-----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, A2ADElbkFpJRTN+3zLsSICDZ1cTxNlAXiSa8D8d8dTLUhUuuSPmxOlhOJYNzXg+b P2sRc7M1O9ViDe9A4huq9A== 0000725457-94-000010.txt : 19940516 0000725457-94-000010.hdr.sgml : 19940516 ACCESSION NUMBER: 0000725457-94-000010 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: 94524747 BUSINESS ADDRESS: STREET 1: 1111 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 4152718000 10-K/A 1 FILING OF AMENDMENT #2 TO THE 1993 10K FOR APC ________________________________________________________________________________ ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 (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 Profit Sharing 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 #2 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 PROFIT-SHARING 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 - December 31, 1993 and 1992 7 Statement of Income and Changes in Net Assets For the Years Ended December 31, 1993, 1992 and 1991 8 Notes to Financial Statements 9 Supplementary Schedules: Schedule I - Master Trust Investments 19 Schedule II - Allocation of Plan Assets and Liabilities to Investment Programs 20 Schedule III - Allocation of Plan Income and Changes in Plan Equity to Investment Programs 21 Exhibits: 10.1 Copy of the American President Profit-Sharing Plan * as amended and restated (revised edition), effective as of April 1, 1990, filed as Exhibit 10.9 to the Company Form SE (File No. 1-8544), dated March 27, 1991. 23.1 Consent of Independent Public Accountants. 24 * 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 PROFIT-SHARING 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 and are not a required part of the basic financial statements. The supplementary 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 Profit-Sharing Plan Statement of Net Assets As of December, 31 __________________________________ 1993 1992 ___________ ___________ ASSETS Investment in Master Trust, at Market Value $ 2,384,792 $ 1,693,556 (the cost basis of this investment was $2,222,654 in 1993 and $1,630,720 in 1992) Receivable from American President Companies, Ltd.: Employer Contribution 15,680 8,925 Employee Contribution 9,910 ___________ ___________ 25,590 8,925 ___________ ___________ TOTAL PLAN ASSETS 2,410,382 1,702,481 ___________ ___________ NET ASSETS AVAILABLE FOR BENEFITS $ 2,410,382 $ 1,702,481 =========== =========== The accompanying notes are an integral part of these statements. American President Profit-Sharing Plan Statement of Income and Changes in Net Assets For the Year Ended December 31, ____________________________________________ 1993 1992 1991 ________ ________ ________ INVESTMENT ACTIVITY Dividend Income $ 40,000 $ 25,706 $ 10,374 Interest Income 49,099 39,815 28,946 Realized Gains 51,726 25,808 31,563 Unrealized Appreciation (Depreciation) 99,302 (38,471) 285,009 __________ __________ __________ TOTAL INVESTMENT ACTIVITY 240,127 52,858 355,892 __________ __________ __________ CORPUS ACTIVITY Contributions Employer 418,133 407,329 286,305 Participants 499,498 464,236 366,888 __________ __________ __________ 917,631 871,565 653,193 Withdrawals by Participants (444,587) (255,660) (297,088) Administrative Expenses (5,270) (1,630) (1,001) __________ __________ __________ TOTAL CORPUS ACTIVITY 467,774 614,275 355,104 __________ __________ __________ TOTAL INVESTMENT AND CORPUS ACTIVITY 707,901 667,133 710,996 TRANSFERRED ASSETS (4,457,137) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,702,481 1,035,348 4,781,489 __________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $2,410,382 $1,702,481 $1,035,348 ========== ========== ========== The accompanying notes are an integral part of these statements. American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN Plan Description The American President Profit-Sharing Plan (the "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"), the parent company of the participating companies. Trustee The Plan trustee is Fidelity Management Trust Company. Participation All employees of the participating companies are eligible to participate in the Plan, except employees covered by a collective bargaining agreement, nonresident aliens and employees designated by the Company as not eligible to participate. The number of participants at December 31, 1993 and 1992 were 407 and 424, 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 $ 2,606 U.S. Equity Index Portfolio 