-----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, WrIQSomlDa5mjLbEB5RuIgEIpK8dezPs1D1SHtuAIiND8DzzQ7hqhOwH/ZodxAMD HSnZRyoc36S/YMYkLMJ1TQ== 0000950152-94-000448.txt : 19940502 0000950152-94-000448.hdr.sgml : 19940502 ACCESSION NUMBER: 0000950152-94-000448 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE ELECTRIC CO/DE CENTRAL INDEX KEY: 0000814331 STANDARD INDUSTRIAL CLASSIFICATION: 3621 IRS NUMBER: 341538687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10404 FILM NUMBER: 94525215 BUSINESS ADDRESS: STREET 1: 6065 PARKLAND BLVD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162665800 MAIL ADDRESS: STREET 1: 6065 PARKLAND BLVD CITY: CLEVLAND STATE: OH ZIP: 44124 10-K/A 1 RELIANCE ELECTRIC 10-K/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) / x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] 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 1-10404 RELIANCE ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Delaware 34-1538687 - ---------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6065 Parkland Boulevard, Cleveland, Ohio 44124-6106 - ---------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 266-5800 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Class A Common Stock, New York Stock Exchange par value $.01 per share Securities registered pursuant to Section 12(g) of the Act: None ----------------------------------------------------------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as set forth in the pages attached hereto: "Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K" is hereby amended and restated to include Exhibit 99.5, Reliance Electric Company Savings and Investment Plan Financial Statements for the year ended December 31, 1993 (the "Plan Financial Statements"), and Exhibit 23.2, Consent of Price Waterhouse with regard to the Plan Financial Statements, which are attached hereto and incorporated herein by reference. ================================================================================ 2 Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 1. FINANCIAL STATEMENTS. --------------------- The following financial statements and supplementary quarterly information are filed as part of this Form 10-K Annual Report herein at Exhibits 99.1 and 99.4: Item ---- Report of Independent Accountants Consolidated Statement of Earnings for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Balance Sheet as of December 31, 1993 and 1992 Consolidated Statement of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statement of Changes in Stockholders' Equity for the Years Ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements Quarterly Information (unaudited) 2. FINANCIAL STATEMENT SCHEDULES. ------------------------------ See the Index to Financial Statement Schedules at page FS-1 of this Form 10-K Annual Report. 3. EXHIBITS. --------- See the Index to Exhibits at page E-1 of this Form 10-K Annual Report. (b) REPORTS ON FORM 8-K. -------------------- The registrant did not file any Current Reports on Form 8-K during the fourth quarter of 1993. 3 RELIANCE ELECTRIC COMPANY EXHIBIT INDEX Sequential Exhibit No. Description Page - ----------- ----------- ---------- 3.1 Restated Certificate of Incorporation of the Company (A) as filed with the Secretary of State of Delaware on February 1, 1993. 3.2 By-Laws of the Company, as amended May 11, 1988. (B) 4.1 Competitive Advance and Revolving Credit Facility (C) Agreement, dated as of April 21, 1993, among the Company, the Lenders named therein and Chemical Bank, as Administrative Agent. 4.2 Indenture, dated as of April 1, 1993, between the (C) Company and Bankers Trust Company as Trustee (the "Indenture"). 4.2.1 First Supplemental Indenture, dated as of April 14, (C) 1993, between the Company and Bankers Trust Company, supplementing the Indenture. 4.3 Specimen certificate of the Company's 6.80% Notes (C) due April 15, 2003. 4.4 Specimen certificate of the Company's Class A (A) Common Stock. 4.5 Specimen certificate of the Company's Class B (D) Common Stock. 4.6 Specimen certificate of the Company's Class C (D) Common Stock. 10.1 Letter of Credit Facility Agreement, dated as of (C) April 21, 1993, between the Company and Society National Bank. 10.2 Stock Purchase Agreement, dated April 8, 1987, (D) among Court Square Capital Ltd. ("Citicorp"), Prudential Securities Incorporated ("Prudential") and the Company. E-1 4 EXHIBIT INDEX -- Continued Sequential Exhibit No. Description Page - ----------- ----------- ---------- 10.3 Registration Rights Agreement, dated April 8, 1987, (D) among Citicorp, Prudential, the management participants in the Employee Stock Purchase Plan and the Employee Stock Redistribution Plans and the Company. 