-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S5ryQs5xm80ItmU+feOkrZPABfkUft4Az6MiWpfaKdlPO82nAN4dKmuKbNPvzDuU mEFy64KB9JsDtBfCurYqDQ== 0000879550-97-000004.txt : 19970430 0000879550-97-000004.hdr.sgml : 19970430 ACCESSION NUMBER: 0000879550-97-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19970429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOWHITTAKER INC CENTRAL INDEX KEY: 0000879550 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953917176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10870 FILM NUMBER: 97590072 BUSINESS ADDRESS: STREET 1: 8830 BIGGS FORD RD CITY: WALKERSVILLE STATE: MD ZIP: 21793 BUSINESS PHONE: 3018987025 MAIL ADDRESS: STREET 1: 8830 BIGGS FORD ROAD CITY: WALKERSVILLE STATE: MD ZIP: 21793 10-K/A 1 AMENDMENT TO 10-K - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A-1 (Mark One) |_| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended October 31, 1996 |_| 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 1-10870 BIOWHITTAKER, INC. ------------------ (Exact name of Registrant as specified in its charter) Delaware 95-3917176 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 8830 Biggs Ford Road, Walkersville, Maryland 21793-0127 - -------------------------------------------- ---------- (Address of Principal Executive Offices) (zip code) Registrant's telephone number, including area code (301) 898-7025 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, par value $.01 per share New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | | The aggregate market value of the voting stock held by non-affiliates of the Registrant at December 31, 1996 was $63,629,672. The aggregate market value was computed by reference to the closing price as of that date. (For purposes of calculating this amount only, all directors, executive officers and greater than 10% shareholders of the Registrant are treated as affiliates.) The number of shares outstanding of the Registrant's only class of common stock as of December 31, 1996 was 10,759,199. Documents Incorporated by Reference ----------------------------------- Portions of the Registrant's definitive Proxy Statement for its annual meeting to be held on March 14, 1997 are incorporated by reference in Part III. - ------------------------------------------------------------------------------- PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. The following documents are filed as part of this report: Page Reference Form 10-K --------- (a-1) Financial Statements: Consolidated Statements of Income for the three years ended October 31,1996 15 Consolidated Balance Sheets as of October 31, 1996 and 1995..... 16 Consolidated Statements of Stockholders' Equity for the three years ended October 31, 1996................................ 17 Consolidated Statements of Cash Flows for the three years ended October 31, 1996............................................ 18 Notes to Consolidated Financial Statements...................... 19 Report of Independent Auditors.................................. 29 Audited Financial Statements and Schedules of BioWhittaker, Inc. Savings and Stock Investment Plan for the two years ended October 31, 1996...................................... Only in 10-K/A-1 (a-2) Financial Statement Schedules: Schedule II-Valuation and Qualifying Accounts................ F-1 All supplemental schedules other than as set forth above are omitted as inapplicable or because the required information is included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements. (a-3) Exhibits:* 3.1 Certificate of Incorporation of the Registrant.(Exhibit 3.1 to Form 10 General Form for Registration of Securities (the "Form 10") as originally filed with the Securities and Exchange Commission on September 25, 1991.) 3.2 Bylaws of the Registrant. (Exhibit 3.2 to the Form 10). 4.1 Form of Certificate of Designation relating to the Registrant's Series A Participating Cumulative Preferred Stock.(Exhibit 4.1 to the Form 10). 4.2 Form of Stockholder Protection Rights Agreement between the Registrant and Bank of Boston, as Rights Agent.(Exhibit 4.2 to Annual Report on Form 10-K for the fiscal year ended October 31, 1995 (the "1995 Form 10-K")). **10.1 BioWhittaker, Inc. 1991 Long-Term Stock Incentive Plan (attached as Annex I to the Form 10). **10.2 Form of Employment Agreement between the Registrant and Joseph F. Alibrandi (not renewed for periods after December 31, 1996; (Exhibit 10.2 to the Form 10)). 10.3 Stock Purchase Agreement between the Registrant and Anasco GmbH (Exhibit 10.3 to the Form 10). 10.4 Form of Joint Venture and Partnership Agreement between Boehringer Ingelheim Bioproducts, Inc.and BioWhittaker International, Inc. (Exhibit 10.4 to the Form 10). 