Exhibit 29
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X Annual report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1995
OR
Transition report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from to
Commission file number 1-4663
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
CROMPTON & KNOWLES CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
Crompton & Knowles Corporation
One Station Place - Metro Center
Stamford, Connecticut 06902
Exhibit 29
CROMPTON & KNOWLES CORPORATION
Employee Stock Ownership Plan
EXHIBIT INDEX
Form 11-K for the Fiscal Year Ended December 31, 1995
Exhibit Description
No. of Exhibit
1. Consent of KPMG Peat Marwick LLP independent certified
public accountants.
CROMPTON & KNOWLES CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1995 AND 1994
PLAN ASSETS AND EQUITY
1995
Fixed C&K Equity Advisers Mortgage
Income Fund Stock Fund Fund Fund Fund Total
Investments:
Common stock of Crompton
& Knowles Corporation -
2,110,683 shares at market
value (cost $ 15,647,527)
in 1995 and 1,978,585
shares at market value
(cost $ 12,378,799) in 1994
$ - $ 27,966,550 $ - $ - $ - $ 27,966,550
Hartford Life Insurance
Company group annuity
contract
17,882,428 - 3,196,868 647,252 309,648 22,036,196
Cash and short-term
investments at cost,
which approximates market
- 26,164 - - - 26,164
Contribution receivable
from Crompton & Knowles
Corporation
67,233 297,111 34,216 15,525 7,501 421,586
Plan Assets and Equity
$ 17,949,661 $ 28,289,825 $ 3,231,084 $ 662,777 $ 317,149 $ 50,450,496
1994
Fixed C&K Equity Advisers Mortgage
Income Fund Stock Fund Fund Fund Fund Total
Investments:
Common stock of Crompton
& Knowles Corporation -
2,110,683 shares at market
value (cost $ 15,647,527)
in 1995 and 1,978,585
shares at market value
(cost $ 12,378,799) in 1994
$ - $ 32,152,006 $ - $ - $ - $ 32,152,006
Hartford Life Insurance
Company group annuity
contract
15,009,184 - 2,387,815 648,256 237,916 18,283,171
Cash and short-term
investments at cost,
which approximates market
- 35,644 - - - 35,644
Contribution receivable
from Crompton & Knowles
Corporation
55,080 288,372 23,920 9,869 1,619 378,860
Plan Assets and Equity
$ 15,064,264 $ 32,476,022 $ 2,411,735 $ 658,125 $ 239,535 $ 50,849,681
See accompanying notes to financial statements
CROMPTON & KNOWLES CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995
Fixed C&K Equity Advisers Mortgage
Income Fund Stock Fund Fund Fund Fund Total
Investment income:
Cash dividends on
investment in common
stock of Crompton &
Knowles Corporation and
interest on short-term
investments
$ 2,885 $ 1,072,287 $ 2,371 $ 1,257 $ 190 $ 1,078,990
Realized gain on sale
of investments and
withdrawals
- 1,297,120 - - - 1,297,120
Interest earned - Hartford
Life Insurance Company
group annuity
contract
1,051,264 - - - - 1,051,264
Net investment
income
1,054,149 2,369,407 2,371 1,257 190 3,427,374
Increase (decrease) in unrealized
appreciation of
investments
- (7,454,185) 824,777 120,815 37,820 (6,470,773)
Contributions:
Employee
Rollovers
67,972 1,846 104,571 17,065 - 191,454
Employees
881,159 1,741,948 373,786 158,134 73,737 3,228,764
Employer - Net of
forfeitures
- 2,043,854 - - - 2,043,854
Withdrawals and
Distributions
(936,731) (1,662,650) (159,231) (48,740) (12,506) (2,819,858)
Employee interfund
transfers
1,818,848 (1,226,417) (326,925) (243,879) (21,627) -
Net increase/(decrease) in
Plan Equity
for the year
2,885,397 (4,186,197) 819,349 4,652 77,614 (399,185)
Plan Equity at beginning
of year
15,064,264 32,476,022 2,411,735 658,125 239,535 50,849,681
Plan Equity at
