in the Master Trust. Income from each investment fund allocated to each plan represents the aggregate of the investment income of the fund allocated to all participants in that plan. American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued) The following is a summary of the net value of Plan interest in the Master Trust: American President American President Companies,Ltd.SMART Profit-Sharing Total Plan Plan Master Trust ____________ __________ ____________ Net Value of Plan Interest in Master Trust at December 31, 1993 $130,590,394 $2,384,792 $132,975,186 ============ ========== ============ Percentage of Total 98% 2% 100% ============ ========== ============ Net Value of Plan Interest in Master Trust at December 31, 1992 $107,398,683 $1,693,556 $109,092,239 ============ ========== ============ Percentage of Total 98% 2% 100% ============ ========== ============ American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued) The following are summary financial statements of the Master Trust:
Statement of Net Assets of the Master Trust December 31, 1993 __________________________________________________________________________________________________ U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ___________ ___________ ___________ ___________ __________ ___________ Investments, at Market Value: Common Stock $10,487,242 $10,487,242 Investments in Fidelity: Stock Mutual Funds $25,005,621 $22,274,404 $23,562,700 70,842,725 Bond Mutual Fund $8,666,021 8,666,021 Money Market Mutual Fund $34,603,443 34,603,443 Loans to Participants $8,375,755 8,375,755 __________ ___________ ___________ ___________ ___________ ___________ __________ ___________ Net Assets at December 31, 1993 $8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $10,487,242 $8,375,755 $132,975,186 ========== =========== =========== =========== =========== =========== ========== ============ December 31, 1992 __________________________________________________________________________________________________ U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ___________ ___________ ___________ __________ __________ ___________ Investments, at Market Value: Common Stock $9,005,521 $9,005,521 Investments in Fidelity: Stock Mutual Funds $24,112,786 $11,922,075 $12,029,065 48,063,926 Bond Mutual Fund $7,466,871 7,466,871 Money Market Mutual Fund $37,409,208 37,409,208 Loans to Participants $7,146,713 7,146,713 __________ ___________ ___________ ___________ ___________ __________ __________ ___________ Net Assets at December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239 ========== =========== =========== =========== =========== ========== ========== ============
American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued)
Statement of Income and Changes in Net Assets of the Master Trust for the Years Ended December 31, 1991 and December 31, 1992 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total ________________________________________________________________________________________________________________________________ Net Assets at December 31, 1990 $1,627,837 $17,772,171 $37,370,958 $1,840,146 $2,239,905 $4,658,438 $5,337,773 $ 70,847,228 Realized Gains 15,791 80,859 67,853 70,868 734,692 970,063 Unrealized Appreciation 176,743 4,269,396 810,083 767,867 7,236,571 13,260,660 Dividend Income 801,707 218,177 575,952 181,964 1,777,800 Interest Income 237,679 2,231,681 1,790 496,902 2,968,052 Contributions 1,057,743 1,904,816 4,747,797 1,627,658 2,069,374 1,766,127 13,173,515 Withdrawals (163,094) (1,310,508) (3,836,324) (238,981) (299,956) (675,544) (6,524,407) Administrative Expenses (8,075) (8,075) Interfund Transfers 1,119,858 (1,473,389) (1,212,173) 2,095,965 1,902,987 (2,433,248) Loans to Participants (141,541) (622,019) (1,202,877) (158,903) (193,162) (342,549) 2,661,051 Loan Paybacks 212,655 408,915 981,639 328,865 400,811 337,024 (2,669,909) _________________________________________________________________________________________________________________________________ Net Assets at December 31, 1991 $4,143,671 $21,831,948 $39,080,701 $6,590,863 $7,534,646 $11,465,265 $5,817,742 $ 96,464,836 Realized Gains 18,694 339,822 198,256 77,471 1,364,170 1,998,413 Unrealized Appreciation (126,507) 652,381 (551,823) (871,410) (1,853,159) (2,750,518) Dividend Income 600,629 1,386,607 1,536,066 145,373 3,668,675 Interest Income 551,707 1,263 1,411,018 1,295 140 1,587 517,934 2,484,944 Contributions 1,283,093 1,992,993 4,521,384 2,288,550 2,583,778 1,614,485 14,284,283 Withdrawals (198,007) (1,324,817) (3,943,742) (484,722) (626,709) (469,049) (7,047,046) Administrative Expenses (11,348) (11,348) Interfund Transfers 1,778,224 262,798 (3,061,263) 2,379,576 1,691,677 (3,051,012) Loans to Participants (207,986) (644,926) (1,455,790) (303,115) (410,973) (457,119) 3,479,909 Loan Paybacks 223,982 400,695 856,900 416,588 514,379 244,980 (2,657,524) _________________________________________________________________________________________________________________________________ Net Assets at December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239 =================================================================================================================================
American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued)
Statement of Income and Changes in Net Assets of the Master Trust for the Year Ended December 31, 1993 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total ________________________________________________________________________________________________________________________________ Net Assets at December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239 Realized Gains 79,309 651,697 218,446 222,106 1,690,617 2,862,175 Unrealized Appreciation 74,506 637,157 1,631,008 1,431,864 2,193,929 5,968,464 Dividend Income 992,107 1,145,077 1,995,481 121,551 4,254,216 Interest Income 623,204 10 1,056,118 380 30 535,080 2,214,822 Contributions 1,325,191 2,042,965 3,662,202 3,568,955 3,403,535 1,539,297 15,542,145 Withdrawals (604,426) (1,328,250) (2,826,541) (794,878) (801,590) (570,610) (6,926,295) Administrative Expenses (32,580) (32,580) Interfund Transfers (255,925) (2,028,155) (4,387,802) 4,667,081 5,415,585 (3,410,784) Loans to Participants (263,156) (548,958) (1,113,222) (576,089) (776,783) (410,709) 3,688,917 Loan Paybacks 220,447 474,262 803,480 492,349 643,407 328,430 (2,962,375) _________________________________________________________________________________________________________________________________ Net Assets at December 31, 1993 $8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $10,487,242 $8,375,755 $132,975,186 =================================================================================================================================
American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 4. TRANSACTIONS WITH RELATED PARTIES The APC Stock Fund is provided by the Plan for the purpose of allowing participants to invest in the Company's Common Stock. All transactions involving Common Stock are reflected in this fund. The five mutual funds offered as investment options are managed by Fidelity. Commissions and mutual fund expenses, including investment advisor fees paid to Fidelity, are paid by the Plan and are deducted from the investment return of the Funds. An initial set-up fee and quarterly maintenance fee are charged against the accounts of the participants for loans processed by Fidelity. All other trustee fees and related charges have been paid by the Company. 