10.4a Amendment dated October 29, 1992 to the Form of Joint Venture and Partnership Agreement between Boehringer Ingelheim Bioproducts, Inc. and BioWhittaker International, Inc. (Exhibit 10.4a to Annual Report on Form 10-K for the Fiscal Year Ended October 31, 1992 (the "1992 Form 10-K")). 10.5 Form of Technology License Agreement between the Registrant and BioWhittaker International, Inc. (Exhibit 10.5 to the Form 10). 2 10.7 Loan Agreement dated October 13, 1994 by and between the Registrant and NationsBank of North Carolina. (Exhibit 10.7 to the Annual Report on Form 10-K for the fiscal year ended October 31, 1994 (the "1994 Form 10-K")). 10.8 Distribution Agreement between Whittaker Corporation and Registrant (Exhibit 2.1 to the Form 10). 10.9 Tax Agreement between Whittaker Corporation and Registrant (Exhibit 2.2 to the Form 10). **10.13 BioWhittaker, Inc. 1994 Stock Option Plan for Non-Employee Directors (Exhibit A to BioWhittaker, Inc.'s 1994 Proxy Statement). 10.14 Stock Purchase Agreement between BioWhittaker Inc., and Boehringer Ingelheim International, GmbH, dated April 30, 1995 (Exhibit 10.14 to Form 8-K, dated April 30, 1995). 10.15 Asset Purchase Agreement between BioWhittaker, Inc. and Carter-Wallace Inc. dated December 18, 1995 (Exhibit 10.15 to Form 8-K, dated December 18, 1995). 10.16 Agreement and Plan of Merger dated as of December 20, 1995, by and among Clonetics Corporation, BioWhittaker, Inc., and Peter Maniatis a representative for the Company's Stockholders and Option Holders. (Exhibit 10.16 to the 1995 Form 10-K). 10.17 BioWhittaker, Inc. Supplemental Executive Retirement Plan. 10.18 Distributor Agreement between the Registrant and Boehringer Ingelheim BioProducts Partnership. 11. Statement Re: Calculation of Net Income Per Share. 22. List of Subsidiaries (Exhibit 22 to the Form 10). 24. Consent of Independent Auditors - Company Financial Statements. 24.1 Consent of Independent Auditors - Plan Financial Statements. 27. Financial Data Schedule. 28.1 Stockholder Agreement among the stockholder signatory thereto, Anasco, and the Registrant (Exhibit 28.1 to the Form 10). ------------- *Exhibits followed by a parenthetical reference are incorporated by reference to the document described therein. Upon written request to the Secretary of the Registrant, a copy of any exhibit referred to above will be furnished without charge. **Management contract or compensatory plan required to be filed pursuant to Item 14(c) of this Report. (b) Reports on Form 8-K: During the quarter ended October 31, 1996, the Registrant did not file any reports on Form 8-K. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOWHITTAKER, INC. By: /S/ PHILIP L. ROHRER, JR. ----------------------------- Date: April 28, 1997 Philip L. Rohrer, Jr. Vice President 4 EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 24.1 Consent of Independent Auditors 8 5 Audited Financial Statements and Schedules BioWhittaker, Inc. Savings and Stock Investment Plan Years ended October 31, 1996 and 1995 with Report of Independent Auditors 6 BioWhittaker, Inc. Savings and Stock Investment Plan Audited Financial Statements and Schedules Years ended October 31, 1996 and 1995 Contents Report of Independent Auditors ................................. 1 Audited Financial Statements Statements of Net Assets Available for Benefits................. 2 Statements of Changes in Net Assets Available for Benefits...... 3 Notes to Financial Statements................................... 4 1996 Schedule II - Allocation of Net Assets Available for Benefits to Investment Program........................ 11 1995 Schedule II - Allocation of Net Assets Available for Benefits to Investment Programs......................... 12 1996 Schedule III- Allocation of Changes in Net Assets Available for Benefits to Investment Programs............. 13 1995 Schedule III- Allocation of Changes in Net Assets Available for Benefits to Investment Programs............. 14 Supplemental Schedules Line 27a--Assets Held For Investment Purposes...................... 15 Line 27d--Reportable Transactions.................................. 16 7 Report of Independent Auditors Board of Trustees BioWhittaker Inc. Savings and Stock Investment Plan We have audited the accompanying statements of net assets available for benefits of BioWhittaker, Inc. Savings and Stock Investment Plan as of October 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. Our audits also included the schedules of allocation of net assets available for benefits to investment programs as of October 31, 1996 and 1995 and allocation of changes in net assets available for benefits to investment programs for the years then ended. These financial statements and schedules 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 available for benefits of the Plan at October 31, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Also, in our opinion, the related schedules referred to above present fairly the information set forth therein in compliance with the applicable accounting regulations of the Securities and Exchange Commission. