AMENDMENT TO FORM 10-K ANNUAL REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ended:
_________________________
Commission File Number: 1-7211
IONICS, INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2068530
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
65 Grove Street, Watertown, Massachusetts 02472
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 926-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Common Stock, $1 par value
Name of each exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 as set forth in the pages attached hereto:
1. Item 14(a) 3. of Part IV of said report on Form 10-K is amended to list Form
11-K, Annual Report of the Ionics Section 401(k) Stock Savings Plan for the year
ended December 31, 2000 as Exhibit 13(b) thereto. The Annual Report of the
Ionics Section 401(k) Stock Savings Plan on Form 11-K for the year ended
December 31, 2000 is hereby filed pursuant to Rule 15d-21 and General
Instruction F to Form 10-K as an Exhibit to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
IONICS, INCORPORATED
(Registrant)
Date: June 26, 2001 By /s/Stephen Korn
-----------------------
Stephen Korn
Vice President and
General Counsel
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) 1. Financial Statements
See Index to Financial Statements and Financial Schedules on page
IV-7. The Financial Statement Schedules are filed as part of this
Annual Report on Form 10-K.
2. Financial Statement Schedules
See Index to Financial Statements and Financial Statement Schedules on
page IV-7.
3. Exhibits
Exhibit No. A. Description
----------- -- -----------
3.0 Articles of Organization and By-Laws
3.1 Restated Articles of Organization *
filed April 16, 1986 (filed as
Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1997).
3.1(a) Amendment to Restated Articles of *
Organization filed June 19, 1987
(filed as Exhibit 3.1(a) to the
Company's Annual Report on Form
10-K for the year ended December
31, 1997).
3.1(b) Amendment to Restated Articles of *
Organization filed May 13, 1988
(filed as Exhibit 3.1(b) to
Registration Statement No. 33-38290
on Form S-2 effective January 24,
1991).
3.1(c) Amendment to Restated Articles of *
Organization filed May 8, 1992
(filed as Exhibit 3.1 to the
Company's Quarterly Report on
Form 10-Q for the quarterly period
ending June 30, 1996.
3.1(d) Amendment to Restated Articles of *
Organization filed May 8, 1998
(filed as Exhibit 3.1 to the
Company's Quarterly Report on Form
10-Q for the quarterly period ending
March 31, 1998).
3.2 By-Laws, as amended through May 2, *
2000 (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form
10-Q for the quarterly period ended
March 31, 2000).
4.0 Instruments defining the rights of security holders,
including indentures
4.1 Renewed Rights Agreement, dated as *
of August 19, 1997 between Registrant
and BankBoston N.A. (filed as Exhibit
1 to the Company's Current Report on
Form 8-K dated August 27, 1997).
4.2 Form of Common Stock Certificate *
(filed as Exhibit 4.2 to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1997)
10.0 Material Contracts
10.1 1979 Stock Option Plan, as amended *
through February 22, 1996 (filed as
Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1995).
10.2 1986 Stock Option Plan for Non-Employee *
Directors, as amended through February 19,
1997 (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
10.3 Second Amended and Restated Credit *
Agreement dated as of July 28, 2000,
among the Company, Fleet National
Bank and Fleet National Bank as agent
(filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000.)
10.3(1) Amended Agreement No. 1 to Second Amended
and Restated Credit Agreement among the
Company, Fleet National Bank and Fleet
National Bank as Agent dated March 1, 2001.
10.3(2) Security Agreement dated as of
March 1, 2001 by and among the
Company, certain of its domestic
subsidiaries, and Fleet National Bank
as agent.
10.3(3) Escrow Agreement dated as of
March 1, 2001 by and among the
Company, Hutchins, Wheeler & Dittmar,
and Fleet National Bank as agent.
10.3(4) Seventh Amended and Restated Revolving
Credit Note dated March 1, 2001.
10.4 Operating Agreement dated as *
of September 27, 1989 between the
Company and Aqua Cool Enterprises,
Inc. (filed as Exhibit 10.4 to the
Company's Annual Report on
Form 10-K for the year ended December
31, 1997).
10.5 Term Lease Master Agreement *
dated as of September 27, 1989
between the Company and
Aqua Cool Enterprises, Inc. (filed as
Exhibit 10.5 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1997).
10.6 Option Agreement dated as of September *
27, 1989 among the Company, Aqua Cool
Enterprises, Inc. and the other parties
named therein (filed as Exhibit to the
Company's registration statement on Form
S-2, No. 33-38290, effective January 24,
1991).
10.7 1994 Restricted Stock Plan (filed as *
Exhibit 10.12 to the Company's Annual
Report on Form 10-K dated March 30, 1995).
10.8 1997 Stock Incentive Plan (filed as *
Exhibit 10.12 to the Company's Annual
Report on Form 10-K dated December 31,
1996).