end of year
$ 17,949,661 $ 28,289,825 $ 3,231,084 $ 662,777 $ 317,149 $ 50,450,496
1994
Fixed C&K Equity Advisers Mortgage
Income Fund Stock Fund Fund Fund Fund Total
Investment income:
Cash dividends on
investment in common
stock of Crompton &
Knowles Corporation and
interest on short-term
investments
$ 4,357 $ 879,230 $ 4,847 $ 1,583 $ 652 $ 890,669
Realized gain on sale
of investments and
withdrawals
- 1,242,744 - - - 1,242,744
Interest earned - Hartford
Life Insurance Company
group annuity
contract
949,787 - - - - 949,787
Net investment
income
954,144 2,121,974 4,847 1,583 652 3,083,200
Increase (decrease) in unrealized
appreciation of
investments
- (12,033,946) 25,662 (14,931) (4,103) (12,027,318)
Contributions:
Employee
Rollovers
1,039 - 221 - - 1,260
Employees
701,355 1,548,111 268,877 94,419 53,431 2,666,193
Employer - Net of
forfeitures
- 1,676,755 - - - 1,676,755
Withdrawals and
Distributions
(972,580) (2,231,903) (122,309) (28,957) (15,192) (3,370,941)
Employee interfund
transfers
750,591 (1,286,569) 416,791 123,419 (4,232) -
Net increase/(decrease) in
Plan Equity
for the year
1,434,549 (10,205,578) 594,089 175,533 30,556 (7,970,851)
Plan Equity at beginning
of year
13,629,715 42,681,600 1,817,646 482,592 208,979 58,820,532
Plan Equity at
end of year
$ 15,064,264 $ 32,476,022 $ 2,411,735 $ 658,125 $ 239,535 $ 50,849,681
1993
Fixed C&K Equity Advisers Mortgage
Income Fund Stock Fund Fund Fund Fund Total
Investment income:
Cash dividends on
investment in common
stock of Crompton &
Knowles Corporation and
interest on short-term
investments
$ 1,755 $ 755,945 $ 1,371 $ 352 $ 288 $ 759,711
Realized gain on sale
of investments and
withdrawals
- 4,614,837 - - - 4,614,837
Interest earned - Hartford
Life Insurance Company
group annuity
contract
865,918 - - - - 865,918
Net investment
income
867,673 5,370,782 1,371 352 288 6,240,466
Increase (decrease) in unrealized
appreciation of
investments
- (5,181,885) 206,916 42,937 8,885 (4,923,147)
Contributions:
Employee
Rollovers
13,566 - - - - 13,566
Employees
860,790 1,435,118 207,199 67,839 56,070 2,627,016
Employer - Net of
forfeitures
- 1,617,481 - - - 1,617,481
Withdrawals and
Distributions
(1,684,871) (5,012,089) (67,674) (42,839) (3,371) (6,810,844)
Employee interfund
transfers
1,448,397 (1,605,768) 112,091 48,780 (3,500) -
Net increase/(decrease) in
Plan Equity
for the year
1,505,555 (3,376,361) 459,903 117,069 58,372 (1,235,462)
Plan Equity at beginning
of year
12,124,160 46,057,961 1,357,743 365,523 150,607 60,055,994
Plan Equity at
end of year
$ 13,629,715 $ 42,681,600 $ 1,817,646 $ 482,592 $ 208,979 $ 58,820,532
See accompanying notes to financial statements
CROMPTON & KNOWLES CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 and 1994
1. Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis. Securities transactions are recorded on the trade
date, and dividend income is recorded on the ex-dividend date.
2. Plan Description
The Employee Stock Purchase and Savings Plan was adopted by the
Board of Directors of Crompton & Knowles Corporation (the
"Corporation") on January 27, 1976. Effective July 1, 1989 the
Board of Directors amended the Plan to convert it into an
Employee Stock Ownership Plan (the "Plan"). The Plan permits an
eligible employee to elect to participate by authorizing a
withholding of an amount equal to 1%, 2%, 3%, 4%, 5% or 6% of
compensation as the basic contribution to the Plan.
Contributions by the Corporation to the Plan were made at an
amount equal to 66 2/3% of each participating employee's basic
employee contribution to the Plan.