10.3.1 Amendment No. 1 to Registration Rights Agreement, (B) dated September 15, 1988. 10.4 Registration Rights Agreement, dated April 29, 1992, (A) among Citicorp, Prudential and the Company. 10.5* Form of 1990 Severance Agreement of the Company with (E) Messrs. Morley, Dalton, Sheffler, Tsivitse, Hutson, Norton, Swann, Muren and Matejka. 10.5.1* Form of Amendment to 1990 Severance Agreement of the (E) Company with Messrs. Morley, Dalton, Sheffler, Tsivitse, Hutson, Norton, Swann, Muren and Matejka. 10.6* Form of Indemnity Agreement of the Company. (B) 10.7* Deferred Compensation Plan of the Company, as amended (F) February 20, 1991. 10.8* Form of Savings and Investment Plan of the Company, as ** amended and restated. 10.9* Defined Benefit Pension Plan of the Company. (D) 10.10* Employee Stock Purchase Plan of the Company and the (D) related Non-Qualified Stock Option Agreement (Exhibit B thereto as revised) between the Company and the management participants in the Employee Stock Purchase Plan and the Employee Stock Redistribution Plan. 10.10.1* Employee Stock Redistribution Plan of the Company. (B) 10.10.2* Employee Stock Redistribution Plan of March 1, 1990 (G) of the Company. 10.11 Outside Director Stock Option Plan of the Company. (D) E-2 5 EXHIBIT INDEX -- Continued Sequential Exhibit No. Description Page - ----------- ----------- ---------- 10.11.1 Form of Amendment No. 1 to Outside Director Stock (H) Option Plan of the Company. 10.11.2 Form of Amendment No. 2 to Outside Director Stock (D) Option Plan of the Company. 10.12* Key Employee Stock Option Plan of 1990. (I) 10.13* Retirement Plan of the Company. (J) 10.14* Agreement relating to Golden Parachute Excise Tax. (I) 10.15* Reliance Electric Company Supplemental Retirement (F) Plan for Key Employees, as amended September 5, 1990. 10.16* Reliance Electric Company Special Retirement Program (F) for Elected Officers, as amended January 1, 1991. 21.1 Subsidiaries of the Registrant. ** 23.1 Consent of Price Waterhouse with regard to the ** Consolidated Financial Statements of the Company. 23.2 Consent of Price Waterhouse with regard to the Plan Financial Statements. 99.1 Quarterly Financial and Stockholder Information. ** 99.2 Selected Financial Data. ** 99.3 Management's Discussion and Analysis of Results of ** Operations and Financial Condition. 99.4 Consolidated Financial Statements of the Company ** listed under Item 14(a)(1). 99.5 Reliance Electric Company Savings and Investment Plan Financial Statements for the year ended December 31, 1993. ___________________ * Management contract or compensatory plan or arrangement identified pursuant to Item 14(c) of this Form 10-K. ** Previously filed. E-3 6 EXHIBIT INDEX -- Continued (A) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1992. (B) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1988. (C) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-Q for the quarter ended March 31, 1993. (D) Incorporated herein by reference to the appropriate exhibit to the Company's Registration Statement on Form S-1 declared effective on August 6, 1987 (Reg. No. 33-14048), and as amended by Post-Effective Amendment No. 1 on May 5, 1988, Post-Effective Amendment No. 2 on April 13, 1989 and Post-Effective Amendment No. 3 on May 1, 1990. (E) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1991. (F) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1990. (G) Incorporated herein by reference to the appropriate exhibit to the Company's Registration Statement on Form S-8 declared effective on June 6, 1990 (Reg. No. 33-34976). (H) Incorporated herein by reference to the appropriate exhibit to the Company's Registration Statement on Form S-8 declared effective on December 2, 1987 (Reg. No. 33-18410). (I) Incorporated herein by reference to the appropriate exhibit to the Company's Registration Statement on Form S-1 declared effective on December 13, 1989 (Reg. No. 33-31612). (J) Incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1987. E-4 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. RELIANCE ELECTRIC COMPANY Date: April 28, 1994 By: /s/ William R. Norton ---------------------------- William R. Norton Vice President, General Counsel and Secretary 373/10226DPA.491 E-5 EX-23.2 2 EXHIBIT 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-62074) of our report dated April 15, 1994 on the Reliance Electric Company Savings and Investment Plan Financial Statements for the year ended December 31, 1993 appearing on page 1 of Exhibit 99.5 of the Annual Report on Form 10-K for the year ended December 31, 