5. REALIZED AND UNREALIZED GAINS (LOSSES) Realized __________ Average Net Realized Proceeds Cost Gain ___________ ___________ __________ APC Stock Fund $ 4,198,002 $ 2,548,260 $1,649,742 U.S. Bond Index Portfolio 2,944,488 2,866,295 78,193 U.S. Equity Index Portfolio 4,860,472 4,212,897 647,575 Growth and Income Portfolio 3,076,498 2,860,386 216,112 Magellan Fund 3,098,613 2,879,784 218,829 ___________ ___________ __________ 1993 Total $18,178,073 $15,367,622 $2,810,451 =========== =========== ========== 1992 Total $14,117,269 $12,144,664 $1,972,605 =========== =========== ========== 1991 Total $ 9,938,958 $ 9,000,458 $ 938,500 =========== =========== ========== Unrealized ____________ Beginning End of Year of Year Net Unrealized Unrealized Unrealized Appreciation Appreciation Gain (Depreciation) (Depreciation) (Loss) ____________ ____________ ____________ APC Stock Fund $ 2,699,911 $ 4,817,597 $ 2,117,686 U.S. Bond Index Portfolio 78,286 152,768 74,482 U.S. Equity Index Portfolio 4,635,810 5,268,316 632,506 Growth and Income Portfolio 162,922 1,785,974 1,623,052 Magellan Fund (149,757) 1,271,679 1,421,436 ____________ ____________ ____________ 1993 Total $ 7,427,172 $ 13,296,334 $ 5,869,162 ============ ============ ============ 1992 Total $ 10,139,219 $ 7,427,172 $ (2,712,047) ============ ============ ============ 1991 Total $ (2,836,432) $ 10,139,219 $ 12,975,651 ============ ============ ============ American President Companies, Ltd. SMART Plan NOTES TO FINANCIAL STATEMENTS 6. INCOME TAX STATUS The Internal Revenue Service ("IRS") last determined on May 12, 1987 that the Plan, as amended through January 1, 1985, was qualified under Section 401 of the Internal Revenue Code of 1954, as amended. The Plan was since amended effective January 1, 1993. Management believes that the Plan is designed and operated in accordance with IRS regulations and continues to qualify for tax exempt status. So long as the Plan continues to be so qualified, it is not subject to federal income taxes. 7. TRANSFERRED ASSETS Effective September 1, 1990, certain participants in the American President Profit-Sharing Plan (the "AP Plan") also sponsored by the Company, became participants in the Plan. On January 2, 1991, the account balances of these were transferred from the AP Plan to the Plan. Participation by these individuals in the AP Plan terminated as of this date. American President Companies, Ltd. SMART Plan Schedule I Master Trust Investments December 31, 1993 Market Value as a percentage of Shares Cost Market Master Trust Value Assets __________ ____________ ____________ _____________ Investment in Fidelity Total U.S. Bond Index Portfolio* 787,820 $ 8,512,959 $ 8,666,021 6.52% Total U.S. Equity Index Portfolio* 1,447,922 21,246,671 25,005,621 18.80% Total Retirement Money Market Portfolio* 34,603,443 34,603,443 34,603,443 26.02% Total Growth and Income Portfolio* 1,002,448 20,479,647 22,274,404 16.75% Total Magellan Fund* 332,572 22,283,103 23,562,700 17.72% Total APC Stock Fund 183,183 5,074,685 10,487,242 7.89% Total Loan Fund 8,375,755 8,375,755 6.30% ____________ ____________ ____________ $120,576,263 $132,975,186 100.00% ============ ============ ============ Note: The SMART Plan's portion of the above Master Trust investments amounts to $130,590,394. *A party-in-interest to the Plan, as defined by ERISA. American President Companies, Ltd. SMART Plan Page 1 of 1
Schedule II Allocation of Plan Assets and Liabilities to Investment Programs December 31, 1993 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ____________ ___________ ___________ ___________ __________ ____________ ASSETS Investment in Master Trust $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394 __________ ___________ ___________ ___________ ___________ ___________ __________ ____________ TOTAL PLAN ASSETS $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394 __________ ___________ ___________ ___________ ___________ ___________ __________ ____________ NET ASSETS AVAILABLE FOR BENEFITS $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394 ========== =========== =========== =========== =========== =========== ========== ============ Allocation of Plan Assets and Liabilities to Investment Programs December 31, 1992 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ___________ ___________ ___________ ___________ __________ ____________ ASSETS Investment in Master Trust $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683 __________ ___________ ___________ ___________ ___________ ___________ __________ ____________ TOTAL PLAN ASSETS $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683 __________ ___________ ___________ ___________ ___________ ___________ __________ ____________ NET ASSETS AVAILABLE FOR BENEFITS $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683 ========== =========== =========== =========== =========== =========== ========== ============