10.9 Ionics, Incorporated Supplemental *
Executive Retirement Plan effective
as of January 1, 1996 (filed as Exhibit
10.9 to the Company's Annual Report
on Form 10-K dated December 31, 1997).
10.10 Form of Employee Retention Agreement *
dated February 24, 1998 between the
Company and certain officers of the
Company and its subsidiaries (filed
as Exhibit 10.10 to the Company's
Annual Report on Form 10-K dated
December 31, 1997).
10.11 1998 Non-Employee Directors Fee Plan *
(filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 1998).
10.12 Shareholders' Agreement dated as of *
May 12, 2000, by and among the Company,
Hafeez Karamath Engineering Services
Limited, and Desalination Company of
Trinidad and Tobago Ltd., as amended on June
16, 2000 (filed as Exhibit 10.2 to the
Company's Quarterly Report on Form
10-Q for the quarterly period ended
June 30, 2000.)
10.13 Loan Agreement dated as of October 25,
2000 between the Company and Hafeez
Karamath Engineering Services Limited.
13.0(a) Annual Report to Stockholders for
the year ended December 31, 2000 (furnished for
the information of the Commission and not to be
deemed "filed" as part of this Report except to
the extent that portions thereof are expressly
incorporated herein by reference).
13.0(b) Annual Report of the Ionics Section 401(k)
Stock Savings Plan on Form 11-K for the year
ended December 31, 2000.
21.0 Subsidiaries of the Registrant.
23.0 Consents
23.1 Consent of PricewaterhouseCoopers LLP to
incorporation by reference of that
firm's report dated March 19, 2001,
which is contained in the Registrant's
Annual Report to Stockholders for the
year ended December 31, 2000, and is
included on page 6 of Exhibit 13 to
this Form 10-K.
24.0 Power of Attorney.
--------------------------
*incorporated herein by reference
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the last
quarter of fiscal 2000.
Exhibit No. 13(b) to Annual Report on Form 10-K
of Ionics, Incorporated for the year ended December 31, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2000
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from __________ to __________
Commission File Number: 1-7211
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Ionics Section 401(k) Stock Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
IONICS, INCORPORATED
65 Grove Street
Watertown, MA 02472-2882
IONICS SECTION 401(k) STOCK SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Page
----
Independent Auditor's Report 3
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 2000 and 1999 4
Statements of Changes in Net Assets Available for
Benefits for the year ended December 31, 2000 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at
December 31, 2000 9
INDEPENDENT AUDITOR'S REPORT
Administrators
Ionics Section 401(k) Stock Savings Plan
Watertown, Massachusetts
We have audited the accompanying statements of net assets available for benefits
of the Ionics Section 401(k) Stock Savings Plan (the Plan) as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements and
the schedule referred to below are the responsibility of the plan administrator.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999 and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes of complying with the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 and are not a required part of
the basic financial statements. Such schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
BELANGER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Chelmsford, Massachusetts
June 8, 2001
IONICS SECTION 401(k) STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-------------------------------------
2000 1999
----------------- ----------------
Assets:
Investments (see Note C) $ 25,348,894 $ 23,838,501
----------------- ----------------
Receivables:
Employer contribution 54,346 58,744
Participant contributions 264,942 245,022
----------------- ----------------
Total receivables 319,288 303,766
----------------- ----------------
Total assets 25,668,182 24,142,267
Liabilities 0 0
----------------- ----------------
Net assets available for benefits $ 25,668,182 $ 24,142,267
================= ================
See accompanying Notes to the financial statements.
IONICS SECTION 401(k) STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended
December 31, 2000
-----------------
Additions:
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments (see Note C) $ (440,865)
Interest 140,897
Dividends 174,522
----------------
(125,446)
----------------
Contributions:
Participant 3,172,834
Employer 689,653
----------------
3,862,487
----------------
Total additions 3,737,041
Deductions:
Withdrawals by and distributions to participants 2,211,126
----------------
Net increase 1,525,915
Net assets available for benefits:
Beginning of year 24,142,267
-----------------
End of year $ 25,668,182
=================
See accompanying Notes to the financial statements.
NOTES TO FINANCIAL STATEMENTS
A. Description of Plan
The following description of the Ionics, Incorporated and domestic
subsidiaries ("Company") 401(k) Plan (Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
1. General. The Plan is a defined contribution plan covering all permanent
employees of the Company working at least 20 hours per week who have
completed one year of service (effective March 1, 2000, the Plan was
amended to permit new employees to become eligible to participate effective
as of the first day of the month coincident with or next following the
employee's date of hire).
2. Contributions. Each year, participants may contribute up to 12 percent of
pretax annual compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans. Participants direct the investment
of their contributions into various investment options offered by the Plan.
The Plan currently offers Company stock and seven mutual funds as
investment options for participants. The Company contributes 50% of the
first 6 percent of base compensation that a participant contributes to the
Company stock portion of the Plan. The matching Company contribution is
invested directly in Ionics, Incorporated common stock. Contributions are
subject to certain limitations.