1993. PRICE WATERHOUSE Cleveland, Ohio April 29, 1994 EX-99.5 3 EXHIBIT 1 EXHIBIT 99.5 RELIANCE ELECTRIC COMPANY ------------------------- SAVINGS AND INVESTMENT PLAN --------------------------- FINANCIAL STATEMENTS -------------------- * * * * * DECEMBER 31, 1993 ----------------- 2 RELIANCE ELECTRIC COMPANY ------------------------- SAVINGS AND INVESTMENT PLAN --------------------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- PAGE ---- Report of Independent Accountants 1 Statement of Assets Available for Benefits December 31, 1993 and 1992 2 Statement of Changes in Assets Available for Benefits for the years ended December 31, 1993 and 1992 3-4 Notes to Financial Statements 5-10 Supplemental Schedules: Assets Held for Investment at December 31, 1993 (Schedule I) 11 Schedule of 5% Reportable Transactions for the year ended December 31, 1993 (Schedule II) 12 3 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- April 15, 1994 To the Participants and Administrative Committee of the Reliance Electric Company Savings and Investment Plan In our opinion, the accompanying statement of assets available for benefits, and the related statements of changes in assets available for benefits present fairly, in all material respects, the assets available for benefits of the Reliance Electric Company Savings and Investment Plan as of December 31, 1993 and 1992, and the changes in assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards 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 management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the plan financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the plan financial statements but is additional information required by the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in the audit of the plan financial statements and, in our opinion, is fairly stated in all material respects in relation to the plan financial statements taken as a whole. 4 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PROGRAM ----------------------------------------------------------------------------------------- December 31, 1993 (000's omitted) U.S. Interest Reliance Growth Equity Basic Exxon Govern- Loan ASSETS TOTAL Accumulation Stock & Index Value Stock ment Fund Income - ------------------------------------------------------------------------------------------------------------------------------- Investments in securities: Fixed Income Fund $181,660 $181,660 $ - $ - $ - $ - $ - $ - $ - Reliance Electric Company Common Stock 38,073 - 38,073 - - - - - - Aetna Growth & Income Equity Account 13,475 - - 13,475 - - - - - Equity Index Fund 10,932 - - - 10,932 - - - - Merrill Lynch Basic Value Fund 23,816 - - - - 23,816 - - - Exxon Corporation Capital Stock 65,331 - - - - - 65,331 - - Bankers Trust Pyramid Government Fund 1,321 - - - - - - 1,321 - Short-term investments 68 28 14 2 - 2 20 2 - Contributions receivable 2,604 1,201 773 185 134 283 - 28 - Interest and dividends receivable 1,103 1,052 1 - - - 1 6 43 Loans to participants 7,194 - - - - - - - 7,194 ------- ------- ------ ------ ------ ------ ------ ----- ----- Total assets $345,577 $183,941 $38,861 $13,662 $11,066 $24,101 $65,352 $1,357 $7,237 ======= ======= ====== ====== ====== ====== ====== ===== =====
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PROGRAM ----------------------------------------------------------------------------------------- December 31, 1992 (000's omitted) U.S. Interest Reliance Growth Equity Basic Exxon Govern- Loan ASSETS TOTAL Accumulation Stock & Index Value Stock ment Fund Income - ------------------------------------------------------------------------------------------------------------------------------- Investments in securities: Fixed Income Fund $168,389 $168,389 $ - $ - $ - $ - $ - $ - $ - Reliance Electric Company Common Stock 37,544 - 37,544 - - - - - - Aetna Growth & Income Equity Account 11,059 - - 11,059 - - - - - Equity Index Fund 9,042 - - - 9,042 - - - - Merrill Lynch Basic Value Fund 16,480 - - - - 16,480 - - - Exxon Corporation Capital Stock 66,093 - - - - - 66,093 - - Bankers Trust Pyramid Government Fund 32 - - - - - - 32 - Short-term investments 2,375 2,320 13 16 23 - 3 - - Contributions receivable 2,263 1,075 650 160 125 226 - 27 - Interest and dividends receivable 1,260 877 1 - - 336 1 - 45 Loans to participants 6,499 - - - - - - - 6,499 ------- ------- ------ ------ ----- ------ ------ ----- ----- Total assets $321,036 $172,661 $38,208 $11,235 $9,190 $17,042 $66,097 $ 59 $6,544 ======= ======= ====== ====== ===== ====== ====== ===== ===== The accompanying notes are an integral part of these financial statements.