Funds contributed under the Plan are held in a trust fund (the
"Trust") and were invested in five investment funds, the Crompton
& Knowles Stock Fund ("C&K Stock Fund"), the Fixed Income Fund,
the Equity Fund, the Advisers Fund, and the Mortgage Fund.
The C&K Stock Fund is a fund invested entirely in common stock of
Crompton & Knowles Corporation, and contributions by the
Corporation to the Plan are invested in this fund. The market
value of the common stock is based on quotations from the New
York Stock Exchange.
The Fixed Income Fund is a fund invested under an agreement with
Hartford Life Insurance Company (the "Hartford") pursuant to
which the Hartford guarantees the repayment of principal and the
payment of interest on all amounts on deposit at an effective
annual rate of interest of 6.5% on, and after January 1, 1995,
(6.885% for the period January 1, 1994 through December 31, 1994,
and 7.25% for the period January 1, 1993 through December 31,
1993).
The value of the Fixed Income Fund is based on contributions
invested and reinvested, interest earned, less withdrawals and
distributions.
The Equity Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account A,
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford.
This fund invests primarily in equity securities such as common
stocks and securities convertible into common stock. The Equity
Fund is valued based on a unit value as determined by the fund
manager as follows:
12/31/95 12/31/94
Unit Value $126.392 $91.101
Total Units Held 25,293.156 26,210.454
The related cost of the Equity Fund at December 31, 1995 was
$2,245,895, and $2,060,686 at December 31, 1994.
The Advisers Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account V
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford.
Assets in the Separate Account V are invested in the HVA Advisers
Fund, Inc. The Hartford Investment Management Company is an
investment advisor to the fund, and Wellington Management is sub-advisor to
the fund. This fund invests in common stocks, debt
securities, and money market instruments. The Advisers Fund is
valued based on a unit of value as determined by the fund manager
as follows:
12/31/95 12/31/94
Unit Value $1.708 $1.338
Total Units Held 378,784.417 484,397.471
The related cost of the Advisers Fund at December 31, 1995 was
$531,228, and $603,983 at December 31, 1994.
The Mortgage Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account G
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford. The
assets in the Separate Account G are invested solely in the
Hartford GNMA/Mortgage Securities Fund. Inc. The Hartford
Investment Management Company is an investment advisor to the
fund. This fund invests in mortgage related securities,
including securities issued by the Government National Mortgage
Association. The Mortgage Fund is valued based on a unit value
as determined by the fund manager as follows:
12/31/95 12/31/94
Unit Value $30.764 $26.623
Total Units Held 10,065.191 8,936.394
The related cost of the Mortgage Fund at December 31, 1995 was
$269,734, and $233,084 at December 31, 1994.
Assets in any of the five funds may be invested in short term
government or other securities pending permanent investment.
Earnings on each fund will be reinvested in that fund.
Each participant is permitted to elect to have his basic
contribution invested in any of the five funds in 10% increments.
As of December 31, 1995 and 1994 the number of participants by
fund were as follows:
1995 1994
Stock Fund 1,541 1,293
Fixed Income Fund 994 867
Equity Fund 503 360
Advisers Fund 225 128
Mortgage Fund 142 104
As of the first day of any month, but not more frequently than
once in any six-month period, a participant may elect to transfer
any part of the value of his basic employee account or his
supplemental employee account, which is invested in one of the
funds, to any of the other funds except the Fixed Income Fund and
the Mortgage Fund. Any such transfer must be in increments of 5%
of the amount invested in the fund from which the transfer is
being made.
3. Income Taxes
The Internal Revenue Service has issued a determination letter to
the effect that the Plan as amended through 1994 is a qualified
plan under Section 401(a) of the Internal Revenue Code of 1954
(the Code), as amended.
The Board of Directors of the Corporation amended the Plan,
effective as of July 1, 1989, to convert it to an employee stock
ownership plan. The amendments to the Plan included both changes
to convert the Plan to an employee stock ownership plan and other
changes required or permitted by the Code. Management and
counsel believe that these amendments will not effect the
qualified status of the Plan.