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of October 31, 1996 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. These supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. March 28, 1997 1 8 BioWhittaker, Inc. Savings and Stock Investment Plan Statements of Net Assets Available for Benefits October 31 ---------- 1996 1995 ---- ---- Assets Investments, at fair value: Unallocated insurance contracts: Guaranteed interest account $ 1,509,576 $ 1,462,997 Pooled separate accounts 3,678,226 2,699,248 Common Stock: BioWhittaker, Inc. common stock 2,712,224 2,550,359 Whittaker Corporation common stock 193,922 295,641 Loans to participants 492,852 490,506 ------- ------- Total investments $ 8,586,800 $7,498,751 Contributions receivable: Employee - 25,443 Employer 580 14,438 --- ------ 580 39,881 Cash 39,496 46,125 ---------- ---------- Net assets available for benefits $8,626,876 $7,584,757 =========== ========== See accompanying notes. 2 9 BioWhittaker, Inc. Savings and Stock Investment Plan Statements of Changes in Net Assets Available for Benefits Years ended October 31 ---------- 1996 1995 ---- ---- Additions Investment income: Interest on loans $ 40,781 $ 32,565 Interest income 104,048 99,188 Net realized gain on sale of common stock 26,362 20,799 ------ ------ 171,191 152,552 Contributions: Employee 709,806 708,519 Employer 388,116 385,734 ------- ------- 1,097,922 1,094,253 Transfer from Clonetics acquisition 138,659 - ------- ----- Total additions 1,407,772 1,246,805 --------- --------- Deductions Benefit payments 617,812 577,827 Administrative expenses 5,590 3,795 ----- ----- Total deductions 623,402 581,622 ======= ======= Net unrealized appreciation in fair value of investments 257,749 588,260 ------- ------- Net increase 1,042,119 1,253,443 --------- --------- Net assets available for benefits at beginning of year 7,584,757 6,331,314 --------- --------- Net assets available for benefits at end of year $ 8,626,876 $ 7,584,757 =========== =========== See accompanying notes. 3 BioWhittaker, Inc. Savings and Stock Investment Plan Notes to Financial Statements October 31, 1996 1. Significant Accounting Policies Basis of Accounting The financial statements of the BioWhittaker, Inc. Savings and Stock Investment Plan (the Plan) are prepared on the accrual basis of accounting. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Valuation of Investments Investments in unallocated insurance contracts are stated at contract value as determined by the insurance company. Contract value represents contributions made under the contract plus interest at the contract rate less funds used to make benefit payments. The effective annual yield for 1996 and 1995 was 6.5% and 6.3%, respectively. The average interest rates of the contracts range from 5.35% to 7.95% in 1996 and from 4.35% to 7.95% in 1995. Investments in pooled separate accounts are valued at market value as determined by the insurance company. Investments in common stock are valued at the quoted market value on the valuation date. The change in the difference between the fair value and the cost of investments is reflected as net unrealized appreciation in fair value of investments in the statements of changes in net assets available for benefits. The difference between the proceeds received and the average cost of common stocks sold are reflected as net realized gain on sale of common stocks in the statements of changes in net assets available for benefits. Expenses relating to the purchase and sale of BioWhittaker, Inc. and Whittaker Corporation common stock are added to their cost or deducted from their proceeds. 4 BioWhittaker, Inc. Savings and Stock Investment Plan Notes to Financial Statements (continued) 1. Significant Accounting Policies (continued) Administrative Expenses Administrative expenses are paid by BioWhittaker, Inc. (the Company), except for certain commissions paid to brokers in connection with the purchase and sale of BioWhittaker, Inc. and Whittaker Corporation common stock. Reconciliation of Form 5500 to the Audited Financial Statements Differences between the Form 5500 and the audited financial statements result from differences in the basis of accounting used in the Form 5500 (modified accrual basis), versus that required in the audited financial statements (accrual basis). The "contributions receivable - employee" and "contributions receivable - employer" captions in the Statements of Net Assets Available for Benefits and "contributions - employee" and "contributions - employer" captions in the Statements of Changes in Net Assets Available for Benefits are affected by these differences. Net assets available for benefits at October 31, 1995 in the audited financial statements are $39,881 higher than on the Form 5500 as a result of these differences. There is no difference between net assets available for benefits on the Form 5500 and the audited financial statements at October 31, 1996. 