- 2 - 5 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------------------------------------------------------------------------------------- INVESTMENT PROGRAM -------------------------------------------------------------------------------------- U.S. Interest Reliance Growth Equity Basic Exxon Govern- Loan (000's omitted) TOTAL Accumulation Stock & Index Value Stock ment Fund Income - ----------------------------------------------------------------------------------------------------------------------------- INCREASE IN ASSETS Contributions: Participants $22,455 $13,319 $2,131 $2,100 $1,588 $3,013 $ - $ 304 $ - Reliance Electric Company 7,162 - 7,162 - - - - - - Investment Income: Interest on Investments 12,714 12,649 - - - - - 65 - Dividends 4,354 - - - - 1,340 3,014 - - Interest on loans 530 - - - - - - - 530 Interest on short-term investments 26 - 11 2 4 3 6 - - Gain (loss) from change in market value of securities held and from securities sold (3,458) - (7,605) 776 942 2,567 (138) - - ------- ------- ------ ------ ----- ------ ------ ------ ------ Total increase 43,783 25,968 1,699 2,878 2,534 6,923 2,882 369 530 DECREASE IN ASSETS Distributions for withdrawals and terminations 19,242 11,643 1,549 536 1,278 891 3,140 58 147 TRANSFERS OF ASSETS: Loans to participants - (3,172) (17) (196) (29) (126) (129) (21) 3,690 Loan repayments - 2,309 212 265 182 374 - 38 (3,380) Interfund transfers - ( 2,182) 308 16 467 779 (358) 970 - ---------- -------- ------- ------ ------ ------ ------ ------ ------ Net transfers - (3,045) 503 85 620 1,027 (487) 987 310 ---------- -------- ------- ------ ------ ------ ------ ----- ------ NET INCREASE (DECREASE) IN ASSETS 24,541 11,280 653 2,427 1,876 7,059 (745) 1,298 693 ASSETS - Beginning of year 321,036 172,661 38,208 11,235 9,190 17,042 66,097 59 6,544 ------- ------- ------ ------ ------ ------ ------ ----- ----- ASSETS - End of year $345,577 $183,941 $38,861 $13,662 $11,066 $24,101 $65,352 $1,357 $7,237 ======= ======= ====== ====== ====== ====== ====== ===== ===== The accompanying notes are an integral part of these financial statements.