8,829 $ 417 Retirement Money Market Portfolio 12,672 8,526 Growth and Income Portfolio 2,570 Magellan Fund 769 APC Stock Fund 4,739 268 __________ __________ Total Terminated Employees' Investment in Net Assets $ 32,185 $ 9,211 ========== ========== American President Profit-Sharing 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 $ 910 $ 1,610 U.S. Equity Index Portfolio 726 3,819 Retirement Money Market Portfolio 11,064 14,597 Growth and Income Portfolio 694 6,465 Magellan Fund 9,048 5,766 APC Stock Fund 7,007 11,852 __________ __________ Total Terminated Employees' Withdrawal Requests $ 29,449 $ 44,109 ========== ========== Contribution Determination The participants may contribute salary deferrals to the Plan in one percent increments up to 6% of their compensation, including overtime pay, bonuses and commissions. 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 9% of their compensation. Participant's earnings covered by the Plan are limited to $235,840 and $228,860 in 1993 and 1992, respectively. The participating companies make a basic annual contribution equal to 3% of the participants' compensation, as defined in the Plan, for such plan year. Also, the participating companies make contributions equal to 50% of the participant's contributions not to exceed 1-1/2 percent of the participant's compensation. The participating companies may make discretionary contributions to the Plan. There were no discretionary contributions made during the three years ended December 31, 1993. Vesting Employee and employer contributions are immediately vested. As of December 31, 1993, all participants' balances are fully vested. 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 trustee. No sales charge is levied on the funds managed by Fidelity, however, American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) 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 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 American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. THE PLAN (continued) 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 $979. 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 - 79; U.S. Equity Index Portfolio - 93; Retirement Money Market Portfolio - 317; Growth and Income Portfolio - 80; Magellan Fund - 109; APC Stock Fund - 169; and Loan Fund - 381. 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. 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. American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 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 upon 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. The following is a summary of the net value of Plan interest in the Master Trust: American President American President Profit-Sharing Companies, Ltd Total Plan SMART Plan Master Trust ______________ ______________ ____________ Net Value of Plan Interest in Master Trust at December 31, 1993 $2,384,792 $130,590,394 $132,975,186 ========== ============ ============ Percentage of Total 2% 98% 100% ========== ============ ============ Net Value of Plan Interest in Master Trust at December 31, 1992 $1,693,556 $107,398,683 $109,092,239 ========== ============ ============ Percentage of Total 2% 98% 100% ========== ============ ============ American President Profit-Sharing 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 Profit-Sharing 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 Profit-Sharing 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 Profit-Sharing 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 (Loss) ___________ ___________ ___________ APC Stock Fund $ 158,830 $ 117,954 $ 40,876 US Bond Index Portfolio 45,510 44,394 1,116 US Equity Index Portfolio 50,980 46,858 4,122 Growth and Income Portfolio 45,767 43,432 2,335 Magellan Fund 60,358 57,081 3,277 ____________ ____________ ___________ 1993 Total $ 361,445 $ 309,719 $ 51,726 ============ ============ =========== 1992 Total $ 216,802 $ 190,994 $ 25,808 ============ ============ =========== 1991 Total $ 197,112 $ 165,549 $ 31,563 ============ ============ =========== Unrealized __________ Beginning End of Year of Year Net Unrealized Unrealized Unrealized Appreciation Appreciation Gain (Depreciation) (Depreciation) (Loss) ____________ ____________ ___________ APC Stock Fund $ 20,077 $ 96,320 $ 76,243 US Bond Index Portfolio 270 294 24 US Equity Index Portfolio 104,122 108,774 4,652 Growth and Income Portfolio 827 8,782 7,955 Magellan Fund (2,510) 7,918 10,428 __________ ___________ ___________ 1993 Total $ 122,786 $ 222,088 $ 99,302 ========== =========== =========== 1992 Total $ 161,257 $ 122,786 $ (38,471) ========== =========== =========== 1991 Total $ (123,752) $ 161,257 $ 285,009 ========== =========== =========== American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 6. INCOME TAX STATUS The Internal Revenue Service ("IRS") last determined on May 22, 1990 that the Plan, as amended through January 1, 1989, was qualified under Section 401 of the Internal Revenue Code of 1954, as amended. 