2. Description of the Plan The Plan is a defined contribution plan qualified under sections 401(a) and 401(k) of the Internal Revenue Code (IRC). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following description of the Plan provides only general information. Participants should refer to the pamphlet, BioWhittaker, Inc. 401 (k)/ Savings and Stock Investment Plan, for a more complete description of the Plan's provisions. Copies of this pamphlet are available from the Company's Human Resources Department. Eligibility All full time employees of the Company who have completed one year of service and attained age 21 may participate in the Plan. 5 BioWhittaker, Inc. Savings and Stock Investment Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Contributions Participants may contribute from 1% to 15% of their gross wages reportable by BioWhittaker, Inc. for federal income tax purposes (including overtime, commissions and bonuses) to any of the thirteen Principal Mutual Life Insurance Company investment options and the BioWhittaker, Inc. common stock account. Assets held in Whittaker Corporation common stock at October 31, 1996 and 1995 are remaining from the transfer of net assets from the Whittaker Corporation plan since no current contributions can be invested in Whittaker Corporation common stock. The Company matches from 50% to 75% of participant contributions up to 6% of their income. The Company match is invested in the BioWhittaker, Inc. common stock account. Participants are immediately vested in contributions made through payroll deductions, deposits made for Company matching contributions, and the actual earnings thereon. Transfer from Clonetics Acquisition On January 17, 1996 the Company acquired Clonetics Corporation. As a result of this acquisition, participants in the Clonetics 401(k) Plan that were employed by the Company became participants in the Plan at the date of the acquisition. All of the net assets from the Clonetics 401(k) Plan wre transferred into the Plan. Benefit Payments Benefit payments are restricted to retirement, early retirement, termination of employment, death, or disability. Amounts allocated to accounts of persons who have withdrawn from participation in the earnings and operations of the Plan totaled $479,655 and $221,355 at October 31, 1996 and 1995, respectively. Such amounts are included in net assets available for benefits. Participant Loans Participants may borrow from their account balance without regard to the intended use of the funds. Loans are limited to 50% of the participant's vested account balance, up to a maximum of $50,000. The loans are collateralized by the participant's account balance and are accounted for as a specific investment of the borrowing participant's account. Loan repayments are made through regular payroll deductions. Interest on loan repayments is allocated to the investment options of that individual participant's account in the same manner elected for contribution allocations which are in effect at the time of repayment. Loans for reasons other than the purchase of a primary residence are to repaid within five years. 6 BioWhittaker, Inc. Savings and Stock Investment Plan Notes to Financial Statements (continued) 3. Investments During 1996 and 1995, the Plan's investments (including investments bought and sold, as well as held during the year) appreciated in fair value by $284,111 and $609,059 respectively, as follows: October 31, 1996 October 31, 1995 ---------------- ---------------- Net Appreciation / Net (Depreciation) Appreciation in Fair Fair Value in Fair Fair Value Value at End Value at End During Year of Year During Year of Year ----------- ------- ----------- ------- Fair value determined by insurance company: Unallocated insurance contract at contract value: Guaranteed interest account $ (1,175) $ 1,509,576* $ - $1,462,997* Pooled separate accounts: U.S. stock account 8,523 77,065 1,067 10,112 Money market account - 230,895 - 103,773 Real estate account 537 8,149 147 4,159 Private bond & mortgage account 38,498 657,898* 81,335 608,799* International stock account 20,714 139,810 3,921 89,527 Government securities account 1,006 20,121 209 3,932 Stock index account 373,189 1,992,973* 329,774 1,571,253* Value stock account 20,366 173,949 14,089 84,441 Small company stock account 18,207 117,725 13,923 96,755 Growth stock account 30,197 202,225 20,362 110,864 Bond emphasis balanced account 1,199 24,118 154 2,331 Stock emphasis balanced account 3,308 33,298 1,005 13,302 Fair value determined by quoted market price: Common stock: BioWhittaker, Inc. (144,866) 2,712,224* 109,988 2,550,359* Whittaker Corporation (85,592) 193,922 33,085 295,641 Other: Loans to participants - 492,852* - 490,506* ------- -------- ------ ------- $284,111 $ 8,586,800 $ 609,059 $7,498,751 ======== =========== ========= ========== *Represents individual investments that represent 5% or more of the Plan's net assets at October, 31. 