- 3 - 6 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992
- ------------------------------------------------------------------------------------------------------------------------- INVESTMENT PROGRAM ---------------------------------------------------------------------------------- U.S. Interest Reliance Growth Equity Basic Exxon Govern- Loan (000's omitted) TOTAL Accumulation Stock & Index Value Stock ment Fund Income - ------------------------------------------------------------------------------------------------------------------------- INCREASE IN ASSETS Contributions: Participants $19,518 $12,565 $1,200 $1,762 $1,339 $2,596 $ - $ 56 $ - Reliance Electric Company 6,704 356 6,264 30 21 33 - - - Investment Income: Interest on Investments 14,005 14,005 - - - - - - - Dividends 3,879 - - - - 776 3,103 - - Interest on loans 730 - - - - - - - 730 Interest on short-term investments 30 - 14 3 2 2 9 - - Gain (loss) from change in market value of securities held and from securities sold 6,448 - 5,976 678 667 835 (1,708) - - ------- ------- ------ ------ ----- ------ ------ ---- ----- Total increase 51,314 26,926 13,454 2,473 2,029 4,242 1,404 56 730 DECREASE IN ASSETS Distributions for withdrawals and terminations 20,880 13,897 855 596 342 651 3,858 - 681 TRANSFERS OF ASSETS: Loans to participants - (2,808) (8) (126) (4) (41) (67) - 3,054 Loan repayments - 2,179 79 203 148 343 - 3 (2,955) Interfund transfers - (12,203) 14,949 (129) 331 (1,342) (1,606) - - ------- ------- ------ ------ ----- ------ ------ ---- ----- Net transfers - (12,832) 15,020 (52) 475 (1,040) (1,673) 3 99 ------- ------- ------ ------ ----- ------ ------ ---- ----- NET INCREASE (DECREASE) IN ASSETS 30,434 197 27,619 1,825 2,162 2,551 (4,127) 59 148 ASSETS - Beginning of year 290,602 172,464 10,589 9,410 7,028 14,491 70,224 - 6,396 ------- ------- ------ ------ ----- ------ ------ ---- ----- ASSETS - End of year $321,036 $172,661 $38,208 $11,235 $9,190 $17,042 $66,097 $ 59 $6,544 ======= ======= ====== ====== ===== ====== ====== === ===== The accompanying notes are an integral part of these financial statements.
- 4 - 7 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES: - ---------------------------------------- Basis of Accounting - ------------------- The Reliance Electric Company Savings and Investment Plan (the "Plan") is accounted for using the accrual basis. Investment Valuation - -------------------- Investments in securities and short-term investments are stated at fair value as measured by readily available market prices; investments in contracts with insurance companies, included in general accounts, are stated at contract value which approximates fair value. Mutual fund investments are valued at net asset value representing the value at which shares of the fund may be purchased or redeemed. Investments in fixed income securities and insurance contracts are exposed to credit risk in the event of default of the fixed income securities or the issuer's inability to meet the terms of these insurance contracts. Security Transactions and Investment Income - ------------------------------------------- Purchases and sales of securities are reported on a trade date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Proceeds from sales of securities, less market value at the beginning of the year (or cost for purchases during the year), are included as gains (losses) for the year in the statement of changes in assets available for benefits. Net unrealized appreciation (depreciation) of the value of investments for the year is also included in gains (losses) in the statement of changes in assets available for benefits based on market price fluctuations during the year or since date of purchase, if purchased during the year. Plan Expenses - ------------- Beginning in 1993, asset management fees charged by the Growth and Income Fund, Equity Index Fund, Interest Accumulation Fund, and U.S. Government Fund are deducted from fund assets. All other administrative expenses of the plan are paid by Reliance Electric Company (the "Company"). Prior to 1993, all administrative expenses of the Plan were paid by the Company. NOTE 2 - SUMMARY DESCRIPTION OF THE PLAN: - ---------------------------------------- The following summary description of the Plan is provided for general information purposes only. Participants should refer to the Summary Plan Document for complete information. The Plan is a defined contribution plan administered by an Administrative Committee appointed by the Company's Board of Directors. The assets of the Plan are maintained and transactions therein are - 5 - 8 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- executed by the trustee, Society Bank (the "Trustee"). Eligibility - ----------- All employees of the Company and its eligible subsidiaries in the United States who have completed one year of service and are not covered by a collective bargaining agreement, unless that collective bargaining agreement