American President Companies, Ltd. SMART Plan Page 1 of 3
Schedule III Allocation of Plan Income and Changes in Plan Equity to Investment Programs For the Year Ended December 31, 1993 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ____________ ___________ __________ __________ _________ ___________ INVESTMENT ACTIVITY Dividend Income $ 985,072 $ 1,138,479 $1,974,642 $ 116,023 $ 4,214,216 Interest Income $ 616,856 10 $ 1,028,205 380 30 $ 520,241 2,165,722 Realized Gains 78,193 647,575 216,112 218,830 1,649,741 2,810,451 Unrealized Appreciation 74,482 632,506 1,623,052 1,421,436 2,117,686 5,869,162 __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Investment Activity 769,531 2,265,163 1,028,205 2,978,023 3,614,938 3,883,450 520,241 15,059,551 __________ ___________ ___________ __________ __________ __________ __________ ___________ CORPUS ACTIVITY Contributions Employer 513,516 818,797 1,267,845 1,201,429 1,313,111 582,094 5,696,792 Participants 756,192 1,160,201 1,903,253 2,309,404 1,994,626 820,711 8,944,387 __________ ___________ ___________ __________ __________ __________ ___________ 1,269,708 1,978,998 3,171,098 3,510,833 3,307,737 1,402,805 14,641,179 Withdrawals by Participants (580,449) (1,299,607) (2,583,886) (756,747) (766,523) (494,496) (6,481,708) Administrative Expenses (27,312) (27,312) Interfund Transfers (255,729) (2,032,502) (4,339,454) 4,644,539 5,353,292 (3,370,146) Loans to Participants (250,600) (527,155) (971,806) (567,924) (752,848) (359,701) 3,430,034 Loan Paybacks, Including Interest 213,726 461,270 713,447 484,030 623,747 299,804 (2,796,024) __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Corpus Activity 396,656 (1,418,996) (4,010,601) 7,314,731 7,765,405 (2,521,734) 606,699 8,132,160 __________ ___________ ___________ __________ __________ __________ __________ ___________ TOTAL INVESTMENT AND CORPUS ACTIVITY 1,166,187 846,167 (2,982,396) 10,292,754 11,380,343 1,361,716 1,126,940 23,191,711 Net Assets Available for Benefits at December 31, 1992 7,402,795 23,967,259 36,549,519 11,851,191 11,926,226 8,763,168 6,938,525 107,398,683 __________ ___________ ___________ ___________ ___________ __________ __________ ___________ NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1993 $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394 ========== =========== =========== =========== =========== =========== ========== ============
American President Companies, Ltd. SMART Plan Page 2 of 3
Schedule III Allocation of Plan Income and Changes in Plan Equity to Investment Programs For the Year Ended December 31, 1992 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ____________ __________ __________ __________ __________ __________ INVESTMENT ACTIVITY Dividend Income $ 597,373 $ 1,378,330 $1,525,199 $ 142,067 $3,642,969 Interest Income $ 546,951 1,263 $ 1,386,101 1,295 140 1,587 $ 507,789 2,445,126 Realized Gains 17,953 337,846 196,904 76,566 1,343,336 1,972,605 Unrealized Appreciation (125,168) 647,959 (548,318) (865,447) (1,821,073) (2,712,047) __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Investment Activity 439,736 1,584,441 1,386,101 1,028,211 736,458 (334,083) 507,789 5,348,653 __________ ___________ ___________ __________ __________ __________ __________ ___________ CORPUS ACTIVITY Contributions Employer 483,732 778,332 1,616,115 883,041 1,004,657 608,206 5,374,083 Participants 751,415 1,150,971 2,366,394 1,357,653 1,521,119 868,010 8,015,562 __________ ___________ ___________ _________ __________ __________ ___________ 1,235,147 1,929,303 3,982,509 2,240,694 2,525,776 1,476,216 13,389,645 Withdrawals by Participants (182,174) (1,313,076) (3,795,353) (470,520) (607,754) (422,508) (6,791,385) Administrative Expenses (9,717) (9,717) Interfund Transfers 1,779,211 266,315 (3,053,832) 2,378,983 1,664,963 (3,035,640) Loans