-----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, VsYKEtE6/qAgTxreOCDZrVHXUGPKHY+QGiN4764DQX0nlgsK1amu8NFlpcqph9dg DwoyIU9C/4bazjJ2+Pr/Hw== 0000912057-96-013661.txt : 19960703 0000912057-96-013661.hdr.sgml : 19960703 ACCESSION NUMBER: 0000912057-96-013661 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960702 EFFECTIVENESS DATE: 19960721 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07391 FILM NUMBER: 96590060 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 S-8 1 FORM S-8 Registration No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- FISHER SCIENTIFIC INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 02-0451017 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) LIBERTY LANE HAMPTON, NEW HAMPSHIRE 03842 (Address of Principal Executive offices including Zip Code) FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN CURTIN MATHESON SCIENTIFIC SAVINGS INCENTIVE PLAN (Full title of the Plans) MARK A. UNDERBERG, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY LIBERTY LANE HAMPTON, NEW HAMPSHIRE 03842 (203) 929-2650 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of offering aggregate Amount of securities to Amount to be price per offering registration be registered registered unit price fee - ------------- ------------ ----------- ------------- ------------ Common Stock, 975,000(1) (2) $36,991,500(2) $12,755.69 par value $.01 per share Common Stock, 525,000(3) (2) $19,918,500(2) 6,868.45 par value $.01 per share - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Consists of shares of Common Stock to be made available under the Fisher Scientific International Inc. Savings and Profit Sharing Plan. Such indeterminable number of additional shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock are hereby also registered. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee, based upon an assumed price of $37.94 per share, the average of the high and low sale prices of the Registrant's Common Stock as reported on the New York Stock Exchange on June 26, 1996. (3) Consists of shares of Common Stock to be made available under the Curtin Matheson Scientific Savings Incentive Plan. Such indeterminable number of additional shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock are hereby also registered. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Incorporated by reference in this Registration Statement are the following documents heretofore filed by Fisher Scientific International Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Exchange Act; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) The description of the Company's Common Stock, par value $.01 per share (the "Common Stock"), contained in a registration statement filed under the Exchange Act, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the dates of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers General Article Fifteenth of the Certificate of Incorporation of the Company ("Article Fifteenth") limits the personal liability of directors to the Company of its stockholders for monetary damages for breaches of fiduciary duty as directors. Article Fifteenth also defines the rights of certain individuals, including directors and officers, to indemnification by the Company in the event of personal liability or expenses incurred by them as a result of certain litigation against them. Article Fifteenth is consistent with the Delaware General Corporation Law (the "Delaware Law"), which permits a Delaware corporation (i) to include in its certificate of incorporation a provision limiting a director's liability for monetary damages for breach of the duty of care and (ii) to indemnify certain individuals, including its director, officers and employees. Elimination of Liability in Certain Circumstances Article Fifteenth would protect the Company's directors against personal liability for monetary damages resulting from breaches of their fiduciary duty of care, except as set forth below. Under the Delaware law, absent Article Fifteenth, directors could be held liable for gross negligence in the performance of their duty of care but not for simple negligence. Article Fifteenth absolves directors of liability for negligence in the performance of their duties, including gross negligence. Directors remain liable for breaches of their duty of loyalty to the Company and its stockholders, as well as acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. Article Fifteenth also does not absolve directors of liability under Section 174 of the Delaware Law, which makes directors personally liable for 2 unlawful dividends or unlawful stock repurchases or redemption and expressly sets forth a negligence standard with respect to such liability. Indemnification and Insurance Under the Delaware Law, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys, fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and the Delaware Law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Company. Article Fifteenth provides, among other things, that each person who was or is made a party to, or is threatened to be made a part to, or is involved in, any action, suit or proceeding by reason of the fact that he is the legal representative, or is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity) while serving in such capacity, shall be indemnified and held harmless by the Company to the full extent authorized by the Delaware Law, as in effect (or, to the extent indemnification is broadened, as it may be amended), against all expenses, liability or loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amount to be paid in settlement) reasonably incurred by such person in connection therewith. Article Fifteenth provides, in addition, that rights conferred thereby shall be contract rights and shall include the right to be paid by the Company for expenses in defending the proceedings specified above, in advance of their final disposition. The Company may also, by action of its Board of Directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers. 3 The Company maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies. The risks by such policies include certain liabilities under the securities law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits An Exhibit Index, containing a list of all exhibits filed with this Registration Statement, is included on pages 12-14. 4 Item 9. Undertakings (a) RULE 415 OFFERING. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any Prospectus required by section 10(a)(3) of the Securities Act, unless the information is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent posteffective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, unless the information is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such posteffective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 5 (b) SUBSEQUENT EXCHANGE ACT DOCUMENTS. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 25th day of June, 1996. FISHER SCIENTIFIC INTERNATIONAL INC. By:/s/ Mark A. Underberg ----------------------------------- Mark A. Underberg Vice President, General Counsel and Secretary The registrant and each person whose signature appears below constitutes and appoints Mark A. Underberg and Paul M. Meister, and any agent for service named in this registration statement and each of them, his or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or it and in his or its name, place and stead, in any and all capacities, to sign and file (i) any and all amendments (including post- effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission ("SEC") and (ii) any and all other instruments which any of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Securities Act of 1933, the rules, regulations and requirements of the SEC in respect thereof, and the securities or Blue Sky laws of any State or other governmental subdivision, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following 7 persons in the capacities indicated on the 25th day of June, 1996. Signatures Title - ---------- ----- /s/ Michael D. Dingman Chairman of the Board and - ------------------------------- Director Michael D. Dingman /s/ Paul M. Montrone President and Director - ------------------------------- (Principal Executive Paul M. Montrone Officer) /s/ Paul M. Meister Senior Vice President - - ------------------------------- Chief Financial Officer Paul M. Meister (Principal Financial Officer) /s/ Paul F. Patek Vice President - Controller - ------------------------------- (Principal Accounting Paul F. Patek Officer) /s/ Philip E. Beekman Director - ------------------------------- Philip E. Beekman /s/ Gerald J. Lewis Director - ------------------------------- Gerald J. Lewis /s/ Edward A. Montgomery, Jr. Director - ------------------------------- Edward A. Montgomery, Jr. /s/ Lt. Gen. Thomas P.Stafford Director - ------------------------------- Lt. Gen. Thomas P. Stafford 8 /s/ Robert A. Day Director - ------------------------------- Robert A. Day 9 The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Fisher Scientific International Inc. Savings and Profit Sharing Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on the 25th day of June, 1996. FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN By:/s/ Mark A. Underberg ------------------------- Mark A. Underberg 10 The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Curtin Matheson Scientific Savings Incentive Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on the 25th day of June, 1996. CURTIN MATHESON SCIENTIFIC SAVINGS INCENTIVE PLAN By:/s/ Mark A. Underberg ------------------------- Mark A. Underberg 11 INDEX TO EXHIBITS Description Exhibit No. of Exhibit - ----------- ----------- 4.1 Specimen Certificate of Common Stock, $.01 par value per share, of the Company (incorporated by reference to the relevant exhibit to the Company's Registration Statement on Form S-1 (Registration No. 33-43505)). 