expressly provides for the employees' eligibility, are eligible to participate in the Plan. Eligible employees can elect to participate in the Plan at the beginning of any month following their eligibility date. There were approximately 8,944 and 8,900 participants in the Plan at December 31, 1993 and 1992, respectively. Vesting - ------- Employee contributions are fully vested. Employer matching contributions are vested after the participant has completed three years of service. Contributions - ------------- Effective September 1, 1992 eligible employees may elect to contribute from 1% to 16% (in whole percentages) of their pre-tax compensation including wages, bonuses and commissions into the plan up to $8,994 in 1993 ($8,728 in 1992). Prior to September 1, 1992, employees could contribute up to 12% of their compensation as defined by the Plan. The Company matches 50% of participant contributions up to 6% of compensation. Plan participants can elect to have their contributions invested in 5% increments in the different investment programs available. Beginning May 1992, participants can contribute directly to the Reliance Stock Fund, and 100% of Company matching contributions are invested in the Reliance Stock Fund. The Administrative Committee may establish a time period during which all participants may elect to make supplemental after-tax contributions to the Plan which are not matched by the Company. The additional contributions may not exceed 10% of the participant's compensation, as defined in the Plan. Investments - ----------- The Trustee of the Plan maintains the following seven funds under the Plan. Excluding the Exxon Stock Fund (which was closed to new contributions after 1986), a participant may direct contributions in any of the following investment options: * Aetna Variable Accumulation Fund - This fund is a pooled separate account maintained within the Aetna Growth and Income Equity Account. The Growth and Income Equity Account is a pooled fund investing primarily in the Aetna Variable Fund, a registered mutual fund. This fund is invested in a wide variety of preferred and common stocks and interest-producing securities. The fund's objective is to outperform inflation and the stock market in general, and to show less fluctuation than most stocks. - 6 - 9 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- * Interest Accumulation Fund - Investments in contracts with insurance or other financial institutions that provide for return of principal plus a rate of return on the investment. The objective of this fund is to provide a reasonable rate of return with a minimum of risk. * Merrill Lynch Basic Value Fund - A mutual fund whose investments are primarily in common stock of established companies that are selected with the objective of long-term growth through capital appreciation and income. * Equity Index Fund - A mutual fund managed by the Bankers Trust Company of New York investing in stocks intended to approximate the overall performance of the Standard and Poor's 500 Composite Stock Index ("S&P 500 Index"). The objective of this fund is to spread risk among many stocks yet realize a net return equivalent to that of the S&P 500 Index. * U.S. Government Fund - The objective of this fund is to protect principal while earning a reasonable rate of return. This fund consists of securities backed by the United States Government and its agencies. * Reliance Stock Fund - This fund consists exclusively of shares of Class A Common Stock of Reliance Electric Company ("Reliance stock"). Reliance stock is traded on the New York Stock Exchange. * Exxon Stock Fund - This fund consists exclusively of shares of common stock of the Exxon Corporation. Exxon's stock is traded on the New York Stock Exchange. The Exxon Stock Fund has been closed to new contributions and transfers (in) since the end of 1986. Quarterly dividends paid by Exxon are reinvested in additional shares of Exxon stock by the Plan Trustee. Loan Fund - --------- The Loan Fund represents amounts borrowed by individual participants from their own accounts in accordance with certain criteria established by the Plan. Short-Term Investments - ---------------------- The Trustee makes short-term investments of available cash until amounts are invested in accordance with Plan participant elections. Participant Accounts - -------------------- A separate account is maintained for each participant in the Plan, reflecting contributions, investments, investment gains and losses, distributions, loans, withdrawals and transfers. - 7 - 10 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Plan Withdrawals and Distribution - --------------------------------- Active participants may withdraw certain amounts from their accounts up to their entire vested interest if they attain the age of 59-1/2, or qualify for financial hardship. Participant vested amounts are payable upon retirement, death, or other termination of employment. Any non-vested Company