to Participants (197,812) (631,963) (1,348,549) (291,751) (396,961) (421,667) 3,288,703 Loan Paybacks, Including Interest 219,986 392,724 812,432 412,216 509,074 229,259 (2,575,691) __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Corpus Activity 2,854,358 643,303 (3,402,793) 4,269,622 3,695,098 (2,174,340) 703,295 6,588,543 __________ ___________ ___________ __________ __________ __________ __________ ___________ TOTAL INVESTMENT AND CORPUS ACTIVITY 3,294,094 2,227,744 (2,016,692) 5,297,833 4,431,556 (2,508,423) 1,211,084 11,937,196 Net Assets Available for Benefits at December 31, 1991 4,108,701 21,739,515 38,566,211 6,553,358 7,494,670 11,271,591 5,727,441 95,461,487 __________ ___________ ___________ __________ __________ __________ __________ ____________ NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1992 $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $8,763,168 $6,938,525 $107,398,683 ========== =========== =========== =========== =========== ========== ========== ============
American President Companies, Ltd. SMART Plan Page 3 of 3
Schedule III Allocation of Plan Income and Changes in Plan Equity to Investment Programs For the Year Ended December 31, 1991 U.S. Bond U.S. Equity Retirement Growth Index Index Money Market and Income Magellan APC Stock Loan Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total __________ ___________ ___________ __________ __________ __________ __________ __________ INVESTMENT ACTIVITY Dividend Income $ 798,463 $ 216,791 $ 572,898 $ 179,274 $1,767,426 Interest Income $ 235,478 $ 2,209,280 1,500 $ 492,848 2,939,106 Realized Gains 15,374 77,264 66,343 69,212 710,307 938,500 Unrealized Appreciation 176,600 4,163,821 794,819 757,486 7,082,925 12,975,651 __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Investment Activity 427,452 5,039,548 2,209,280 1,077,953 1,399,596 7,974,006 492,848 18,620,683 __________ ___________ ___________ __________ __________ __________ __________ ___________ CORPUS ACTIVITY Contributions Employer 396,634 728,181 1,654,274 609,800 778,027 676,367 4,843,283 Participants 606,180 1,067,059 2,518,242 948,820 1,198,927 950,186 7,289,414 __________ ___________ ___________ __________ __________ __________ ___________ 1,002,814 1,795,240 4,172,516 1,558,620 1,976,954 1,626,553 12,132,697 Withdrawals by Participants (147,955) (1,272,237) (3,695,165) (227,603) (282,088) (602,271) (6,227,319) Administrative Expenses (7,074) (7,074) Interfund Transfers 1,120,764 (1,473,317) (1,214,377) 2,096,396 1,900,366 (2,429,832) Loans to Participants (138,247) (606,147) (1,141,471) (155,123) (190,878) (324,170) 2,556,036 Loan Paybacks, Including Interest 211,064 403,115 957,380 327,558 399,550 330,786 (2,629,453) __________ ___________ ___________ __________ __________ __________ __________ __________ Total Corpus Activity 2,048,440 (1,153,346) (921,117) 3,599,848 3,803,904 (1,398,934) (80,491) 5,898,304 __________ ___________ ___________ __________ __________ __________ __________ __________ TOTAL INVESTMENT AND CORPUS ACTIVITY 2,475,892 3,886,202 1,288,163 4,677,801 5,203,500 6,575,072 412,357 24,518,987 TRANSFER OF ASSETS 71,813 1,034,504 2,508,641 152,641 187,219 235,668 266,651 4,457,137 Net Assets Available for Benefits at December 31, 1990 1,560,996 16,818,809 34,769,407 1,722,916 2,103,951 4,460,851 5,048,433 66,485,363 __________ ___________ ___________ __________ __________ __________ __________ ___________ NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1991 $4,108,701 $21,739,515 $38,566,211 $6,553,358 $7,494,670 $11,271,591 $5,727,441 $95,461,487 ========== =========== =========== ========== ========== =========== ========== ===========
Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated April 22, 1994, included in this Amendment No. 1 to Form 10-K/A Annual Report into the Company's previously filed Registration Statements on Form S-3 (File No. 33-60893) and Form S-8 (File No. 2-89094, and 33-17499). /s/ Arthur Andersen & Co. San Francisco, California April 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----