4.2 Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 1993). 4.3 Bylaws of the Company (incorporated by refer- ence to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 1993). 4.4 Indenture dated as of March 1, 1993 between the Company and the First National Bank of Boston, as Trustee (incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 1993). 4.5 Senior Debt Securities Indenture dated as of December 18, 1995 between the Company and Mellon Bank, N.A., as Trustee (incorporated by reference to the relevant exhibit to the Company's Registration Statement on Form S-3 12 Description Exhibit No. of Exhibit ----------- ----------- (Registration No. 33- 99884)). 5.1 Copy of Internal Revenue Service ("IRS") determination letter that the Fisher Scientific International Inc. Savings and Profit Sharing Plan (the "Fisher Plan") is qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") (filed herewith). 5.2 The undersigned registrant hereby undertakes to submit the Fisher Plan and any amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to qualify the Fisher Plan under section 401(a) of the Code. 5.3 The undersigned registrant hereby undertakes to submit the Curtin Matheson Scientific Savings Incentive Plan, formerly the Fisons Scientic Equipment Savings Incentive Plan (the "CMS Plan"), and any amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to qualify the CMS Plan under section 401(a) of the Code. 23 Consent of Deloitte & Touche LLP (filed herewith). 24 Powers of Attorney (filed herewith-see pages 8-9 of the Registration Statement). 99.1 Financial Statements for the Fisher Plan for the fiscal years ended December 31, 1994 and December 31, 1995 and the report of Arthur Andersen LLP thereon. 13 Description Exhibit No. of Exhibit ----------- ----------- 99.2 Financial Statements for the CMS Plan for the fiscal years ended December 31, 1994 and December 31, 1995 and the report of Price Waterhouse LLP thereon. 14 EX-5.1 2 EXHIBIT 5.1: IRS LETTER EXHIBIT 5.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR G.P.O. BOX 1680 BROOKLYN, NY 11202 Employer Identification Number: Date: DEC 13 1995 02-0451017 File Folder Number: FISHER SCIENTIFIC INTERNATIONAL 023000583 INC Person to Contact: C/O L JACKSON LLOYD SESSLER C/O DEBEVOSIE & PLIMPTON Contact Telephone Number: 875 THIRD AVENUE (516) 683-5388 NEW YORK, NY 10022 Plan Name: FISHER SCIENTIFIC INTERNATIONAL INC SAVINGS AND PROFIT SHARING PL Plan Number: 048 Dear Applicant: - -- We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the amendment(s) adopted on December 23, 1994. This determination letter is also applicable for the amendment(s) adopted on October 26, 1995. This plan satisfies the minimum coverage requirements on the basis of the average benefit test in section 410(b)(2) of the Code. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees Letter 835 (DO/CG) FISHER SCIENTIFIC INTERNATIONAL in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 401(b) of the Code. This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Herbert J. Huff Herbert J. Huff District Director Enclosures: Publication 794 Letter 835 (DO\CG) EX-23 3 EXHIBIT 23: CONSENT OF AA INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Fisher Scientific International Inc. on Form S-8 of our report dated February 16, 1996, appearing in the Annual Report on Form 10-K of Fisher Scientific International Inc. for the year ended December 31, 1995. /s/ Deloitte & Touche LLP - ------------------------- DELOITTE & TOUCHE LLP New York, New York July 1, 1996 EX-99.1 4 EXHIBIT 99.1: REPORT OF AA FOR FISHER PLAN EXHIBIT 99.1 FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN Financial Statements for the Years Ended December 31, 1995 and 1994 Together With Auditors' Report EIN: 02-0451017 Plan No: 048 FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN TABLE OF CONTENTS Page ---- Report of Independent Public Accountants . . . . . . . . . . . . . . . . . 1 Statements of Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 . . . . . . 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 . . . . . . 3 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 4-12 Supplemental Schedules for the Year Ended December 31, 1995: ITEM 27a - Schedule of Assets Held for Investment Purposes. . . . . . . 13-22 ITEM 27a - Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year . . . . . . . . . . . . . . . . . . . . 23 ITEM 27d - Schedule of Reportable Transactions. . . . . . . . . . . . . 24 All schedules required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than those listed above, are omitted because of the absence of conditions under which they are required. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Fisher Scientific International Inc. Savings and Profit Sharing Plan: We were engaged to audit the financial statements and supplemental schedules of the Fisher Scientific International Inc. Savings and Profit Sharing Plan (the "Plan") as of December 31, 1995, and for the year then ended, as listed in the accompanying table of contents. These financial statements and schedules are the responsibility of the Company's management. The financial statements of the Plan as of December 31, 1994, and for the year then ended, were reported upon by other auditors whose report dated July 7, 1995, included a disclaimer opinion because the plan administrator, as permitted by the Department of Labor Rules and Regulations, instructed them not to audit the information certified by the trustee. As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 6, which was certified by Mellon Bank, N.A., the trustee of the Plan, except for comparing such information with the related information included in the 1995 financial statements and supplemental schedules. We have been informed by the plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the trustee as of and for the year ended December 31, 1995, that the information provided to the plan administrator by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedules taken as a whole. The form and content of the information included in the financial statements and schedules, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. New York, New York April 29, 1996 -1- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN Statements of Net Assets Available for Benefits December 31, 1995 and 1994 1995 1994 --------------- --------------- Assets at Fair Value: Investment in Collective Funds $ 63,368,858 $ 51,533,190 Investment in Registered Investment Companies 1,565,434 1,308,888 Other Investments 20,993,345 15,542,984 Other Assets: Contributions Receivable: Company 633,969 128,196 Participants 242,959 146,130 Income Receivable 435,676 110,413 ------------ ------------ Total Assets 87,240,241 68,769,801 Liabilities (413,118) (63,922) ------------ ------------ Net Assets Available for Benefits $ 86,827,123 $ 68,705,879 ------------ ------------ ------------ ------------ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. -2- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 1995 and 1994