contributions are forfeited and applied to reduce future contributions by the Company. Plan Termination - ---------------- Although the Company has not expressed any intent to terminate the Plan, it reserves the right to do so at any time. In the event of termination, the interests of each participant with respect to Company contributions will vest immediately and be nonforfeitable. NOTE 3 - TAX STATUS: - ------------------- The Plan has received a determination letter from the Internal Revenue Service stating that the Plan constitutes a qualified plan under the Internal Revenue Code ("IRC") and is therefore exempt from federal income taxes. The Company is in the process of amending certain provisions of the Plan and believes that the Plan will continue to qualify under the provisions of Section 401(A) of the IRC and continue to be exempt from federal income taxes. NOTE 4 - BENEFIT OBLIGATIONS: - ---------------------------- Benefit payment obligations to employees who have terminated participation or have initiated withdrawals from the Plan were as follows:
DECEMBER 31, -------------------------------------- Investment Program 1993 1992 - ---------------------------------------------------------- --------------- --------------- (000'S OMITTED) Interest Accumulation Fund $ 1,512 $ 1,427 Reliance Stock Fund 294 49 Growth and Income Fund 427 61 Equity Index Fund 178 108 Basic Value Fund 239 125 Exxon Stock Fund 1,843 247 U.S. Government Fund - 2 --------------- --------------- $ 4,493 $ 2,019 =============== ===============
- 8 - 11 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 5 - INVESTMENTS: - -------------------- Assets of the Plan are held in trust by the Trustee, the following table presents the Plan's investments:
DECEMBER 31, -------------------------------------- 1993 1992 --------------- --------------- INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE OR NET ASSET VALUE Mutual/Equity Funds: Merrill Lynch Basic Value Fund Class A (1,019,079 and 810,226 shares, respectively) $ 23,815,882 $ 16,479,999 Aetna Growth & Income Equity Account (1,369,510 and 1,195,366 shares, respectively) 13,475,376 11,059,107 Bankers Trust Equity Index Fund (11,059 and 10,078 shares, respectively) 10,932,325 9,042,141 Investments in Fixed Income Trusts: Merrill Lynch Retirement Preservation Trust 67,125,560 44,500,000 Bankers Trust Guaranteed Investment Fund 59,615,441 - Bankers Trust Pyramid Government Fund 1,320,644 11,773,171 Common Stocks: Reliance Electric Company Class A Common Stock (2,256,184 and 1,854,036 shares, respectively) 38,073,105 37,544,229 Exxon Common Stock (1,034,952 and 1,081,280 shares, respectively) 65,331,345 66,093,241 Short-Term Investments 67,469 2,374,925 --------------- --------------- Total Investments at Fair Value 279,757,147 198,866,813 --------------- --------------- INVESTMENTS AT ESTIMATED FAIR VALUE Participant Loans 7,194,000 6,499,000 --------------- --------------- INVESTMENTS AT CONTRACT VALUE Insurance Company Investment Contracts: New York Life, Contract #GA5967, 9.20%, 01/02/96 28,488,669 28,665,444 Principal Mutual Life, Contract #GA88696, 8.5%, 12/31/93 26,429,762 26,612,284 Aetna, Contract #DC13188, 6.7% and 8.06% respectively, date of termination, 03/05/93 - 56,869,732 --------------- --------------- TOTAL INVESTMENTS $ 341,869,578 $ 317,513,273 =============== ===============
- 9 - 12 RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- During 1993 and 1992, the Plan's investments (including gains and losses on investments sold during the year) appreciated/(depreciated) in value by $(3,458,472) and $6,448,172, respectively, as follows:
YEAR ENDED DECEMBER 31, ------------------------------------- 1993 1992 --------------- -------------- INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE OR NET ASSET VALUE Mutual/Equity Funds $ 4,285,038 $ 2,180,449 Common Stocks (7,743,510) 4,267,723 --------------- -------------- NET CHANGE IN FAIR VALUE $ (3,458,472) $ 6,448,172 =============== ==============
NOTE 6 - UNITS OF PARTICIPATION: - -------------------------------
DECEMBER 31, -------------------------------------------------------------------- 1993 1992 ------------------------------ ------------------------------ NUMBER UNIT NUMBER UNIT INVESTMENT PROGRAM OF UNITS VALUE OF UNITS VALUE - ---------------------------------- ------------ ---------- ------------- --------- Interest Accumulation Fund 181,687,729 $ 1.000 170,708,365 $ 1.000 Reliance Stock Fund 2,257,017 16.875 1,854,675 20.250 Growth and Income Fund 1,369,656 9.840 1,197,051 9.252 Equity Index Fund 11,058 988.650 10,103 897.264 Basic Value Fund 1,019,159 23.370 810,240 20.340 Exxon Stock Fund 1,035,271 63.125 1,081,325 61.125 U.S. Government Fund 1,322,360 1.000 32,099 1.000 The above data has not been adjusted to reflect accruals. Additionally, short-term investments outstanding within the respective funds were included in determining the number of units at December 31, 1993 and 1992.
