-----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, CV7kPHPUeOLXJSFaxsdRJ4JXOCa6kYeaZOy9rjEAKsEP8/VHcFE8iJHGnGi9WV5E YKpepBWFYYtBKQeDEPOhsg== 0000805792-94-000001.txt : 19940114 0000805792-94-000001.hdr.sgml : 19940114 ACCESSION NUMBER: 0000805792-94-000001 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930930 FILED AS OF DATE: 19940113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN TECHNOLOGY CO INC CENTRAL INDEX KEY: 0000805792 STANDARD INDUSTRIAL CLASSIFICATION: 3555 IRS NUMBER: 133258160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 34 SEC FILE NUMBER: 001-09334 FILM NUMBER: 94501330 BUSINESS ADDRESS: STREET 1: 65 ROWAYTON AVE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 2038387470 MAIL ADDRESS: STREET 1: 65 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 11-K 1 BALDWIN TECHNOLOGY PROFIT SHARING & SAVINGS PLAN 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 FISCAL YEAR ENDED SEPTEMBER 30, 1993 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN C/O BALDWIN TECHNOLOGY CORPORATION 401 SHIPPAN AVENUE STAMFORD, CT 06904 NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPLE EXECUTIVE OFFICE: BALDWIN TECHNOLOGY COMPANY, INC. 65 ROWAYTON AVENUE ROWAYTON, CT 06853 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN INDEX Page Report of Independent Accountants 2 Statement of Financial Condition at September 30, 1993 3 September 30, 1992 4 Statement of Income and Changes in Plan Equity For the Fiscal Year Ended September 30, 1993 5 For the Fiscal Year Ended September 30, 1992 6 For the Fiscal Year Ended September 30, 1991 7 Statement of Investments at September 30, 1993 8 September 30, 1992 9 Notes to Financial Statements 10 Signatures 16 Exhibit #1 - Consent of Price Waterhouse (filed herewith) REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrative Committee of the Baldwin Technology Profit Sharing and Savings Plan In our opinion, the accompanying financial statements listed in the index on page 1 present fairly, in all material respects, the financial position of the Baldwin Technology Profit Sharing and Savings Plan at September 30, 1993 and 1992, and the changes in its financial position for each of the three years in the period ended September 30, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by the Plan Administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE Stamford, Connecticut December 23, 1993 2 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 1993
SAVINGS PLAN STOCK FIXED INCOME EQUITY STOCK BONUS FUND FUND FUND FUND TOTAL Assets: Investments at market value: Guaranteed income securities $ 8,552,673 $ $ $ $ 8,552,673 Baldwin Technology Company, Inc. Class A common stock 260,093 2,880 262,973 Common stock Temporary investments 5,259,463 4,353 1,869 4 5,265,689 Interest and dividend receivable 91,967 91,967 13,904,103 4,353 261,962 2,884 14,173,302 Contributions receivable 452,521 73,510 35,489 561,520 Cash 9 2,124,217 2,124,226 Total assets 14,356,633 2,202,080 297,451 2,884 16,859,048 Liabilities: Distribution payable 376,021 4,728 47 380,796 Total liabilities 376,021 4,728 47 380,796 Net assets representing participants equity $13,980,612 $2,202,080 $292,723 $2,837 $16,478,252 See Accompanying Notes
3 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 1992
SAVINGS PLAN STOCK FIXED INCOME EQUITY STOCK BONUS FUND FUND FUND FUND TOTAL Assets: Investments at market value: Guaranteed income securities $12,553,143 $12,553,143 Baldwin Technology Company, Inc. Class A common stock 200,115 2,685 202,800 Common stock 1,561,511 1,561,511 Temporary investments 26,324 875 1 27,200 Interest and dividend receivable 120,337 120,337 12,699,804 1,561,511 200,990 2,686 14,464,991 Contributions receivable 324,064 27,320 21,587 372,971 Cash 7 36 10 53 Total assets 13,023,875 1,588,867 222,587 2,686 14,838,015 Liabilities: Distribution payable 234,236 63,179 3,079 89 300,583 Total liabilities 234,236 63,179 3,079 89 300,583 Net assets representing Participant's equity $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432 See Accompanying Notes