7 BioWhittaker, Inc. Savings and Stock Investment Plan Notes to Financial Statements (continued) 3. Investments (continued) Interest income reported by the trustee for the plan years ended October 31, 1996 and 1995 was $104,048 and $99,188, respectively, on the Guaranteed interest and Money market accounts. 4. Plan Termination Although the Company has not expressed any intention to do so, it has the right to discontinue its contributions and to terminate the Plan at any time subject to the provisions of ERISA. Upon termination of the Plan, all interests of the participants not previously vested would become fully vested and nonforfeitable and the net assets of the Plan would be distributed to participants based upon individual equities in the Plan. 5. Income Tax Status The Internal Revenue Service ruled on May 12, 1995 that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualifications. The Plan's management is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 8 BioWhittaker, Inc. Savings and Stock Investment Plan Schedule II - Allocation of Net Assets Available for Benefits to Investment Programs October 31, 1996
Contributions Net assets Loans to Total Receivable available for Investments Participants Investment employee employer Cash benefits ----------- ------------ ---------- -------- -------- ---- -------- Assets Investments: Unallocated insurance contracts: Guaranteed interest account ... $1,509,576 $ -- $1,509,576 $ -- $ -- $ 39,496 $ 1,549,072 Pooled separate accounts: U.S. stock account ............ 77,065 -- 77,065 -- -- -- 77,065 Money market account .......... 230,895 -- 230,895 -- -- -- 230,895 Real estate account ........... 8,149 -- 8,149 -- -- -- 8,149 Private market bond and mortgage account ............ 657,898 -- 657,898 -- -- -- 657,898 International stock account ... 139,810 -- 139,810 -- -- -- 139,810 Government securities account . 20,121 -- 20,121 -- -- -- 20,121 Stock index account ........... 1,992,973 -- 1,992,973 -- -- -- 1,992,973 Value stock account ........... 173,949 -- 173,949 -- -- -- 173,949 Small company stock account ... 117,725 -- 117,725 -- -- -- 117,725 Growth stock account .......... 202,225 -- 202,225 -- -- -- 202,225 Bond emphasis balanced account 24,118 -- 24,118 -- -- -- 24,118 Stock emphasis balanced account 33,298 -- 33,298 -- -- -- 33,298 Common Stock: BioWhittaker, Inc. common stock 2,712,224 -- 2,712,224 -- 580 -- 2,712,804 Whittaker Corp. common stock .. 193,922 -- 193,922 -- -- -- 193,922 Unallocated to specific Plan investment programs ......... -- 492,852 492,852 -- -- -- 492,852 Total .......................... $ 8,093,948 $ 492,852 $8,586,800 $ -- $580 $39,496 $ 8,626,876 ========== ========= ========= ==== ==== ====== ===========
BioWhittaker, Inc. Savings and Stock Investment Plan Schedule II - Allocation of Net Assets Available for Benefits to Investment Programs October 31, 1995
Contributions Net assets Loans to Total Receivable - available for Investments Participants Investment employee employer Cash benefits ----------- ------------ ---------- -------- -------- ---- -------- Assets Investments: Unallocated insurance contracts: Guaranteed interest account... $1,462,997 $ -- $1,462,997 $ 7,090 $ -- $ 46,125 $ 1,516,212 Pooled separate accounts: U.S. stock account ............ 10,112 -- 10,112 159 -- -- 10,271 Money market account .......... 103,773 -- 103,773 614 -- -- 104,387 Real estate account ........... 4,159 -- 4,159 108 -- -- 4,267 Private market bond and mortgage account ............ 608,799 -- 608,799 2,719 -- -- 611,518 International stock account ... 89,527 -- 89,527 771 -- -- 90,298 Government securities account . 3,932 -- 3,932 132 -- -- 4,064 Stock index account ........... 1,571,253 -- 1,571,253 6,441 -- -- 1,577,694 Value stock account ........... 84,441 -- 84,441 556 -- -- 84,997 Small company stock account ... 96,755 -- 96,755 572 -- -- 97,327 Growth stock account .......... 110,864 -- 110,864 1,052 -- -- 111,916 Bond emphasis balanced account 2,331 -- 2,331 80 -- -- 2,411 Stock emphasis balanced account 13,302 -- 13,302 256 -- -- 13,558 Common Stock: BioWhittaker, Inc. common stock 2,550,359 -- 2,550,359 4,893 14,438 -- 2,569,690 Whittaker Corp. common stock .. 295,641 -- 295,641 -- -- -- 295,641 Unallocated to specific Plan investment programs ........ -- 490,506 490,506 -- -- -- 490,506 Total .......................... $ 7,008,245 $ 490,506 $ 7,498,751 $25,443 $14,438 $ 46,125 $ 7,584,757 ========== ========= ========= ====== ======= ======= ===========