1995 1994 ---------------- ---------------- CONTRIBUTIONS: Company $ 2,921,401 $ 2,041,820 Participants 5,871,732 5,486,174 ----------- ----------- Total contributions 8,793,133 7,527,994 ----------- ----------- INVESTMENT INCOME (LOSS): Dividends and interest 623,048 477,921 Net appreciation (depreciation) in fair value of investments: Common stock/corporate obligations 2,762,141 (1,297,549) Investment in registered investment company 256,546 58,619 Investment in collective funds 9,169,023 (868,154) ----------- ----------- Net investment income (loss) 12,810,758 (1,629,163) ----------- ----------- PAYMENTS TO PARTICIPANTS (5,715,895) (5,430,569) ASSETS TRANSFERRED FROM OTHER PLANS 2,586,655 11,117,437 ADMINISTRATIVE EXPENSES (353,407) (259,398) ----------- ----------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 18,121,244 11,326,301 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 68,705,879 57,379,578 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $86,827,123 $68,705,879 ----------- ----------- ----------- -----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. -3- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN Notes to Financial Statements Years Ended December 31, 1995 and 1994 1. DESCRIPTION OF PLAN The following description of the Fisher Scientific International Inc. Savings and Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. a. GENERAL--The Plan is a defined contribution plan designed to comply with the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is intended to assist employees in a long- range program of savings, to aid in meeting financial emergencies which may arise and to be used as a means of adding to their retirement income. The Plan is sponsored by Fisher Scientific International Inc. ("Fisher" or the "Company"). The Administrative Committee and the plan administrator control and manage the operation and administration of the Plan. Mellon Bank, N.A. ("Mellon" or "trustee") serves as the trustee of the Plan. b. CONTRIBUTIONS--Each year, participants may contribute before-tax or after-tax earnings from 1% to 15% of eligible pay, as defined in the Plan. Participants may make a contribution which qualifies as a rollover from another qualified plan, provided the amount is not less than $500. The Company will match 25% of each participant's basic contribution, up to the specified maximum limit. During 1995 and 1994, the Company also made a supplemental 25% contribution to participants. Company contributions made on behalf of each participant will be limited, if necessary, to comply with limits set by the Internal Revenue Service ("IRS"). c. PARTICIPANT ACCOUNTS--Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and allocations of (a) Company contributions, (b) Plan earnings, and (c) administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' nonvested accounts of $57,608 and $51,462 were used to reduce Company contributions in 1995 and 1994, respectively. d. VESTING--Participants are immediately vested in their contributions plus actual earnings thereon. Participants vest in Company contributions and actual earnings thereon at a rate of 20% for each year of service completed. A participant will become fully vested if termination occurs as a result of death, retirement or disability. e. INVESTMENT OPTIONS-Upon enrollment in the Plan, a participant may direct his or her contributions in 10% increments in funds A, B or C, as defined below. Participants may direct Company contributions in funds A, B, C or D, as defined below. Participants may change or transfer their investment options no more than four times per Plan year. -4- 1. DESCRIPTION OF PLAN (CONTINUED) e. INVESTMENT OPTIONS (CONTINUED) Interest Income Fund ("Fund A")-Funds are invested and reinvested principally in one or more fixed income investments. Equity Indexed Fund ("Fund B")-Funds are invested and reinvested principally in a passively managed, diversified fund of capital, common or other form of equity stock with the objective of simulating the performance of Standard & Poor's Index of 500 stocks. Balanced Fund ("Fund C")-Funds are invested and reinvested principally in capital, common or other form of equity stock, or securities convertible into stock, of corporations, and in one or more fixed income investments. However, no contributions allocated to this fund can be invested in any stock or securities convertible into stock, of Fisher or any of its predecessors, subsidiaries or affiliates. Fisher Stock Fund ("Fund D")-Company contributions only may be invested in Fisher stock. These funds are invested and reinvested principally in the capital stock of Fisher or any successor. f. LOANS TO PARTICIPANTS-Participants may borrow from their accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balance not to exceed the value of their before-tax contributions, as defined. Loan transactions are treated as a transfer between the investment fund and the loan fund. Loan terms range from one to five years. The loans are secured by the balance in the participant's before-tax account and bear interest at a rate commensurate with the return provided by the interest rates charged by commercial lending institutions for loans made under similar circumstances. Interest rates ranged from 6 to 9.75 percent in 1995. Principal and interest is paid ratably through monthly payroll deductions. g. PAYMENT OF BENEFITS-On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or quarterly or annual installments over a period not exceeding ten years. Amounts distributed from the Stock Fund are distributed at the participant's election in Fisher stock or cash. Amounts payable to such participants at December 31, 1995 and 1994, were $679,255 and $912,693, respectively, and in accordance with Department of Labor Rules and Regulations, are not reflected as a liability in the accompanying statements. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. BASIS OF ACCOUNTING-The Plan's financial statements are prepared on the accrual basis of accounting. b. INVESTMENT IN COLLECTIVE FUNDS--Included in the Plan's net assets is its interest in the assets, income, expenses, gains and losses of the American Express Trust Managed Stable Capital Income Fund (the "American Express Fund") and the Mellon Employee Benefit Daily Opening Stock Index Fund (the "EB Fund"), as periodically computed based upon the relationship of the Plan's assets to net assets of these funds. -5- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) b. INVESTMENT IN COLLECTIVE FUNDS (CONTINUED) As of December 31, 1995, the total current value of the net assets in the American Express Fund was $100,401,813. The EB Fund had net assets of $1,056,082,080 as of December 31, 1995. The Plan's share at the end of 1995 in the American Express Fund and the EB Fund was $40,086,737 and $23,282,121, respectively. c. INVESTMENT IN REGISTERED INVESTMENT COMPANIES--Included in the Plan's net assets is its interest in the assets, income, expenses, gains and losses of the Eclipse Financial Asset Trust Equity Fund (the "Eclipse Fund"), as periodically computed based upon the relationship of the Plan's assets to net assets of this fund. The Eclipse Fund had net assets at December 31, 1995 of $174,705,179, of which the Plan's share was $1,565,434. d. OTHER INVESTMENTS-Investment securities are stated at fair value based upon the closing sales prices reported on recognized securities exchanges on the last business day of the year and for investments traded on the over-the-counter market, at the last reported bid prices. Participant loans receivable are valued at cost which approximates market. e. PLAN EXPENSES-The Plan's expenses are incurred directly by the Plan. f. ASSETS TRANSFERRED FROM OTHER PLANS-The Plan reflects net transfers of assets due to changes in employee status, such as transfers, as assets transferred from other plans in the statements of changes in net assets available for benefits. g. PAYMENT OF BENEFITS-Benefits are recorded when paid. h. RECLASSIFICATION-Certain 1994 amounts have been reclassified to conform with 1995 presentation. 3. RELATED-PARTY TRANSACTIONS Certain plan investments are shares of mutual funds managed by Mellon. Mellon is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Total Mellon mutual fund investments held by the Plan as of December 31, 1995 and 1994, were $23,916,805 and $16,021,699, respectively. 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. In such event, the assets of the Plan would be distributed to participants in accordance with plan provisions. -6- 5. TAX STATUS The Plan obtained its latest determination letter dated December 13, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has not been amended since receiving this determination letter and therefore the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6. INFORMATION CERTIFIED BY TRUSTEE No auditing procedures were performed by the independent public accountants as permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA") with respect to investments and investment income/loss which was certified as complete and accurate by the Trustee. 7. PLAN CHANGES Effective April 1, 1994, the Hamilton Scientific Inc. Profit Sharing Plan was merged into the Plan and net assets available for benefits of approximately $6,500,000 were transferred to the Plan. Effective October 1, 1994, certain assets and liabilities from the Williams and Watts, Inc. Savings and Investment Retirement Plan were transferred into the Plan resulting in an increase in net assets available for benefits of approximately $1,400,000. Certain employees are eligible to participate in an additional Retirement Contribution Account. The Company has discretionary power to make annual contributions. The retirement contributions, once approved by the Board of Directors, are participant directed into the Plan's investment options. The Board of Directors voted on December 27, 1994, as defined in the Plan, to contribute an amount of 3% of earnings of certain eligible employees during 1994. -7- 8. RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500: DECEMBER 31, DECEMBER 31, 1995 1994 -------------------------------- Net assets available for benefits per the financial statements $86,827,123 $68,705,879 Amounts allocated to withdrawing participants (679,255) (912,693) ------------ ------------ Net assets available for benefits per Form 5500 $86,147,868 $67,793,186 ------------ ------------ ------------ ------------ The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500: YEAR ENDED DECEMBER 31, 1995 ----------------- Benefits paid to participants per the financial statements $ 5,715,895 Add: Amounts allocated to withdrawing participants at December 31, 1995 679,255 Less: Amounts allocated to withdrawing participants at December 31, 1994 (912,693) ------------ Benefits paid to participants per Form 5500 $ 5,482,457 Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. -8- 9.INVESTMENTS FUNDS DETAIL STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995:
Fund A Fund B Fund C Fund D Loan Fund Total ----------- ----------- ----------- ---------- ---------- ----------- INVESTMENTS AT FAIR VALUE: Collective Funds: American Express Trust Managed Stable Capital Income Fund $40,086,737* $40,086,737 Mellon Employee Benefit Daily Opening Stock Index Fund Registered Investment Companies: $23,282,121* 23,282,121 Eclipse Financial Asset Trust Equity Fund $1,565,434 1,565,434 Other Investments: Other common stock/corporate obligations 14,716,821* $3,750,816 18,467,637 Cash and cash equivalents 384,521 201 256,705 641,427 Loans to participants $1,884,281 1,884,281 ----------- ----------- ----------- ---------- ---------- ----------- Total investments 40,471,258 23,282,322 16,538,960 3,750,816 1,884,281 85,927,637 RECEIVABLES 784,837 136,615 248,043 143,109 1,312,604 LIABILITIES (205,682) (169,325) (38,111) (413,118) ----------- ----------- ----------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $41,050,413 $23,418,937 $16,617,678 $3,855,814 $1,884,281 $86,827,123 ----------- ----------- ----------- ---------- ---------- ----------- ----------- ----------- ----------- ---------- ---------- -----------
* Represents plan investments which exceeded 5% of net assets available for benefits as of audit date. -9- 9.INVESTMENTS FUNDS DETAIL (CONTINUED) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1994:
Fund A Fund B Fund C Fund D Loan Fund Total ----------- ----------- ----------- ---------- ---------- ----------- INVESTMENTS AT FAIR VALUE: Collective Funds: American Express Trust Managed Stable Capital Income Fund $36,831,456* $36,831,456 Mellon Employee Benefit Daily Opening Stock Index Fund Registered Investment Companies: $14,701,734* 14,701,734 Eclipse Financial Asset Trust Equity Fund $1,308,888 1,308,888 Other Investments: Other common stock/corporate obligations 10,129,724* $2,307,022 12,436,746 Cash and cash equivalents 101,108 96 1,142,750 76,761 1,320,715 Loans to participants $1,785,523 1,785,523 ----------- ----------- ----------- ---------- ---------- ----------- Total investments 36,932,564 14,701,830 12,581,362 2,383,783 1,785,523 68,385,062 RECEIVABLES 134,954 62,321 176,065 11,399 384,739 LIABILITIES (63,922) (63,922) ----------- ----------- ----------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $37,067,518 $14,764,151 $12,757,427 $2,331,260 $1,785,523 $68,705,879 ----------- ----------- ----------- ---------- ---------- ----------- ----------- ----------- ----------- ---------- ---------- -----------
* Represents plan investments which exceeded 5% of net assets available for benefits as of audit date. -10- 9.INVESTMENTS FUNDS DETAIL (CONTINUED) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995:
Fund A Fund B Fund C Fund D Loan Fund Total ----------- ----------- ----------- ---------- ---------- ----------- CONTRIBUTIONS: Company $1,460,374 $434,051 $421,320 $605,656 $2,921,401 Participants 2,480,879 1,655,142 1,735,711 5,871,732 ----------- ----------- ----------- ---------- ----------- Total contributions 3,941,253 2,089,193 2,157,031 605,656 8,793,133 ----------- ----------- ----------- ---------- ----------- INVESTMENT INCOME: Dividends and interest 8,578 2,317 601,657 10,496 623,048 Net appreciation in fair value of investments: Common stock/corporate obligations 1,917,182 844,959 2,762,141 Investment in registered investment company 256,546 256,546 Investment in collective funds 3,321,163 5,847,860 9,169,023 ----------- ----------- ----------- ---------- ----------- Net investment income 3,329,741 5,850,177 2,775,385 855,455 12,810,758 ----------- ----------- ----------- ---------- ----------- PAYMENTS TO PARTICIPANTS (3,553,187) (854,996) (1,145,376) (162,336) (5,715,895) ----------- ----------- ----------- ---------- ----------- ASSETS TRANSFERRED FROM OTHER FUNDS OR PLANS 437,147 1,630,656 184,516 235,578 $98,758 2,586,655 ----------- ----------- ----------- ---------- ---------- ----------- ADMINISTRATIVE EXPENSES (172,059) (60,244) (111,305) (9,799) (353,407) ----------- ----------- ----------- ---------- ---------- ----------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,982,895 8,654,786 3,860,251 1,524,554 98,758 18,121,244 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 37,067,518 14,764,151 12,757,427 2,331,260 1,785,523 68,705,879 ----------- ----------- ----------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR 41,050,413 23,418,937 16,617,678 3,855,814 1,884,281 86,827,123 ----------- ----------- ----------- ---------- ---------- ----------- ----------- ----------- ----------- ---------- ---------- -----------
-11- 9.INVESTMENTS FUNDS DETAIL (CONTINUED) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1994:
Fund A Fund B Fund C Fund D Loan Fund Total ----------- ----------- ----------- ---------- ---------- ----------- CONTRIBUTIONS: Company $778,874 $346,547 $377,907 $538,492 $2,041,820 Participants 2,359,721 1,558,028 1,568,425 5,486,174 ----------- ----------- ----------- ---------- ----------- Total contributions 3,138,595 1,904,575 1,946,332 538,492 7,527,994 ----------- ----------- ----------- ---------- ----------- INVESTMENT INCOME (LOSS): Dividends and interest 10,420 2,838 456,466 8,197 477,921 Net appreciation (depreciation) in fair value of investments: Common stock/corporate obligations (404,435) (893,114) (1,297,549) Investment in registered investment company 58,619 58,619 Investment in collective funds 1,442,414 (2,310,568) (868,154) ----------- ----------- ----------- ---------- ----------- Net investment income (loss) 1,452,834 (2,307,730) 110,650 (884,917) (1,629,163) ----------- ----------- ----------- ---------- ----------- PAYMENTS TO PARTICIPANTS (4,455,507) (517,071) (358,969) (99,022) (5,430,569) ----------- ----------- ----------- ---------- ----------- ASSETS TRANSFERRED FROM OTHER FUNDS OR PLANS 2,409,099 4,598,146 3,217,358 716,882 $175,952 11,117,437 ----------- ----------- ----------- ---------- ---------- ----------- ADMINISTRATIVE EXPENSES (141,527) (39,012) (72,250) (6,609) (259,398) ----------- ----------- ----------- ---------- ---------- ----------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 2,403,494 3,638,908 4,843,121 264,826 175,952 11,326,301 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 34,664,024 11,125,243 7,914,306 2,066,434 1,609,571 57,379,578 ----------- ----------- ----------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR 37,067,518 14,764,151 12,757,427 2,331,260 1,785,523 68,705,879 ----------- ----------- ----------- ---------- ---------- ----------- ----------- ----------- ----------- ---------- ---------- -----------
-12- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- MONEY MARKET FUND *Mellon Employee Benefit Temporary Investment Fund 634,684 shares $634,684 $634,684 CORPORATE OBLIGATIONS AT&T Capital Corp. $50,000 par value, maturity date Medium Term Notes 11/1/96, 7.4% 50,486 50,728 Allstate Corp. Notes $100,000 par value, maturity date 6/15/98, 5.875% 100,730 100,219 American Express Credit $100,000 par value, maturity date Corp. Notes 2/01/99, 7.375% 101,491 104,597 American General Finance $200,000 par value, maturity date Corp. SR Notes 4/01/97, 5.8% 200,400 200,598 American Home Products $100,000 par value, maturity date Corp. Shelf 3 2/15/00, 7.7% 101,926 106,999 Ameritech Cap. FDG Corp. $100,000 par value, maturity date GTD Notes FLTG rate 5/12/98, 4.862% 100,000 100,040 AON Corp. Notes $85,000 par value, maturity date 10/01/99, 6.875% 84,305 87,720 Aristar Inc. Senior Notes $100,000 par value, maturity date 2/15/99, 7.875% 99,539 106,004
-13- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- CORPORATE OBLIGATIONS (CONTINUED) Associates Corp. North America Notes $100,000 par value, maturity date 2/01/98, 6.125% 97,215 101,000 Associates Corp. North $100,000 par value, maturity date America Notes 8/01/96, 4.75% 99,892 99,480 Avco Financial Services, Inc. $100,000 par value, maturity date Notes 11/15/96, 7.5% 102,335 101,658 CIT Group Holdings Inc. $100,000 par value, maturity date Notes 4/15/98, 8.75% 102,393 106,603 CNA Financial Corp. Senior $100,000 par value, maturity date Notes 3/1/98, 8.875% 100,360 106,030 Chubb Corporate Notes $86,000 par value, maturity date 11/15/99, 8.75% 86,000 91,716 Chrysler Financial Corp. $200,000 par value, maturity date Notes 8/15/00, 6.625% 197,876 204,708 Coca-Cola Enterprises Inc. $100,000 par value, maturity date Notes 11/15/99, 7% 100,071 104,453 Commercial Credit Group $100,000 par value, maturity date Inc. Notes 1/15/97, 6.75% 100,404 101,134 Consolidated Edison Co. NY $50,000 par value, maturity date Inc. Debentures 4/01/98, 6.25% 52,051 50,536 Dillard Dept. Stores Inc. $100,000 par value, maturity date Shelf 12 Notes 6/15/99, 7.375% 98,335 104,490