4 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
SAVINGS PLAN STOCK FIXED INCOME EQUITY STOCK BONUS FUND FUND FUND FUND TOTAL Net assets at September 30, 1992 $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432 Add: Company contributions 452,520 73,512 35,489 41 561,562 Participant's contributions 696,071 126,011 64,231 886,313 Interest 1,110,684 10 51 1,110,745 Dividends 7,473 18,448 25,921 Net realized gain (loss) on sales of investments 859,262 (33,706) (72) 825,484 Net change in unrealized gain (loss) on investments- (420,694) 67,492 550 (352,652) Other 41,682 5,660 (1,064) 46,278 Transfer among accounts (8,480) 44,002 (35,522) 15,089,589 2,231,899 316,479 3,116 17,641,083 Less:- Distributions: Benefit payments 1,108,977 14,698 23,116 274 1,147,065 Expenses 15,121 640 5 15,766 1,108,977 29,819 23,756 279 1,162,831 Net assets at September 30, 1993 $13,980,612 $2,202,080 $292,723 $2,837 $16,478,252 See Accompanying Notes
5 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1992
SAVINGS PLAN STOCK FIXED INCOME EQUITY STOCK BONUS FUND FUND FUND FUND TOTAL Net assets at September 30, 1991 $13,539,485 $1,136,880 $399,084 $5,240 $15,080,689 Add: Company contributions 324,064 27,320 21,588 74 373,046 Participant's contributions 711,560 92,444 77,106 881,110 Interest 1,172,203 87 95 4 1,172,389 Dividends 15,613 307 15,920 Net realized gain (loss) on sales of investments 114,061 (50,831) 93 63,323 Net change in unrealized gain (loss) on investments (157,124)(131,092)(2,176) (290,392) Other 85 85 Transfer among accounts (672,647) 693,612 (20,965) 15,074,750 1,922,893 295,292 3,235 17,296,170 Less:- Distributions: Benefit payments 2,285,084 386,273 75,780 638 2,747,775 Expenses 27 10,932 4 10,963 2,285,111 397,205 75,784 638 2,758,738 Net assets at September 30, 1992 $12,789,639 $1,525,688 $219,508 $2,597 $14,537,432 See Accompanying Notes
6 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991
SAVINGS PLAN STOCK FIXED INCOME EQUITY STOCK BONUS FUND FUND FUND FUND TOTAL Net assets at September 30, 1990 $14,112,554 $ 998,646 $318,486 $6,751 $15,436,437 Add: Company contributions 169,045 12,283 6,644 315 188,287 Participants contributions 715,050 90,435 91,878 897,363 Interest 1,202,205 3,214 518 1 1,205,938 Dividends 12,221 3,725 61 16,007 Net realized gain (loss) on sales of investments 129,045 (86,903) 277 42,419 Net change in unrealized gain (loss) on investments 314,395 44,931 (1,249) 358,077 Other 764 764 Transfer among accounts 165,372 (226,318) 60,946 16,364,990 1,333,921 440,225 6,156 18,145,292 Less:- Distributions: Benefit payments 2,825,505 187,972 41,140 916 3,055,533 Expenses 9,069 1 9,070 2,825,505 197,041 41,141 916 3,064,603 Net assets at September 30, 1991 $13,539,485 $1,136,880 $399,084 $5,240 $15,080,689 See Accompanying Notes
7 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF INVESTMENTS SEPTEMBER 30, 1993 APPROXIMATE SHARES OR MARKET UNITS COST VALUE Fixed Income Fund Equitable Life Assurance #3329 Branch 9, Part 9 9.2% Maturing August 31, 1994 2,417,350 $2,417,350 $2,417,350 Equitable Life Assurance #3329 Branch 11 Part 11 9.0% Maturing August 30, 1995 6,135,324 6,135,323 6,135,323 8,552,673 8,552,673 Fleet Bank N.A. Short Term Investment Fund 21,104 21,104 21,104 Merrill Lynch CMA Treasury Fund 5,238,358 5,238,359 5,238,359 5,259,463 5,259,463 Savings Plan Equity Fund Fleet Bank N.A. Short Term Investment Fund 4,371 4,371 4,353 Stock Fund Baldwin Technology Company, Inc. Class A Common Stock 58,606 343,586 260,093 Fleet Bank