10 BioWhittaker, Inc. Savings and Stock Investment Plan Schedule III - Allocation of Changes in Net Assets Available for Benefits to the Investment Programs Year ended October 31, 1996 Guaranteed Money Interest U.S. Stock Market Real Estate Account Account Account Account ------- ------- ------- ------- Additions Investment income: Interest on loans $ - $ - $ - $ - Interest income 98,005 - 6,043 - Net realized (loss)/gain on sale of common stocks - - - - ------ ------ ------ ----- 98,005 - 6,043 - Contributions: Employee 149,465 21,360 22,877 4,581 Employer - - - - ------- ------ ------ ----- 149,465 21,360 22,877 4,581 Transfer from Clonetics merger 3,761 3,849 44,367 - Total additions 251,231 25,209 73,287 4,581 ------- ------ ------ ----- Deductions Benefit payments 146,281 5,509 239,777 165 Administrative expenses 631 3 128 1 ----- ----- ------ ---- Total deductions 146,912 5,512 239,905 166 Net unrealized (depreciation)/ appreciation in fair value of investments (1,175) 8,523 - 537 Interfund transfers (70,284) 38,574 293,126 (1,070) ------ ------ ------- ------ Net increase /(decrease) 32,860 66,794 126,508 3,882 Net assets available for benefits at beginning of year 1,516,212 10,271 104,387 4,267 --------- ------ ------- ----- Net assets available for benefits at end of year $1,549,072 $ 77,065 $230,895 $ 8,149 ========= ======== ======== ======= * Amount included in unallocated to specific Plan investment programs since investment in Whittaker Corporation common stock is not an investment option. 11a Private Market Bond and International Government Stock Mortgage Stock Securities Index Account Account Account Account Additions ------- ------- ------- ------- Investment income: Interest on loans $ - $ - $ - $ - Interest income - - - - Net realized (loss)/gain on sale of common stocks - - - - ------ ----- ------ ----- Contributions: - - - - Employee 66,806 24,780 11,075 154,413 Employer - - - - ------ ------ ------ ------- 66,806 24,780 11,075 154,413 Transfer from Clonetics merger 8,836 6,816 8,836 34,280 Total additions 75,642 31,596 19,911 188,693 ------ ------ ------ ------- Deductions Benefit payments 49,083 3,900 619 102,665 Administrative expenses 93 13 - 244 ------ ----- ------- ------- Total deductions 49,176 3,913 619 102,909 ------ ----- --- ------- Net unrealized (depreciation)/ appreciation in fair value of investments 38,498 20,714 1,006 373,189 Interfund transfers (18,584) 1,115 (4,241) (43,694) ------- ----- ------ ------- Net increase/(decrease) 46,380 49,512 16,057 415,279 Net assets available for benefits at beginning of year 611,518 90,298 4,064 1,577,694 ------- ------ ----- --------- Net assets available for benefits at end of year $ 657,898 $ 139,810 $ 20,121 $ 1,992,973 ======== ========= ========= ========== 11b Bond Value Small Company Growth Emphasis Stock Stock Stock Balanced Account Account Account Account ------- ------- ------- ------- Additions Investment income: Interest on loans $ - $ - $ - $ - Interest income - - - - Net realized (loss)/gain - - - - on sale of common stocks ------ ----- ----- ----- - - - - Contributions: Employee 32,032 29,832 43,194 14,552 Employer - - - - ------ ------ ------ ------ 32,032 29,832 43,194 14,552 Transfer from Clonetics merger 3,849 7,264 4,297 9,089 ----- ----- ----- ----- Total additions 35,881 37,096 47,491 23,641 ------ ------ ------ ------ Deductions Benefit payments 1,598 10,981 6,640 1,054 Administrative expenses 11 18 30 - ----- ------ ----- ----- Total deductions 1,609 10,999 6,670 1,054 ----- ------ ----- ----- Net unrealized (depreciation)/ appreciation in fair value of investments 20,366 18,207 30,197 1,199 Interfund transfers 34,314 (23,906) 19,291 (2,079) ------ ------- ------ ------ Net increase /(decrease) 88,952 20,398 90,309 21,707 Net assets available for benefits at beginning of year 84,997 97,327 111,916 2,411 ------ ------ ------- ----- Net assets available for benefits at end of year $ 173,949 $117,725 $202,225 $ 24,118 ========= ======== ======== ======== 11c Stock BioWhittaker, Unallocated Emphasis Common to specific Plan Balanced Stock Investment Account Account programs Total ------- ------- -------------- ------ Additions Investment income: Interest on loans $ - $ - $ 40,781 $ 40,781 Interest income - - - 104,048 Net realized (loss)/gain on sale of common stocks - (1,945) 28,307* 26,362 ----- ------ ------ ------ - (1,945) 69,088 171,191 Contributions: Employee 12,439 122,400 - 709,806 Employer - 