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 On January 2, 1991, the account balances of participants in the Plan who became participants in the APC Plan as of September 1990, were transferred to the APC Plan. Participation by these individuals in the Plan terminated as of this date. American President Profit-Sharing 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 A P Profit-Sharing Plan's portion of the above Master Trust Investments amounts to $2,384,792. *A party-in-interest to the Plan, as defined by ERISA. American President Profit-Sharing 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 $ 97,040 $ 192,195 $ 1,036,321 $ 130,459 $ 256,131 $ 362,356 $ 310,290 $ 2,384,792 Receivable from American President Companies, Ltd.: Employer Contribution 654 690 8,743 703 2,387 2,503 15,680 Participant Contribution 679 735 4,778 819 1,317 1,582 9,910 __________ __________ ___________ __________ __________ __________ __________ __________ 1,333 1,425 13,521 1,522 3,704 4,085 25,590 TOTAL PLAN ASSETS 98,373 193,620 1,049,842 131,981 259,835 366,441 310,290 2,410,382 __________ __________ ___________ __________ __________ __________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $ 98,373 $ 193,620 $ 1,049,842 $ 131,981 $ 259,835 $ 366,441 $ 310,290 $2,410,382 ========== =========== =========== ========== ========= ========= ========== ========== 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 $ 64,076 $ 145,526 $ 859,689 $ 70,884 $ 102,840 $ 242,352 $ 208,189 $ 1,693,556 Receivable from American President Companies, Ltd.: Employer Contribution 202 341 7,161 586 635 8,925 Participant Contribution __________ __________ ___________ __________ __________ __________ __________ __________ 202 341 7,161 586 635 8,925 TOTAL PLAN ASSETS 64,278 145,867 866,850 70,884 103,426 242,987 208,189 1,702,481 __________ __________ ___________ __________ __________ __________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $ 64,278 $ 145,867 $ 866,850 $ 70,884 $ 103,426 $ 242,987 $ 208,189 $1,702,481 ========== =========== =========== ========== ========= ========= ========== ==========
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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 $ 7,035 $ 6,598 $ 20,839 $ 5,528 $ 40,000 Interest Income $ 6,349 $ 27,913 $ 14,837 49,099 Realized Gains 1,116 4,122 2,335 3,277 40,876 51,726 Unrealized Appreciation 24 4,652 7,955 10,428 76,243 99,302 __________ ___________ __________ ___________ ___________ __________ __________ _________ Total Investment Activity 7,489 15,809 27,913 16,888 34,544 122,647 14,837 240,127 __________ ___________ __________ ___________ ___________ __________ __________ _________ CORPUS ACTIVITY Contributions Employer 23,316 28,166 241,862 23,499 41,087 60,203 418,133 Participants 33,298 36,886 255,602 36,145 57,828 79,739 499,498 __________ ___________ __________ __________ __________ __________ __________ _________ 56,614 65,052 497,464 59,644 98,915 139,942 917,631 Withdrawals by Participants (23,976) (28,645) (242,676) (38,131) (35,067) (76,092) (444,587) Administrative Expenses (5,270) (5,270) Interfund Transfers (197) 4,347 (48,325) 22,543 62,293 (40,661) Loans to Participants (12,556) (21,802) (141,417) (8,166) (23,935) (51,008) 258,884 Loan Paybacks, Including Interest 6,721 12,992 90,033 8,319 19,659 28,626 (166,350) __________ ___________ ___________ __________ __________ __________ __________ _________ Total Corpus Activity 26,606 31,944 155,079 44,209 121,865 807 87,264 467,774 __________ ___________ ___________ __________ __________ __________ __________ _________ TOTAL INVESTMENT AND CORPUS ACTIVITY 34,095 47,753 182,992 61,097 156,409 123,454 102,101 707,901 Net Assets Available for Benefits at December 31, 1992 64,278 145,867 866,850 70,884 103,426 242,987 208,189 1,702,481 __________ ___________ ___________ __________ __________ __________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1993 $ 98,373 $ 193,620 $1,049,842 $ 131,981 $ 259,835 $ 366,441 $ 310,290 $2,410,382 ========== =========== ========== ========== ========== ========== ========== ==========