N.A. Short Term Investment Fund 1,869 1,869 1,869 Stock Bonus Fund Baldwin Technology Company, Inc. Class A Common Stock 649 2,658 2,880 Fleet Bank N.A. Short Term Investment Fund 4 4 4 8 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN STATEMENT OF INVESTMENTS SEPTEMBER 30, 1992 APPROXIMATE SHARES OR MARKET UNITS COST VALUE Fixed Income Fund Equitable Life Assurance #3329 Branch 8, Part 8 9.2% Maturing August 31, 1993 4,550,305 $4,550,305 $4,550,305 Equitable Life Assurance #3329 Branch 9 Part 9 9.0% Maturing August 30, 1994 2,213,690 2,213,690 2,213,690 Equitable Life Assurance #3329 Branch 11, Park 11 9.0% Maturing August 30, 1995 5,789,147 5,789,148 5,789,148 12,553,143 12,553,143 Merrill Lynch CMA Treasury Fund 26,324 26,324 26,324 Savings Plan Equity Fund Equitable Capital Management Common Stock Fund 26,279 1,140,835 1,561,511 Stock Fund Baldwin Technology Company, Inc. Class A Common Stock 53,364 351,100 200,115 Fleet Bank N.A. Short Term Investment Fund 875 875 875 Stock Bonus Fund Baldwin Technology Company, Inc. Class A Common Stock 716 3,013 2,685 Fleet Bank N.A. Short Term Investment Fund 1 1 1 9 BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Baldwin Technology Profit Sharing and Savings Plan (the Plan) in the preparation of its financial statements: a. Security Valuation Common stocks included in the Savings Plan Equity Fund, Stock Fund and Stock Bonus Fund are valued at the last sales price of the last business day of the Plan year, as reported by The Wall Street Journal as "Composite Transactions" on the applicable stock exchanges. b. Investment Income Interest and dividend income are recorded on the accrual basis. c. Administration The plan is administered by a committee (the Committee) appointed by the Board of Directors of Baldwin Technology Corporation. d. Administrative Expenses All administrative expenses of the Plan are paid by Baldwin Technology Corporation, (the Company), except for Savings Plan Equity Fund asset management fees, which are paid by that fund. NOTE 2 - DESCRIPTION OF THE PLAN The Plan is a defined contribution plan and is available to substantially all employees of the Company. Under the Plan, participating employees must make a Basic Contribution of 3% of their compensation (up to $40,000) and may make an Additional Elective Contribution of up to 25% of their compensation, on both a tax-deferred and taxable basis into one or a combination of four funds (without regard to the $40,000 cap) which purchase common stock of the Company, shares of a pooled separate common stock fund, guaranteed investment contracts with an insurance company or units in the Merrill Lynch Cash Management Account that invests in treasury notes. For each employee participating in the Plan, the employer may contribute an amount as the Board of Directors in its absolute discretion may determine. The Company, at the discretion of the Board of Directors, may also 10 make stock bonus contributions to the Plan in such amounts as it may determine, either in the form of shares of the Company's Class A Common Stock or in cash to be used to purchase such stock. Stock Bonus contributions are allocated among all active participants on a pro rata basis. Pursuant to the Tax Reform Act of 1986, the maximum tax-deferred contribution an employee may make this year is $8,994. Participants shall, at all times, be fully vested in the current value of their contributions and stock bonus contributions and become vested in employer contributions, based upon their years of vesting service, as shown below: Years of Vested Vesting Service Percentage Less than 3 years 0% 3 but less than 4 20% 4 but less than 5 40% 5 but less than 6 60% 6 but less than 7 80% 7 or more 100% Employees who are age 55 or older, or who become disabled or die while employed, are automatically 100% vested in the valued of the company contributions credited to their accounts. NOTE 3 - INVESTMENT OF FUNDS Participant contributions are paid every week to the Trustee by the Company. 