388,116 - 388,116 ------ ------- ----- ------- 12,439 510,516 - 1,097,922 Transfer from Clonetics merger 3,415 - - 138,659 Total additions 15,854 508,571 69,088 1,407,772 ------ ------- ------ --------- Deductions Benefit payments 130 27,822 21,588 617,812 Administrative expenses - 3,944 474 5,590 ----- ----- ------ ----- Total deductions 130 31,766 22,062 623,402 ===== ====== ====== ======= Net unrealized (depreciation)/ appreciation in fair value of investments 3,308 (142,921) (113,899) 257,749 Interfund transfers 708 (190,770) (32,500) - ------ -------- ------- -------- Net increase /(decrease) 19,740 143,114 (99,373) 1,042,119 Net assets available for benefits at beginning of year 13,558 2,569,690 786,147 7,584,757 ------ --------- ------- --------- Net assets available for benefits at end of year $ 33,298 $ 2,712,804 $ 686,774 $ 8,626,876 ======== =========== ========== =========== 11d BioWhittaker, Inc. Savings and Stock Investment Plan Schedule III - Allocation of Changes in Net Assets Available for Benefits to the Investment Programs Year ended October 31, 1995 Guaranteed Money Interest U.S. Stock Market Real Estate Account Account Account Account ------- ------- ------- ------- Additions Investment income: Interest on loans $ - $ - $ - $ - Interest income 94,458 - 4,730 - Net realized (loss)/gain on sale of common stocks - - - - ------ ------ ------ ----- 94,458 - 4,730 - Contributions: Employee 208,054 4,388 25,989 2,981 ------- ----- ------ ----- Employer - - - - ------- ------ ------ ----- 208,054 4,388 30,719 2,981 Total additions 302,512 4,388 25,989 2,981 ------- ----- ------ ----- Deductions Benefit payments 167,519 - 211,270 - Administrative expenses 396 - 21 - --- ----- ------ ----- Total deductions 167,915 - 211,291 - ======= ====== ======= ==== Net unrealized (depreciation)/ appreciation in fair value of investments - 1,067 - 147 Interfund transfers (53,017) 3,799 235,400 1,067 ------- ------ ------- ------ Net increase /(decrease) 81,580 9,254 54,828 4,195 Net assets available for benefits at beginning of year 1,434,632 1,017 49,559 72 --------- ------ ------- ----- Net assets available for benefits at end of year $1,516,212 $ 10,271 $104,387 $ 4,267 ========== ======== ======== ======= * Amount included in unallocated to specific Plan investment programs since investment in Whittaker Corporation common stock is not an investment option. 12a Private Market Bond and International Government Stock Mortgage Stock Securities Index Account Account Account Account Additions ------- ------- ------- ------- Investment income: Interest on loans $ - $ - $ - $ - Interest income - - - - Net realized (loss)/gain on sale of common stocks - - - - ----- ------ ------ ------ - - - - Contributions: Employee 72,138 21,022 3,642 170,996 Employer - - - - ------ ------ ------ ------- 72,138 21,022 3,642 170,996 Total additions 72,138 21,022 3,642 170,996 ------ ------ ----- ------- Deductions Benefit payments 55,493 3,098 - 101,257 Administrative expenses 62 - - 99 ------ ----- ------- ------- Total deductions 55,555 3,098 - 101,356 Net unrealized (depreciation)/ appreciation in fair value of investments 81,335 3,921 209 329,774 Interfund transfers (4,059) 23,721 111 (75,385) ------- ----- ------ ------- Net increase/(decrease) 93,859 45,566 3,962 324,029 Net assets available for benefits at beginning of year 517,659 44,732 102 1,253,665 ------- ------ ----- --------- Net assets available for benefits at end of year $ 611,518 $ 90,298 $ 4,064 $ 1,577,694 ======== ======== ======= ========== 12b Bond Value Small Company Growth Emphasis Stock Stock Stock Balanced Account Account Account Account ------- ------- ------- ------- Additions Investment income: Interest on loans $ - $ - $ - $ - Interest income - - - - Net realized (loss)/gain on sale of common stocks - - - - ----- ----- ----- ----- Contributions: - - - - Employee 15,084 15,769 29,183 2,205 Employer - - - - ------ ------ ------ ------ 15,084 15,769 29,183 2,205 Total additions 15,084 15,769 29,183 2,205 ------ ------ ------ ----- Deductions Benefit payments 195 404 1,511 569 Administrative expenses - - - - ----- ------ ----- ----- Total deductions 195 404 1,511 569 ===== ====== ===== ===== Net unrealized (depreciation)/ appreciation in fair value of investments 14,089 13,923 20,362 154 Interfund transfers 22,647 27,538 18,471 585 ------ ------- ------ ------ Net increase /(decrease) 51,625 56,826 66,505 2,375 Net assets available for benefits at beginning of year 33,372 40,501 45,411 36 ------ ------ ------ ------ Net assets available for benefits at end of year $ 84,997 $ 97,327 $111,916 $ 2,411 ========= ======== ======== ======== 12c Stock BioWhittaker, Unallocated Emphasis Common to specific Plan Balanced Stock Investment Account Account programs Total ------- ------- -------------- ------ Additions Investment income: Interest on loans $ - $ - $ 32,565 $ 32,565 Interest income - - - 99,188 Net realized (loss)/gain on sale of common stocks - (4,047) 24,846* 20,799 ----- ------ ------ ------ - (4,047) 57,411 152,552 Contributions: Employee 6,813 130,255 - 708,519 Employer - 385,734 - 385,734 ------ ------- ----- ------- 6,813 515,989 - 1,094,253 Total additions 6,813 511,942 57,411 1,246,805 ----- ------- ------ --------- Deductions Benefit payments - 14,312 22,199 577,827 Administrative expenses - 2,925 292 3,795 ----- ----- ------ ----- Total deductions - 17,237 22,491 581,622 ----- ------ ------ ------- Net unrealized (depreciation)/ appreciation in fair value of investments 1,005 114,035 8,239 588,260 Interfund transfers 3,411 (168,760) (35,529) - ------ -------- ------- -------- Net increase /(decrease) 11,229 439,980 7,630 1,253,443 Net assets available for benefits at beginning of year 2,329 2,129,710 778,517 6,331,314 ------ --------- ------- --------- Net assets available for benefits at end of year $ 13,558 $ 2,569,690 $ 786,147 $ 7,584,757 ======== =========== ========== =========== 12d Supplemental Schedules 13 BioWhittaker, Inc. Savings and Stock Investment Plan Line 27a--Assets Held For Investment Purposes October 31, 1996 Identity of Party and Description of Investment Including Maturity Date, Fair Rate of Interest, Fair Collateral, Par of Maturity Value Cost* Value - --------------------------------------------------- ----- ----- Principal Mutual Life Insurance Company Unallocated insurance contracts: Guaranteed interest accounts: 3 year interest deposit - maturity date 10/31/96 at 5.83%-5.90% $ 86,750 $ 86,750 5 year interest deposit - maturity date 10/31/96 at 7.61%-7.95% 484,630 484,630 3 year interest deposit - maturity date 10/31/97 at 6.88%-7.10% 436,561 436,561 5 year interest deposit - maturity date 10/31/97 at 5.35%-5.62% 86,409 86,075 3 year interest deposit - maturity date 10/31/98 at 5.35%-5.88% 125,086 124,619 5 year interest deposit - maturity date 10/31/98 at 6.56% 81,454 81,448 5 year interest deposit - maturity date 10/31/99 at 6.97%-7.75% 117,593 117,590 5 year interest deposit - maturity date 10/31/00 at 5.93% 92,268 91,903 ------ ------ 1,510,751 1,509,576 Principal Mutual Life Insurance Company Pooled separate accounts: U.S. stock account 68,475 77,065 Money market account 228,423 230,895 Real Estate account 7,538 8,149 Private market bond & mortgage account 520,555 657,898 International stock account 117,336 139,810 Government securities account 19,210 20,121 Stock index account 1,255,992 1,992,973 Value stock account 139,992 173,949 Small company stock account 101,786 117,725 Growth stock account 158,089 202,225 Bond emphasis balanced account 23,122 24,118 Stock emphasis balanced account 29,179 33,298 ------ ------ 2,669,697 3,678,226 BioWhittaker, Inc. Common stock 380,663 shares 3,485,745 2,712,224 Whittaker Corporation Common stock 13,729 shares 150,835 193,922 Loans to participants Interest rates range from 7.00% to 11.50% due 03/06/97 through 05/29/08 492,852 492,852 ------- ------- $8,309,880 $8,586,800 ========== ========== * Principal Mutual Life Insurance Company maintains its records on a contract and fair value basis respectively; therefore, cost basis information is not available but has been estimated by the insurance company. 14 BioWhittaker, Inc. Savings and Stock Investment Plan Line 27d--Reportable Transactions Year ended October 31, 1996 Category (iii) - Series of security transactions in excess of 5% of plan net - -------------------------------------------------------------------------------- assets - Sales: - --------------- Total Fair Value Identity of Party and Number of Selling Cost of of Asset on Net Description of Assets Sales Price Asset Transaction Date Gain - --------------------- ----- ----- ----- ---------------- ---- Principal Mutual Life Insurance Company Money Market Account 65 $454,634 $449,749 $454,634 $4,885 Guaranteed Interest Account 80 300,766 300,766 Stock Index 45 230,544 150,655 230,544 79,889 Account Category (iii) - Series of security transactions in excess of 5% of plan net - -------------------------------------------------------------------------------- assets - Purchases: - ------------------- Total Fair Value Identity of Party and Number of Purchase of Asset on Description of Assets Purchases Price Transaction Date - --------------------- --------- ------- ---------------- Principal Mutual Life Insurance Company Money Market Account 53 $575,712 $575,712 Guaranteed Interest Account 32 250,515 250,515 Stock Index 39 279,075 279,075 Account There were no category (i), (ii) or (iv) reportable transactions for the year ended October 31, 1996. -----END PRIVACY-ENHANCED MESSAGE-----