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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 $ 3,257 $ 8,276 $ 10,867 $ 3,306 $ 25,706 Interest Income $ 4,756 $ 24,914 $ 10,145 39,815 Realized Gains 741 1,975 1,353 905 20,834 25,808 Unrealized Appreciation (1,339) 4,422 (3,506) (5,963) (32,085) (38,471) __________ ___________ __________ ___________ __________ __________ __________ _________ Total Investment Activity 4,158 9,654 24,914 6,123 5,809 (7,945) 10,145 52,858 __________ ___________ __________ ___________ __________ __________ __________ _________ CORPUS ACTIVITY Contributions Employer 22,084 28,232 256,838 19,542 22,765 57,868 407,329 Participants 25,160 33,867 267,860 26,198 33,931 77,220 464,236 __________ ___________ __________ __________ __________ __________ __________ _________ 47,244 62,099 524,698 45,740 56,696 135,088 871,565 Withdrawals by Participants (15,832) (11,742) (148,388) (14,201) (18,956) (46,541) (255,660) Administrative Expenses (1,630) (1,630) Interfund Transfers (988) (3,517) (7,431) 593 26,714 (15,371) Loans to Participants (10,173) (12,963) (107,241) (11,364) (14,012) (35,453) 191,206 Loan Paybacks, Including Interest 3,995 7,971 44,469 4,372 5,305 15,721 (81,833) __________ ___________ __________ __________ __________ __________ __________ _________ Total Corpus Activity 24,246 41,848 306,107 25,140 55,747 53,444 107,743 614,275 __________ ___________ __________ __________ __________ __________ __________ _________ TOTAL INVESTMENT AND CORPUS ACTIVITY 28,404 51,502 331,021 31,263 61,556 45,499 117,888 667,133 Net Assets Available for Benefits at December 31, 1991 35,874 94,365 535,829 39,621 41,870 197,488 $ 90,301 $1,035,348 __________ ___________ __________ __________ __________ __________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1992 $ 64,278 $ 145,867 $ 866,850 $ 70,884 $ 103,426 $ 242,987 $ 208,189 $1,702,481 ========== =========== ========== ========== ========== ========== ========== ==========
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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 $ 3,244 $ 1,386 $ 3,054 $ 2,690 $ 10,374 Interest Income $ 2,201 $ 22,401 290 $ 4,054 28,946 Realized Gains 417 3,595 1,510 1,656 24,385 31,563 Unrealized Appreciation 143 105,575 15,264 10,381 153,646 285,009 __________ ___________ ___________ __________ __________ __________ __________ ___________ Total Investment Activity 2,761 112,414 22,401 18,160 15,091 181,011 4,054 355,892 __________ ___________ ___________ __________ __________ __________ __________ ___________ CORPUS ACTIVITY Contributions Employer 14,879 24,263 177,992 12,193 14,431 42,547 286,305 Participants 21,323 31,314 213,735 20,304 20,989 59,223 366,888 __________ ___________ __________ __________ __________ __________ __________ ___________ 36,202 55,577 391,727 32,497 35,420 101,770 653,193 Withdrawals by Participants (15,139) (38,271) (141,159) (11,378) (17,868) (73,273) (297,088) Administrative Expenses (1,001) (1,001) Interfund Transfers (906) (72) 2,204 (432) 2,621 (3,415) Loans to Participants (3,294) (15,872) (61,406) (3,779) (2,284) (18,379) 105,014 Loan Paybacks, Including Interest 1,591 5,800 24,311 1,307 1,261 6,237 (40,507) _________ ___________ __________ __________ __________ __________ __________ ___________ Total Corpus Activity 18,454 7,162 215,677 18,215 19,150 12,940 63,506 355,104 _________ ___________ __________ __________ __________ __________ __________ ___________ TOTAL INVESTMENT AND CORPUS ACTIVITY 21,215 119,576 238,078 36,375 34,241 193,951 67,560 710,996 TRANSFERS 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 86,472 1,009,293 2,806,392 155,887 194,848 239,205 289,392 4,781,489 _________ ___________ __________ __________ __________ __________ __________ ___________ NET ASSETS AVAILABLE AT DECEMBER 31, 1991 $ 35,874 $ 94,365 $ 535,829 $ 39,621 $ 41,870 $ 197,488 $ 90,301 $ 1,035,348 ========= =========== ========== ========== ========== ========== ========== ===========
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.2 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. 33-24847). /s/ Arthur Andersen & Co. San Francisco, California April 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----