It is believed that, in general, the federal income tax
consequences of participation in the Plan under present law will
be as follows:
Participants are not subject to federal income tax on employer
contributions made under the Plan or on income earned by the
Trust until amounts are withdrawn or distributed. Any withdrawal
from the Plan will be tax free to the extent of the participant's
contributions to the Plan prior to 1987. If the amount exceeds
such pre-1987 contributions of the participant, the excess will
be treated as being in part a tax free return of the
participant's contribution made to the Plan after 1986 and in
part as a taxable distribution subject to federal income tax at
ordinary rates based on the ratio at the time of withdrawal of
the participant's total contributions after 1986 to the total
value of the participant's accounts. If the withdrawal or
distribution qualifies as a lump sum distribution, amounts
attributable to participation in a predecessor plan prior to 1974
may qualify for capital gains treatment (phased out over the
years 1987-1991), and the ordinary income portion attributable to
post-1973 participation may be taxed under a special five-year
income averaging provision if the participant is over age 59 1/2
(or a special ten-year income averaging provision if the
participant turned 50 before January 1, 1986). If a distribution
includes shares of common stock of Crompton & Knowles
Corporation, taxation of any appreciation in the value of such
shares over their cost to the Trust will be deferred until the
later sale or exchange of such shares. Taxable withdrawals or
distributions after January 1, 1987, in addition to being taxed
as ordinary income will be subject to an additional 10% income
tax unless the withdrawal or distribution is on account of the
death or disability of the participant, is made after he turns
age 59 1/2 or retires after age 55, or is used for certain
deductible medical expenses. A participant who receives total
distributions from all retirement plans in a single year in
excess of $150,000 ($144,551 in some cases) may be subject to an
excise tax of 15% of the excess amount.
The foregoing is only a brief summary of the tax consequences of
participation in the Plan. Each participant should consult his
own personal advisor to review the tax consequences of making any
elections under the Plan and to determine his own tax liability.
4. Participant Vesting
A participant in the Plan is fully vested in all of his accounts
under the Plan upon his death, retirement, disability, or
attainment of age 65 or upon change in control of the
Corporation. A participant whose employment terminates for any
reason before his death or retirement is entitled to receive l00%
of his own contributions plus earnings thereon and will receive
his employer contribution account plus earnings thereon based
upon a schedule under which the account is 100% vested after five
years of participation in the Plan, or after completion of five
years of service with the Corporation. The non-vested portion of
the employer contribution account will be forfeited under certain
circumstances and held to reduce future contributions to be made
by the Corporation to the Plan.
5. Investments
A. Unrealized appreciation in Crompton & Knowles Corporation
common stock:
12/31/95 12/31/94 12/31/93
Unrealized
apprec. at the
beginning of
the year $19,773,208 $31,807,154 $36,989,039
Unrealized
apprec. at the
end of the year 12,319,023 19,773,208 31,807,154
Increase/(decrease)
in unrealized
appreciation $(7,454,185) $(12,033,946) $(5,181,885)
B. Net purchases (sales) of shares of Crompton & Knowles
Corporation common stock consist of the following:
Contributions Net
And Sales and Purchases
Purchases Withdrawals (Sales)
1995
No. of shares 283,757 151,659 132,098
Cost amount $4,307,961 $1,039,233 $3,268,728
1994
No. of shares 145,724 86,429 59,295
Cost amount $2,446,717 485,144 $1,961,573
1993
No. of shares 131,841 269,060 (137,219)
Cost amount $2,924,833 $1,275,893 $1,648,940
C. Gain on sale of investments and withdrawals of Crompton &
Knowles Common Stock:
1995 1994 1993
Aggregate
proceeds $2,336,353 $1,727,888 $5,890,730
Aggregate cost
(FIFO) 1,039,233 485,144 1,275,893
Net gain $1,297,120 $1,242,744 $4,614,837
6. Plan Expenses
Significant costs of Plan administration, which are payable from
the Trust or by the Corporation, are generally paid by the
Corporation.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Crompton & Knowles Corporation:
We have audited the accompanying statements of financial condition of Crompton
& Knowles Corporation Employee Stock Ownership Plan (the Plan) as of December
31, 1995 and 1994, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended December 31, 1995.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1995 and 1994, and the income and changes in plan equity for each of the years
in the three-year period ended December 31, 1995 in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
March 15, 1996