-14- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- CORPORATE OBLIGATIONS (CONTINUED) Dow Capital BV Notes $50,000 par value, maturity date 9/15/97, 5.75% 51,224 49,922 Eaton Corp. Notes $100,000 par value, maturity date 4/1/99, 6.375% 100,040 102,176 Ford Motor Credit Co. Senior $100,000 par value, maturity date Notes 9/15/99, 6.375% 99,082 101,694 Ford Motor Credit Co. $100,000 par value, maturity date Notes 1/15/99, 5.625% 100,363 99,501 General Electric Capital Corp. $100,000 par value, maturity date Notes 1/15/98, 8% 100,951 104,643 Heinz HJ Co. Notes $100,000 par value, maturity date 9/15/97, 5.50% 101,969 99,716 Heller Financial Inc. Notes $100,000 par value, maturity date 12/15/98, 8% 99,093 105,698 Hershey Foods Corp. Shelf 3 $200,000 par value, maturity date Notes 10/01/05, 6.7% 204,340 209,074 Hertz Corp. Senior Notes $100,000 par value, maturity date 6/15/01, 7.375% 99,426 105,726 Household Finance Corp. $100,000 par value, maturity date Notes 3/15/97, 7.5% 102,157 102,249 Illinois Tool Works Inc. $200,000 par value, maturity date Notes 3/01/00, 5.875% 197,042 200,780
-15- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- CORPORATE OBLIGATIONS (CONTINUED) Ingersoll Rand Co. Notes $50,000 par value, maturity date 11/01/96, 8.25% 51,731 50,928 International Business $200,000 par value, maturity date Machines Corp. Notes 6/15/00, 6.375% 200,473 204,940 International Lease Finance $100,000 par value, maturity date Corp. Notes 10/01/96, 7.9% 99,590 101,663 International Paper Co. $50,000 par value, maturity date Medium Term Notes 3/18/99, 7.8% 50,000 53,124 McDonalds Corp. Shelf 21 $200,000 par value, maturity date Notes 9/01/05, 6.625% 203,666 205,740 Michigan Consolidated Gas $100,000 par value, maturity date Co. Notes 5/01/97, 6.25% 99,250 100,692 Mobil Corporation Notes $100,000 par value, maturity date 12/17/96, 6.5% 101,813 100,870 Jenney J C Inc. Notes $100,000 par value, maturity date 6/16/99, 6.875% 100,963 103,648 PepsiCo Inc. Notes $100,000 par value, maturity date 11/15/96, 7% 101,475 101,175 PepsiCo Inc. Medium Term $90,000 par value, maturity date Notes Book Entry Tranche 5/15/00, 6.8% #TR 00070 91,161 93,550
-16- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- CORPORATE OBLIGATIONS (CONTINUED) Phillip Morris Co. Inc. Notes $100,000 par value, maturity date 3/15/97, 7.5% 102,250 101,900 Pitney Bowes Credit Corp. $200,000 par value, maturity date Notes 6/1/02, 6.625% 203,460 208,220 Progressive Corp. Ohio Notes $100,000 par value, maturity date 1/15/04, 6.6% 100,801 101,398 Public Service Electric and $100,000 par value, maturity date Gas Co. First and Ref. Mtg. 1/01/98, 6% 99,650 100,606 Raytheon Co. Note $200,000 par value, maturity date 7/15/05, 6.5% 202,404 206,816 Reebok International Limited $50,000 par value, maturity date Debentures 9/15/05, 6.75% 50,281 51,500 Rockwell International Corp. $200,000 par value, maturity date Notes 6/01/05, 6.625% 204,480 207,064 Sara Lee Corp. Medium Term $100,000 par value, maturity date Notes 1/13/97, 4.8% 100,217 99,330 Shell Oil Co. Notes $100,000 par value, maturity date 12/15/98, 6.95% 100,580 103,595 Southern California Edison $100,000 par value, maturity date Co. 1st Mortgage 7/15/97, 6.125% 103,924 100,808
-17- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ---------------------------- ----------------------------- -------- ------------- CORPORATE OBLIGATIONS (CONTINUED) Southwestern Bell Telephone $100,000 par value, maturity date Co. Note 6/01/96, 8.3% 102,123 101,062 Supervalue Inc. Notes $100,000 par value, maturity date 7/15/99, 7.25% 100,029 104,706 Transamerica Financial Corp. $100,000 par value, maturity date Senior Notes 8/15/97, 6.75% 100,000 101,648 Upjohn Co. Medium Term $100,000 par value, maturity date Notes #TR 00021 3/11/98, 5.32% 100,470 99,535 USL Capital Corp. Senior $150,000 par value, maturity date Notes 2/15/00, 8.125% 151,718 161,817 U.S. Life Corp. Notes $100,000 par value, maturity date 1/15/98, 6.75% 99,395 101,878 Union Pacific Corp. Notes $150,000 par value, maturity date 5/15/01, 7.375% 153,012 159,524 WMX Technologies Inc. $100,000 par value, maturity date Notes 11/15/99, 8.25% 102,478 108,556 Walmart Stores Inc. Notes $100,000 par value, maturity date 9/15/97, 5.5% 102,112 99,956 Warner Lambert Co. Notes $100,000 par value, maturity date 9/01/98, 8% 101,257 105,608
-18- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value -------------------------------------------------- --------------------------- ------------ --------------- COMMON STOCKS ALCO Standard Corp. 1,700 shares 78,183 77,563 Allegheny Power System Inc. 4,600 shares 110,393 131,675 American Electric Power Co. 4,200 shares 138,632 170,100 American Stores Co. Del. Com New 4,000 shares 111,571 107,000 Arrow Electronics Inc. NY 2,100 shares 102,486 90,300 Avnet Inc. NY 1,500 shares 68,577 67,125 Bear Stearns Cos Inc. 4,000 shares 81,524 79,500 Bergen Brunswig Corp NJ Class A 2,900 shares 73,355 72,138 CIPSCO Inc. 2,200 shares 64,416 85,800 CMS Energy Corp. 2,600 shares 64,498 77,675 Cardinal Health Inc. Ohio 4,300 shares 198,632 235,425 Central & South West Corp Del 5,500 shares 140,757 153,313 Coastal Corp Del 5,000 shares 157,857 185,000 Columbia Gas System Inc. Del 2,000 shares 77,241 87,750 Conagra Inc. Del 4,000 shares 127,200 165,000 Cummins Engine Co Inc. Individual 7,700 shares 318,183 284,900 Detroit Edison Co 4,700 shares 139,457 162,150 Digital Equipment Corp 3,900 shares 153,262 250,088 Eckard Corp. Florida 1,900 shares 56,839 84,788 F P L Group Inc. 5,000 shares 189,282 231,875 Federal Express Corp Del 2,000 shares 159,021 147,750 Fingerhut Cos. Inc. 7,200 shares 143,558 99,900 Fluor Corp Del 2,000 shares 130,100 132,000 Gateway 2000 Inc. SD 5,000 shares 127,986 122,500 Giant Food Inc. Del Class A 2,500 shares 70,463 78,750
-19- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ------------------------------------------------- ------------------------------ ---------------- ----------------- COMMON STOCKS (CONTINUED) Great Western Financial Corp. Del Cap 3,100 shares 80,120 78,663 Honda Motor Co Ltd Japan New Adr Amern Shares par value 50 yen 2,200 shares 80,986 91,850 IBP Inc. Del 2,300 shares 69,759 116,150 Illinova Corp. Ill 5,900 shares 133,930 177,000 Johnson Controls Inc. Wisc 1,800 shares 112,384 123,750 KLM Royal Dutch Airline NY Reg PV 100 Guilders 2,200 shares 76,300 77,550 Kerr-McGee Corp. Del 1,300 shares 62,478 82,550 Kroger Co. Ohio 7,500 shares 188,361 280,313 National City Corp. Del 2,500 shares 81,265 82,813 Ohio Edison Co Ohio 12,000 shares 245,997 282,000 Pacific Gas & Electric Co Cal 5,400 shares 159,495 153,225 Philips Electronics NV Netherlands NY SHS Guilders .10 1,500 shares 44,505 53,813 Pinnacle West Capital Corp 9,000 shares 192,521 258,750
-20- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - ------------------------------------------------- --------------------------- ---------------- ---------------------------- COMMON STOCKS (CONTINUED) Polaroid Corp Del 2,000 shares 62,120 94,750 Price/Costco Inc. 2,300 shares 33,524 35,075 Public Service Co of Colorado 2,500 shares 80,438 88,438 Rykoff Sexton Inc. Del 1,600 shares 38,910 28,000 Scecorp Calif 5,700 shares 98,744 100,463 SCI Systems Inc. Del 2,400 shares 47,700 74,400 Safeway Inc. Del New 5,100 shares 169,882 262,650 Southtrust Corp Del 3,100 shares 79,825 79,438 Super Valu Inc. Effective 6/30/92 5,200 shares 158,454 163,800 Sysco Corp Del 8,000 shares 228,643 260,000 UAL Corp Illinois 400 shares 73,962 71,400 USX-Marathon Group 3,100 shares 58,280 60,450 U S F & G Corp MD 4,700 shares 81,310 79,313 Unicom Corp 3,900 shares 103,663 127,725 Union Carbide Corp NY 2,100 shares 80,617 78,750 United Technologies Corp 3,500 shares 297,269 332,063 Universal Corp Virginia 3,500 shares 74,809 85,313 Vons Companies Inc. Mich 3,500 shares 67,550 98,875 Walgreen Co Ill 6,100 shares 148,169 182,238
-21- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Interest, Collateral, Lessor or Similar Party Par, or Maturity Value Cost Current Value - -------------------------------------------------- --------------------------- ---------------- ------------------- COMMON STOCKS (CONTINUED) Washington Mutual Inc. 2,900 shares 83,021 83,738 Western Resources Inc. 2,100 shares 66,365 70,088 Winn Dixie Stores Inc. Florida 4,600 shares 123,763 169,625 COLLECTIVE FUNDS American Express Trust Managed Stable Capital Income Fund 37,782,037 40,086,737 *Mellon Employee Benefit Daily Opening Stock Index Fund 153,618 shares 18,334,108 23,282,121 REGISTERED INVESTMENT COMPANIES Eclipse Financial Asset Trust Equity Fund 115,445 shares 1,374,274 1,565,434 EMPLOYER SECURITIES *Fisher Scientific Intl. Inc. PA 112,384 shares 3,318,769 3,750,816 LOANS TO PARTICIPANTS Rate of 6 to 9.75%, maturing 1/31/96 to 12/31/00 1,884,281 1,884,281
* Party-in-interest -22- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27a-Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year December 31, 1995