1. The company Stock Fund contributions are invested solely in Baldwin Technology Company, Inc. Class A Common Stock. 2. The Fixed Income Fund contributions are invested in accordance with contracts with Equitable Life Assurance Society of the United States and are guaranteed an interest rate through August 31, 1995 of not less that 9.0%. Contributions to the Merrill Lynch Cash Management Account invest in treasury notes with an effective yield at September 30, 1993 of 2.44%. 3. The Savings Plan Equity Fund contributions are invested primarily in common stocks, debentures, convertible preferred stock, or similar equity instruments. At September 30, 1993, the number of active employees participating under the Fixed Income, Equity, and Stock Bonus Funds were 263, 109, 78, and 218 respectively. 11 NOTE 4 - DISTRIBUTIONS AND FORFEITURES Distributions from the Plan at termination of employment will be made in the form of a single lump-sum distribution consisting of the cash value of the participant's interests in the Fixed Income, Savings Plan Equity and Stock Funds. The amount of the distribution attributable to the participant's stock bonus account shall be distributed in the form of shares of Baldwin Stock. Not withstanding the foregoing, a participant may request to receive benefits in a form other than as above and the Plan Administrator may make available an alternative form of distribution. Upon a participant's termination of employment by reason of retirement, total and permanent disability or death, the entire balance of the participant's account determined as of the Valuation Date coinciding with or next following the date of the termination will be paid to the participant, or in the case of death, to the participant's designated beneficiary. Upon termination of employment for reasons other than those set forth above, the entire balance of the participant's account, to the extent vested, determined as of the Valuation Date coinciding with or next following the date of termination will be paid to the participant. Amounts which have not vested will be forfeited except that, should a participant resume employment within 60 months of termination, the amount of such forfeiture may be restored to his or her account. Contributions and earnings thereon which have been forfeited will be available as additional employer contributions for the designated unit of the employer in which it arose. NOTE 5 - FEDERAL INCOME TAXES The Plan is a qualified plan under the applicable provisions of the Internal Revenue Code and no federal income taxes are required to be paid by the Plan. Employee contributions made from pre-tax salary are not currently reportable as Income for federal income tax purposes. Employees are not taxed currently on Company contributions to the Plan or on income earned by the Plan until such amounts are distributed. NOTE 6 - REPORTABLE TRANSACTIONS Reportable transactions as defined by the Employee Retirement Income Security Act of 1974, as amended, are as follows: 12 YEAR ENDED SEPTEMBER 30, 1993
Total Total Total Total Total Net # of # of Value Value Cost Realized Description of Assets Purchases Sales Purchases Sales Sales Gain/Loss Equitable Life Assur 12 1 $ 418,628 $4,968,933 $4,968,933 $ - #3329 Branch 8, Part 8 9.2% Mat 8-31-93 Equitable Life Assur 12 - 203,660 - - - #3329 Branch 9, Part 9 9.2% Mat 8-31-94 Equitable Life Assur 12 1 511,677 165,500 165,500 - #3329 Branch 11, Part 11 9.0% Mat 8-31-95 Equitable Capital 65 16 282,050 2,282,149 1,422,887 859,262 Management Common Stock Fund Baldwin Technology Co. 54 25 180,450 159,790 193,496 (33,706) Class A Common Stock Fleet EMP Directed Acct 140 132 5,568,048 5,567,917 5,567,989 (72) Temporary Investment Fund Merrill Lynch 52 15 5,873,370 642,4850 642,485 - CMA Treasury Fund