3. Participant Accounts. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and (b) Plan earnings. Allocations are based on total
investment earnings and average participant investment balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
4. Vesting. Participants are vested immediately in their contributions plus
actual earnings thereon. Vesting in the Company's contribution portion of
their accounts is based on years of continuous service ranging from 33 1/3%
after two years to 100% after four years.
5. Participant Loans. Participants may borrow from their fund accounts a
minimum of $1,000, up to a maximum of $50,000 or 50 percent of their
account balance, whichever is less. The loans are secured by the balance in
the participant's account and bear interest at rates that are commensurate
with local prevailing rates as determined by the Plan administrator.
6. Payment of Benefits. On termination of service due to death, disability, or
retirement, 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 annual installments over the life expectancy of the Participant
(or the joint life expectancy of the Participant and spouse or
beneficiary).
7. Plan Expenses. The Plan provides that the Company shall pay all expenses of
the Plan and its administration.
B. Summary of Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investment of the Plan in Ionics, Incorporated Common Stock is stated at
the last sales price on December 31, 2000 as reported on the New York Stock
Exchange. Shares of mutual funds are valued at the Net Asset Value of
shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
C. Investments
The following presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
--------------------------
2000 1999
------------ ----------
Ionics, Incorporated common stock,
436,598 and 393,964 shares, respectively $ 12,388,468 $ 11,079,956
Puritan Fund, 114,594 and 116,782
shares, respectively 2,157,798 2,222,346
Contrafund Fund, 99,513 and 89,090
shares, respectively 4,893,052 5,347,159
Janus Worldwide Fund, 26,252 and 13,831
shares, respectively 1,492,678 1,057,112
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $1,409,296 as follows:
Mutual funds $ (1,679,628)
Ionics, Incorporated common stock 270,332
---------------
$ (1,409,296)
===============
D. Plan Termination
Although it has not expressed any intent 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 of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
E. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements at December 31, 2000 and 1999 to Form 5500:
2000 1999
-------------- ---------------
Net assets available for benefits per the
financial statements $ 25,668,182 $ 24,142,267
Amounts allocated to withdrawing
participants (301,050) (88,211)
-------------- ---------------
Net assets available for benefits per the
Form 5500 $ 25,367,132 $ 24,054,056
============== ===============
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2000 to Form 5500:
Distributions to participants per the
financial statements: $ 2,211,126
Add: Amounts allocated to withdrawing
participants at December 31, 2000 301,050
Less: Amounts allocated to withdrawing
participants at December 31, 1999 (88,211)
--------------
Benefits paid to participants per Form 5500 $ 2,423,965
==============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31st but not yet paid as of that date.
F. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated September 12, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). Although the Plan has been amended since receiving the
determination letter, it is believed that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
Attachment to Form 5500
Schedule H, Line 4i
EIN: 04-2068530
PN: 003
IONICS SECTION 401(k) STOCK SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
Face Amount Current
Description of Investment Shares or Rate Cost Value
- -------------------------- -------------- -------------- --------------
Ionics, Incorporated
Common Stock 436,598 $ 12,086,923 $ 12,388,468
Fidelity Investments:
Puritan Fund 114,594 2,057,901 2,157,798
Contrafund 99,513 4,829,269 4,893,052
MainStay Institutional:
Indexed Bond 45,299 488,460 471,110
Asset Manager Fund 95,541 1,486,721 1,269,745
Indexed Equity Fund 16,546 563,824 527,651
Money Market 146,189 146,189
Janus Worldwide Fund 26,252 1,627,727 1,492,678
BT Pyramid GIC Fund 1,197,003 1,197,003
Participant Loans
(Rate of interest 7.43% to 10.50%) 0 805,200
-------------- --------------
Total funds invested $ 24,484,017 $ 25,348,894
============== ==============
The accompanying Notes are an integral part of these financial schedules.
SIGNATURES
Ionics Section 401(k) Stock Savings Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustee (or other persons who administer
the employee benefit plan) has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
IONICS SECTION 401(k) STOCK
SAVINGS PLAN
Date: June 26, 2001 By: /s/ Daniel M. Kuzmak
-----------------------------
Daniel M. Kuzmak, Member
Plan Administrative Committee
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Ionics Section 401(k) Stock Savings Plan on Form S-8 (Registration No.
33-2092) of our report dated June 8, 2001 on our audits of the financial
statements of the Ionics Section 401(k) Stock Savings Plan as of December 31,
2000 and 1999, which report is included in this Annual Report on Form 11-K of
the Plan which is being filed as Exhibit 13(b) to the Annual Report on Form 10-K
of Ionics, Incorporated for the year ended December 31, 2000.
BELANGER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Chelmsford, Massachusetts
June 19, 2001