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Interest, Collateral, Cost of Proceeds of Lessor or Similar Party Par, or Maturity Value Acquisitions Dispositions - --------------------------------------------------- ---------------------------- --------------- --------------- Advanced Micro Devices Inc. rights to purchase 2,500 25 ITT Corp. NT DTD 1/16/92 50,000 49,399 50,734
-23- FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN EIN: 02-0451017 PLAN NO: 048 ITEM 27d-Schedule of Reportable Transactions Year ended December 31, 1995
EXPENSE CURRENT VALUE INCURRED OF ASSET ON IDENTITY OF PURCHASE SELLING WITH COST TRANSACTION NET GAIN PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION OF ASSET DATE OR (LOSS) - ------------------- ------------------------ ---------- --------- ------------- ---------- ------------- ------------- Series of Transactions Mellon Bank, N.A. Mellon Employee Benefit Temporary Investment Fund: Sales $20,273,838 $20,273,838 $20,273,838 Purchases $19,588,557 19,588,557 19,588,557 American Express American Express Trust Managed Stable Capital Income Fund: Sales 3,533,173 3,482,900 3,533,173 50,273 Purchases 3,467,292 3,467,292 3,467,292 Mellon Bank, N.A. Mellon Employee Benefit Daily Opening Stock Index Fund: Sales 1,066,490 944,008 1,066,490 122,482 Purchases 3,832,158 3,832,158 3,832,158
-24- EX-99.2 5 EXHIBIT 99.2: REPORT FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN INDEX Page ---- Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 2 Statement of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995 and 1994 3 Notes to Financial Statements 4 Schedule of Net Assets Available for Plan Benefits by Fund 9 Schedule of Changes in Net Assets Available for Plan Benefits by Fund 11 Supplemental Financial Schedules:* I. Item 27a - Assets Held for Investment Purposes 13 II. Item 27d - Reportable Transactions 15 * All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because the schedules are not applicable. [LETTERHEAD] REPORT OF INDEPENDENT ACCOUNTANTS June 14, 1996 To the Participants and Administrative Committee of the Fisons Scientific Equipment Savings Incentive Plan We were engaged to audit the financial statements of the Fisons Scientific Equipment Savings Incentive Plan as of December 31, 1995 and 1994, respectively, and for the years then ended and the schedules as of and for the year ended December 31, 1995, as listed in the accompanying index. These financial statements are the responsibility of the Plan's management. As permitted by Section 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Administrative Committee instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 5, which was certified by NationsBank of Texas, N.A., the trustee of the Plan, except for comparing such information with the related information included in the financial statements and schedules. We have been informed by the Administrative Committee that the trustee holds the Plan's investment assets and executes investment transactions. The Administrative Committee has obtained a certification from the trustee as of and for the years ended December 31, 1995 and 1994 that the information provided to the Administrative Committee by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedules taken as a whole. The form and content of the information included in the financial statements and schedules, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. As discussed in Note 8, the accompanying statement of net assets available for plan benefits includes a guaranteed income contract (GIC) investment from Executive Life Insurance Company (ELIC) having a carrying value of $770,902 (1.6% of net assets available for plan benefits) at December 31, 1995. As a result of the Conservatorship and pending Rehabilitation of ELIC, the fair value of the GIC and the Plan's ability to realize this investment cannot presently be determined. The financial statements do not include any adjustment which might result from the outcome of this uncertainty. PRICE WATERHOUSE LLP FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, ------------ 1995 1994 ---- ---- Guaranteed income contracts, at contract value $ 13,834,589 $ 15,089,193 Investments at fair value: Bond funds 7,837,870 9,054,023 Mutual funds 19,788,924 18,731,083 Short-term investment funds 3,910,750 4,552,445 Participant loans 1,530,596 1,984,731 Employer and employee contributions receivable 384,848 541,353 Interest and dividends receivable 77,998 22,139 Accounts payable (76,122) (70,961) Accrued Plan asset transfer (see Note 7) (226,674) - ------------ ------------ Net assets available for plan benefits $ 47,062,779 $ 49,904,006 ------------ ------------ ------------ ------------- The accompanying notes are an integral part of this statement. -2- FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the year ended December 31, ------------ 1995 1994 ---- ---- Contributions: Employee $ 4,834,471 $ 5,269,811 Employer 2,075,908 2,260,547 Interest and dividends 3,600,839 3,019,724 Unrealized appreciation (depreciation) in fair value of investments, net 2,784,935 (1,830,587) Realized gain (loss) on disposal of investments 69,476 (297,447) Benefits paid to participants (3,834,098) (3,890,432) Administrative expenses (168,876) (172,778) Forfeitures (83,400) (37,695) Transfer of Plan assets (see Note 7) (12,120,482) - ------------ ------------ Net increase (decrease) in plan assets (2,841,227) 4,321,143 Net assets available for plan benefits: Beginning of year 49,904,006 45,582,863 ------------ ------------ End of year $ 47,062,779 $ 49,904,006 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of this statement. -3- FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The Fisons Scientific Equipment Savings Incentive Plan (the Plan) was established as a savings incentive plan for the benefit of the employees of Curtin Matheson Scientific, Inc. (CMS), VG Instruments plc, Fisons Instruments, Inc. and VGI Holdings, Inc. (the Sponsors). The Plan contains a qualified cash or deferred arrangement as defined by Internal Revenue Code Section 401(k). Effective with the sale of CMS on October 17, 1995, mirror plans were created for the transfer of assets for active participants of Fisons Instruments and J&W Scientific Inc. and CMS became the sole sponsor as of the end of the 1995 plan year. The following description provides only general information. Participants should refer to the summary plan description or the plan document for a more complete explanation of the Plan's provisions. The plan document is controlling at all times. ELIGIBILITY New employees must complete one year of service to become eligible for the Plan. A year of service is a 12-month period in which the employee completes 1,000 or more hours of service. The first 12-month period used in calculating years of service begins on the employment date. If the employee fails to complete 1,000 hours in the first 12 months of employment, the eligibility period automatically changes to the plan year. CONTRIBUTIONS AND INVESTMENT OPTIONS Generally, participants may contribute up to 16% of their compensation to the Plan. Participants may change their contribution percentage no more often than semiannually. The Sponsors match each participant's contribution to a maximum of 1% of earnings on a dollar-for-dollar basis and match the next 5% of each participant's earnings contributed at the rate of 50 cents per dollar contributed. All contributions made by the participants and the Sponsors are paid into a trust fund established for the Plan. Participants may direct that their contributions be invested in one or more of the following options: Option A: Four guaranteed income contracts (one with Executive Life Insurance Company (ELIC) - see Note 8, one with Hartford Life Insurance Company, one with Allmerica Life Insurance Company and one with Metropolitan Life Insurance Company) and three bond funds managed by NationsBank of Texas. -4- Option B: A money market fund invested in short-term money market certificates. Option C: A portfolio of mutual funds, each having investments in a diversified portfolio of equity securities, selected by the Plan's Administrative Committee and the Plan's Investment Consultant. Option D: A portfolio of mutual funds, each having investments in a diversified portfolio of equity securities focusing on companies which have above average earnings growth and whose stock prices show larger than average fluctuations. Such investments are selected by the Plan's Administrative Committee and the Plan's Investment Consultant. Participants may allocate contributions among the options in multiples of 25%. Participants may transfer the value of their investments from one option to another and/or revise the allocation of their future contributions no more often than quarterly. Participants' accounts are credited or charged for investment earnings or losses from the applicable investment option, net of applicable commissions, fees and applicable excise taxes on security transactions. Contributions are initially made to a clearing account to facilitate distribution among the investment options. Disbursements of benefits and Plan expenses are made from the clearing account prior to allocation of the Funds to the