13 NOTE 7 - TERMINATION OF THE PLAN It is the intent of the Company that the Plan continue into the future;however, the Committee reserves the right to terminate the Plan. In the event the Plan is terminated, the assets of the Plan will be distributed to the participants in proportion to their respective interests in the plan. NOTE 8 - NET REALIZED GAIN/(LOSS) ON SALES OF INVESTMENTS The net realized gain/(loss) on sale or maturity of investments during fiscal 1993, 1992 and 1991 was computed as follows: SAVINGS PLAN STOCK EQUITY STOCK BONUS FUND FUND FUND TOTAL For the year ended September 30, 1993 Proceeds $2,330,331 $154,257 $ 534 $2,485,122 Cost of Investments sold or matured, cost being determined on an average cost basis 1,471,069 187,963 606 1,659,638 Net realized gain/(loss) $ 859,262 $(33,706) $ (72) $ 825,484 For the year ended September 30, 1992 Proceeds $ 492,129 $105,380 $676 $598,185 Cost of Investments sold or matured, cost being determined on an average cost basis 378,068 156,211 583 534,862 Net realized gain/(loss) $ 114,061 $(50,831) $ 93 $ 63,323 For the year ended September 30, 1991 Proceeds $ 698,736 $409,705 $1,982 $1,110,423 Cost of Investments sold or matured, cost being determined on an average cost basis 569,691 496,608 1,705 1,068,004 Net realized gain/(loss) $ 129,045 $(86,903) $ 277 $ 42,419 14 NOTE 9 - NET UNREALIZED GAIN (LOSS) ON INVESTMENT A summary of net unrealized gain (loss) on Investments for fiscal 1993, 1992, and 1991 are as follows: SAVINGS PLAN STOCK EQUITY STOCK BONUS FUND FUND FUND TOTAL For the year ended September 30, 1993 Unrealized gain (loss) on Investments: Beginning of year $ 420,676 $(150,985) $(328) $ 269,363 End of year (18) (83,493) 222 (83,289) Unrealized gain (loss) on investments for the year $(420,694) $ 67,492 $ 550 $(352,652) For the year ended September 30, 1992 Unrealized gain (loss) on Investments: Beginning of year $ 577,800 $ (19,893)$ 1,848 $559,755 End of year 420,676 (150,985) (328) 269,363 Unrealized gain (loss) on investments for the year $(157,124)$(131,092)$(2,176) $(290,392) For the year ended September 30, 1991 Unrealized gain (loss) on Investments: Beginning of year $ 263,405 $ (64,824)$ 3,097 $201,678 End of year 577,800 (19,893) 1,848 559,755 Unrealized gain (loss) on investments for the year $ 314,395 $ 44,931 $(1,249) $358,077 NOTE 10 - SUBSEQUENT EVENTS There have been two changes to the plan which take effect October 1, 1993. First, participants will be given a wider range of investment options over the ones currently offered. With the exception of the Baldwin Stock Fund, which will remain unchanged, the current three funds managed by the Equitable and Merrill Lynch will be replaced by five mutual funds managed by the American Funds 15 Group. Secondly, newly hired employees will be able to roll their contributions from their previous employer's plan into the Baldwin Plan beginning in fiscal 1994. The changes noted above have not resulted in amendments to the plan or trust agreements and are within guidelines specified by the plan. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Baldwin Technology Profit Sharing and Savings Plan Date: December 23, 1993 By:/s/Helen M. Mitchell______________ Helen M. Mitchell, Plan Administrator Baldwin Technology Corporation 16 EXHIBIT #1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-8 (no. 33-20611 and 33-30455) of Baldwin Technology Company, Inc. of our report dated December 23, 1993 appearing on page 2 of this Form 11-K. PRICE WATERHOUSE Stamford, Connecticut January 11, 1994 -----END PRIVACY-ENHANCED MESSAGE-----