- 10 - 13 RELIANCE ELECTRIC COMPANY SCHEDULE I SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 - ------------------------------------------------------------------------------
SECURITY REVALUED MARKET IDENTITY OF ISSUE DESCRIPTION SHARES COST (1) VALUE - ------------------------------------------------------------------------------------------------------------- Insurance Company Investment Contracts New York Life GA5967 (2) 28,488,669 $ 28,488,669 $ 28,488,669 Principal Mutual LF GA88696 (2) 26,429,762 26,429,762 26,429,762 ----------- ------------- ------------- Total Insurance Company Investment Contracts 54,918,431 $ 54,918,431 $ 54,918,431 ========== ============ ============ Investments in Fixed Bankers Trust Pyramid Guaranteed Income Trusts Investment Fund 59,615,441 $ 59,615,441 $ 59,615,441 Merrill Lynch Retirement Preservation 67,125,560 67,125,560 67,125,560 Trust Bankers Trust Pyramid Government 1,320,644 1,320,644 1,320,644 ----------- ------------- ------------- Fund Total Investment in Fixed 128,061,645 $ 128,061,645 $ 128,061,645 Income =========== ============ ============ Trusts Common Stocks Reliance Electric Company Common Stock 2,256,184 $ 44,486,827 $ 38,073,105 Exxon Common Stock 1,034,952 61,899,391 65,331,345 ----------- ------------- ------------- Total Common Stocks 3,291,136 $ 106,386,218 $ 103,404,450 =========== ============ ============ Mutual/Equity Funds Bankers Trust Equity Index Fund 11,059 $ 10,010,141 $ 10,932,325 Aetna Growth & Income Equity 1,369,510 12,699,368 13,475,376 Account 1,019,079 21,249,014 23,815,882 ----------- ------------- ------------- Merrill Lynch Basic Value Fund 2,399,648 $ 43,958,523 $ 48,223,583 =========== ============ ============ Total Mutual/Equity Funds Short-Term Investments EB Short-Term Investment Fund 67,469 $ 67,469 $ 67,469 =========== ============ ============ Loans Loans to Participants 7% - 12% N/A $ 7,194,000 $ 7,194,000 ============ ============ (1) In accordance with ERISA regulations, revalued cost of holdings is calculated based upon market price at December 31, 1992, or on purchase price if purchased during the year, except as noted at (2). (2) Stated at contract value, which approximates fair value.
- 11 - 14 RELIANCE ELECTRIC COMPANY SCHEDULE II SCHEDULE OF 5% REPORTABLE TRANSACTIONS DECEMBER 31, 1993 - -------------------------------------------------------------------------------
SERIES OF - --------- TRANSACTIONS: - ------------- TOTAL TOTAL TOTAL DOLLAR TOTAL DOLLAR NUMBER OF NUMBER AMOUNT OF AMOUNT OF NET ISSUER DESCRIPTION OF ISSUE PURCHASES OF SALES PURCHASES SALES GAIN/(LOSS) ------ -------------------- --------- -------- --------- ----- ----------- Aetna Insurance Company Investment Contract #DC13188, date of termination, 03/05/93 3 4 $1,207,132 $58,110,951 - Bankers Trust Guaranteed Investment Fund 27 1 59,877,701 262,260 - Society National Bank Short-Term Investments 229 303 73,001,498 75,308,952 - Merrill Lynch Retirement Preservation 15 11 27,603,251 4,977,651 - Trust SINGLE TRANSACTIONS: ------------------- Aetna Insurance Company Investment Contract #DC13188, date of termination, 03/05/93 - 1 - 18,952,298 - Aetna Insurance Company Investment Contract #DC13188, date of termination, 03/05/93 - 1 - 19,156,633 - Aetna Insurance Company Investment Contract #DC13188, date of termination, 03/05/93 - 1 - 19,455,392 - Bankers Trust Guaranteed Investment Fund 1 - 19,455,392 - - Society Short-Term Investment 1 - 19,000,000 - - Society Short-Term Investment - 1 - 19,455,392 - Merrill Lynch Retirement Preservation 1 - 18,000,000 - - Trust COST OF ASSETS NET SOLD GAIN/(LOSS) ---- ----------- $58,110,951 - 262,260 - 75,308,952 - 4,977,651 - 18,952,298 - 19,156,633 - 19,455,392 - - - - - 19,455,392 - - - Reportable Transactions for the year ended December 31, 1993 represent individual transactions or series of transactions involving one issue which exceed 5% of assets available for plan benefits at the beginning of the year.
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