investment options. VESTING Participants are fully vested in the value of their accounts which are attributable to their contributions, and participants become vested in the value of their accounts which are attributable to the Sponsors' contributions ratably over five years of service, as defined in the Plan. Participants also become fully vested upon cessation of employment by reason of death or retirement. Participants who terminate prior to vesting in employer contributions forfeit the right to receive the nonvested portion of their account attributable to such contributions. Forfeitures amounted to $83,400 and $37,695 in 1995 and 1994, respectively, and are used to reduce employer contributions. LOANS TO PARTICIPANTS Loans to participants are limited to 50% of an eligible participant's vested balance not to exceed $50,000. The minimum loan amount is $1,000. Participants make principal and interest payments through payroll deductions, which are credited directly to the participant's account. Participant loans bear interest rates that provide the Plan with a return commensurate with the interest rates charged by persons in the business of lending money for loans which could be made under similar circumstances. Generally the outstanding balance of a participant loan is repaid from that participant's account balance upon termination of employment. -5- WITHDRAWALS While employed by the Sponsors, a participant generally may not withdraw any portion of the value of his account. Under certain "hardship" provisions, in- service withdrawals are allowed on a limited basis. Such hardship conditions include payments for medical expenses not covered by insurance, purchase of a primary residence, foreclosure or eviction expenses and expenses for the higher education of the participant or his dependents. DISTRIBUTION OF BENEFITS Upon termination of employment, retirement or the death of a participant, the vested portion of the value of the participant's account may be distributed to the participant or the participant's beneficiary within 60 days of the end of the plan year. Prior to the participant's attainment of age 65, his consent must be obtained for any distribution exceeding $3,500. TERMINATION OF THE PLAN Although they have not expressed the intent to do so, the Sponsors may terminate the Plan at any time. In the event of termination of the Plan, each participant's interest in the value of his entire account becomes fully vested. Upon its termination, the assets of the Plan will be distributed in accordance with the Plan and applicable law. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Plan's financial statements are prepared on the accrual basis of accounting. VALUATION OF INVESTMENTS Short-term investments are valued at cost which approximates fair value. Participant loans are carried at their outstanding principal balance which approximates fair value. Mutual funds and bond funds are valued at the most recent quoted market price as of the statement date. Guaranteed income contracts (other than the guaranteed income contract from ELIC - see Note 8) are stated at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less contract withdrawals and administrative expenses charged by the insurance companies. INCOME AND EXPENSE Dividend income is recorded as of the date of record. Interest income is recorded when earned. Gains and losses on securities transactions are recorded on a current value basis. For purposes of reporting under ERISA, gains and losses on investments sold are calculated as sales proceeds, less current value -6- of such investments at the beginning of the Plan year or acquisition costs if acquired during the Plan year. Unrealized gains and losses are calculated as current value of investments at the end of the Plan year, less current value at the beginning of the Plan year or acquisition cost if acquired during the Plan year. Substantially all administrative expenses are borne by the Plan. CMS received no reimbursement from the Plan for payroll-related costs during 1995 or 1994. NOTE 3 - BENEFIT OBLIGATIONS: Accumulated benefits for persons who have withdrawn from participation or have elected a withdrawal and reported as liabilities on Form 5500 pursuant to ERISA guidelines are as follows: December 31, ------------ 1995 1994 ---- ---- Option A $ 761,348 $ 196,455 Option B 111,617 3,820 Option C 682,100 186,276 Option D 12,867 8,103 ----------- ---------- $ 1,567,932 $ 394,654 ----------- ---------- ----------- ---------- NOTE 4 - FEDERAL INCOME TAX STATUS: The Plan and amendments thereto through November 28, 1988 received favorable determination letters from the Internal Revenue Service. Management believes the Plan continues to be designed and operated in accordance with the applicable requirements of the Internal Revenue Code (IRC) and therefore the related trust is exempt under IRC Section 501(a). The Administrative Committee has requested a determination letter from the Internal Revenue Service regarding the Plan's continued qualified status, and the Committee believes a favorable determination will be granted. NOTE 5 - PLAN AMENDMENT: During 1995, the Plan adopted an amendment to comply with legislation and various related regulations and rulings issued by government agencies subsequent to the provisions of the Tax Reform Act of 1986. NOTE 6 - INFORMATION CERTIFIED BY TRUSTEE: As a result of the Administrative Committee's election of the method of compliance permitted by Section 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA, information regarding the Plan's investments and related gains and losses, interest and dividends and administrative expenses was certified by the trustee and used in the preparation of the -7- December 31, 1995 and 1994 financial statements and schedules. Differences between the certified amounts and the amounts reported in the financial statements and schedules are due to the trustee's use of the cash basis of accounting in reporting investments, interest and dividend income and administrative expenses. NOTE 7 - TRANSFER OF PLAN ASSETS: During 1995, certain business events occurred, including the sale of CMS effective October 17, 1995. In connection with these transactions, the active participant account balances for Fisons Instruments and J&W Scientific, Inc. were transferred to newly established mirror trusts. Plan net assets of $12,120,482 were transferred out of the Plan as a result of these transactions, with $226,674 of that amount being transferred in 1996. NOTE 8 - UNCERTAINTY: The statement of net assets available for plan benefits includes a guaranteed income contract (GIC) investment from ELIC having a carrying value of $770,902 (1.6% of net assets available for plan benefits) at December 31, 1995. On April 11, 1991, ELIC was placed into conservatorship (Conservatorship) by the commissioner (Commissioner) of the California Department of Insurance through a California court order. In connection with the Conservatorship, the Commissioner suspended all GIC withdrawals pending rehabilitation (Rehabilitation) of ELIC. As a result of the Conservatorship and pending Rehabilitation, the Administrative Committee placed the ELIC-GIC on nonaccrual status effective January 1, 1991. For purposes of these financial statements, the Plan discontinued recognition of interest income on this contract effective January 1, 1990. During December 1993, the Executive Life Rehabilitation Plan (the Rehabilitation Plan) was approved by the California Rehabilitation Court. Under the Rehabilitation Plan, the Plan elected to convert the ELIC-GIC into a GIC issued by Aurora National Life Assurance Company. The Aurora GIC has a principal value of $699,112 and matures in 1998. Interest accrues on the Aurora GIC at 5.61%. The Rehabilitation Plan contains a number of conditions which may reduce the amount of any payments under the Aurora GIC. Accordingly, the ultimate fair value of this investment and the Plan's ability to realize this investment of $770,902 cannot presently be determined. The financial statements do not include any adjustment which might result, if any, from the outcome of this uncertainty. Effective June 5, 1991, the participants with investment balances in Option A were allocated their share of the investment in the ELIC-GIC. These amounts are unavailable for distribution to the participants or transfer to other investment options pending the outcome of this uncertainty. Any loss realized by the Plan from the ELIC-GIC will be borne directly by these participants. -8- SCHEDULE I (Page 1 of 2) FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN SCHEDULE OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 31, 1995
Clearing Option A Option B Option C Option D account Total -------- -------- -------- -------- ------- ----- Guaranteed income contracts, at contract value $ 13,834,589 $ - $ - $ - $ - $ 13,834,589 Investments at fair value: Bond funds 7,837,870 - - - - 7,837,870 Mutual funds - - 16,394,650 3,394,274 - 19,788,924 Short-term investment funds 226,777 1,553,608 1,237,814 911,791 (19,240) 3,910,750 Participant loans 1,179,868 138,155 292,253 (79,680) - 1,530,596 Employer and employee contributions receivable 148,960 14,231 160,609 61,048 - 384,848 Interest and dividends receivable 49,058 9,104 12,295 6,120 1,421 77,998 Accounts payable (30,779) (1,128) (33,630) (10,585) - (76,122) Accrued Plan asset transfer (79,953) (4,050) (94,230) (48,441) - (226,674) Due (to) from other Options 18,161 133,796 (117,682) (52,094) 17,819 - ------------ ----------- ------------ ----------- --------- ------------ Net assets available for Plan benefits $ 23,184,551 $ 1,843,716 $ 17,852,079 $ 4,182,433 $ 0 $ 47,062,779 ------------ ----------- ------------ ----------- --------- ------------ ------------ ----------- ------------ ----------- --------- ------------
This schedule was prepared from information certified by the trustee. -9- SCHEDULE I (Page 2 of 2) FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN SCHEDULE OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 31, 1994
Clearing Option A Option B Option C Option D account Total -------- -------- -------- -------- ------- ----- Guaranteed income contracts, at contract value $ 15,089,193 $ - $ - $ - $ - $ 15,089,193 Investments at fair value: Bond funds 9,054,023 - - - - 9,054,023 Mutual funds - - 15,569,515 3,161,568 - 18,731,083 Short-term investment funds 472,524 1,670,912 1,471,104 768,971 168,934 4,552,445 Participant loans 1,304,477 175,635 513,863 (9,244) - 1,984,731 Employer and employee contributions receivable 223,436 22,464 218,817 76,636 - 541,353 Interest and dividends receivable 2,319 7,614 6,216 3,198 2,792 22,139 Accounts payable (39,102) (3,469) (23,759) (4,631) - (70,961) Due (to) from other Options (182,905) 79,924 149,226 125,481 (171,726) - ------------ ----------- ----------- ---------- -------- ------------ Net assets available for Plan benefits $ 25,923,965 $ 1,953,080 $17,904,982 $4,121,979 $ - $ 49,904,006 ------------ ----------- ----------- ---------- -------- ------------ ------------ ----------- ----------- ---------- -------- ------------
This schedule was prepared from information certified by the trustee. -10- SCHEDULE II (Page 1 of 2) FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1995
Option A Option B Option C Option D Total -------- -------- -------- -------- ----- Contributions: Employee $ 1,843,176 $ 219,018 $ 1,976,513 $ 795,764 $ 4,834,471 Employer 830,965 99,223 814,123 331,597 2,075,908 Interest and dividends 1,986,919 129,487 1,224,962 259,471 3,600,839 Unrealized appreciation in fair value of investments 361,563 - 2,085,951 337,421 2,784,935 Realized gain on disposal of investments 69,476 - - - 69,476 Benefits paid to participants (1,842,439) (149,682) (1,456,663) (385,314) (3,834,098) Administrative expenses (75,994) (3,378) (70,928) (18,576) (168,876) Transfer of Plan assets (5,351,339) (809,649) (4,602,130) (1,357,364) (12,120,482) Forfeitures (30,731) (6,126) (32,688) (13,855) (83,400) Transfers to (from) Options, net (531,010) 411,743 7,957 111,310 - ------------- ----------- ------------- ----------- ------------- Net increase (decrease) in plan assets (2,739,414) (109,364) (52,903) 60,454 (2,841,227) Net assets available for plan benefits: Beginning of year 25,923,965 1,953,080 17,904,982 4,121,979 49,904,006 ------------- ----------- ------------- ----------- ------------- End of year $ 23,184,551 $ 1,843,716 $ 17,852,079 $ 4,182,433 $ 47,062,779 ------------- ----------- ------------- ----------- ------------- ------------- ----------- ------------- ----------- -------------
This schedule was prepared from information certified by the trustee. -11- SCHEDULE II (Page 2 of 2) FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1994
Option A Option B Option C Option D Total -------- -------- -------- -------- ----- Contributions: Employee $ 2,185,277 $ 193,984 $ 2,156,307 $ 734,243 $ 5,269,811 Employer 960,550 92,739 893,666 313,592 2,260,547 Interest and dividends 1,774,801 77,663 969,148 198,112 3,019,724 Unrealized depreciation in fair value of investments (604,184) - (947,608) (278,795) (1,830,587) Realized loss on disposal of investments (42,255) - (255,192) - (297,447) Benefits paid to participants (2,568,767) (129,287) (1,057,483) (134,895) (3,890,432) Administrative expenses (98,483) (8,639) (55,289) (10,367) (172,778) Forfeitures (16,518) (2,951) (14,404) (3,822) (37,695) Transfers to (from) Options, net (1,362,741) (449,129) 1,104,455 707,415 - ------------- ----------- ------------- ----------- ------------- Net increase (decrease) in plan assets 227,680 (225,620) 2,793,600 1,525,483 4,321,143 Net assets available for plan benefits: Beginning of year 25,696,285 2,178,700 15,111,382 2,596,496 45,582,863 ------------- ----------- ------------- ----------- ------------- End of year $ 25,923,965 $ 1,953,080 $ 17,904,982 $ 4,121,979 $ 49,904,006 ------------- ----------- ------------- ----------- ------------- ------------- ----------- ------------- ----------- -------------
This schedule was prepared from information certified by the trustee. -12- SCHEDULE III (Page 1 of 2) FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
(b) Identity of issue, (c) Description of investment including borrower, lessor maturity date, rate of interest (e) Current (a) or similar party collateral, par or maturity value (d) Cost value - --- ---------------- --------------------------------- -------- ----- Rate of Maturity interest date Face value -------- -------- ---------- GUARANTEED INCOME CONTRACTS: 1. Hartford Life Insurance Company, Contract GA-8918 9.07% 6/30/96 $ 6,085,160 $ 6,085,160 $ 6,085,160 1. Allmerica Life Insurance Company, Contract GA-91818A 8.75% 6/30/98 3,802,209 3,802,209 3,802,209 1. Metropolitan Life Insurance Company, Contract #20021 7.1% 5/31/96 3,176,318 3,176,318 3,176,318 Executive Life Insurance Company, Contract CG01326A3A (see Note 8) 9.07% 6/30/95 770,902 770,902 770,902 ------------ ------------ ------------ $ 13,834,589 $ 13,834,589 $ 13,834,589 ------------ ------------ -------------- ------------ ------------ -------------- Units ----- BOND FUNDS: * Nations Strategic Fixed Income Bond Fund 149,584 $ 1,565,419 $ 1,543,705 * 1. Nations Short-Term Income Bond Fund 461,899 4,590,412 4,563,561 * Nations Short-Intermed Government Fund 416,011 1,677,553 1,730,604 ------------ -------------- 7,833,384 7,837,870 ------------ -------------- MUTUAL FUNDS: Acorn Fund 118,072 1,028,209 1,605,779 Analytic Optioned Equity Fund 97,365 1,204,136 1,300,476 Babson Value Fund 34,234 848,492 1,084,527 DFA Small Company Equity 183,916 1,535,466 2,063,722 Fidelity Equity Income Fund 53,480 696,410 742,303 Fidelity Freedom Fund 85,119 1,334,497 1,548,320 Mutual Qualified Income Fund 47,224 1,021,845 1,433,734 Putnam Growth and Income Fund 25,063 290,894 405,770 Scudder International Fund 21,613 831,319 979,070 T. Rowe Price Growth & Income Fund 73,373 1,084,882 1,452,783
This schedule was prepared from information certified by the trustee. -13- SCHEDULE III ------------ (Page 2 of 2)
(b) Identity of issue, (c) Description of investment including borrower, lessor maturity date, rate of interest (a) or similar party collateral, par or maturity value - --- ---------------- --------------------------------- (e) Current Units (d) Cost value ----- ------------ ------------ T. Rowe Price International 84,724 $ 877,207 $ 1,064,982 T. Rowe Price New Era Fund 41,559 893,560 1,019,005 Vanguard Gold & Precious Metal Portfolio 55,280 555,470 671,097 Vanguard Index Trust 17,762 604,235 1,023,082 David L. Babson 25,451 305,103 373,116 Founders 39,096 284,095 275,625 Lexington Worldwide 28,265 307,204 304,969 Mathers Fund 19,343 299,025 279,867 Neuberger & Berman 36,315 276,732 340,634 Pennsylvania Mutual 44,936 350,771 346,455 Rowe T. Price International 21,281 309,923 308,156 Rowe T. Price Small-Cap 21,658 273,397 358,013 Strong Opportunity 10,840 290,693 377,328 Twentieth Century Investments 29,460 287,588 430,111 ------------ ------------ 15,791,153 19,788,924 ------------ ------------ SHORT-TERM INVESTMENT FUNDS: * 1. NCNB Texas (75-6245497) 3,910,749 3,910,749 3,910,750 ------------ ------------ * Participant loans 7.5% to 12.0% - 1,530,596 ------------ ------------ $ 41,369,875 $ 46,902,729 ------------ ------------ ------------ ------------
1. Investment represents 5% or more of the net assets available for plan benefits at December 31, 1995. * Party-in-interest to the Plan. This schedule was prepared from information certified by the trustee. -14- SCHEDULE IV FISONS SCIENTIFIC EQUIPMENT SAVINGS INCENTIVE PLAN ITEM 27d - REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(b) Description of asset (h) Current (include interest (f) Expenses value of (a) Identity rate and incurred (g) Cost asset (i) Net of party maturity in case (c) Purchase (d) Selling (e) Lease with of on trans- gain involved of a loan) price price rental transaction asset action date or (loss) - -------- ---------------- ----- ----- ------ ----------- ----- ----------- --------- NationsBank NationsBank Short-Term $11,744,377 $11,744,377 $11,744,377 Investment Fund $12,198,632 12,198,632 12,198,632
This schedule was prepared from information certified by the trustee. -15- -----END PRIVACY-ENHANCED MESSAGE-----