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, 1993
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 33-12394
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Tultex Corporation's Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Tultex Corporation
P.O. Box 5191
Martinsville, Virginia 24115
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Committee has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
Tultex Corporation's
Employee Savings Plan
By /s/ Don P. Shook
----------------------------
Don P. Shook
Date: June 29, 1994 Vice President,
------------- Human and Financial Services
TULTEX CORPORATION'S EMPLOYEE SAVINGS PLAN
------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
------------------------------------------
Page No.
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Financial Statements and Exhibits
(a) Financial Statements
Report of Independent Accountants F1
Statement of Net Assets Available for
Plan Benefits - by Fund at December 31,
1993 and 1992 F2
Statement of Changes in Net Assets Available for
Plan Benefits - by Fund for the Years Ended December 31,
1993, 1992 and 1991 F3
Notes to Financial Statements F4-F8
Supplemental Schedules (Note A):
Schedule of Assets Held for Investment Purposes
(Schedule I) S1
Note A - Schedules not included with this additional
financial data have been omitted because they
are not applicable.
(b) Exhibits
Consent of Independent Accountants E1
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Committee and Participants
Tultex Corporation's Employee Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits by fund and the related statement of changes in net assets available
for plan benefits by fund present fairly, in all material respects, the net
assets of the Tultex Corporation's Employee Savings Plan at December 31, 1993
and 1992, and the changes in net assets for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Such information 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.
PRICE WATERHOUSE
Winston-Salem, North Carolina
April 8, 1994
F - 1
Tultex Corporation's Employee Savings Plan
Statements of Net Assets Available for Plan Benefits - By Fund
December 31, 1993
------------------------------------------------------------
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ---------- --------- --------- -----------
ASSETS
Investments at fair value:
Money Market $13,570,625 $ - $ - $ - $13,570,625
Fidelity Magellan mutual fund - 2,693,174 - - 2,693,174
Tultex common stock - - 990,115 - 990,115
Twentieth Century Select
Investors mutual fund - - - 554,064 554,064
Combined money market 382,666 75,942 27,919 15,624 502,151
Loans receivable from
participants 1,139,869 - - - 1,139,869
----------- ---------- --------- ------- -----------
15,093,160 2,769,116 1,018,034 569,688 19,449,998
----------- ---------- ---------- ------- -----------
Employer contribution
receivable 42,231 10,104 3,834 2,750 58,919
----------- ---------- ---------- ------- -----------
LIABILITIES
Other payables - - - - -
----------- ---------- ---------- ------- -----------
Net assets available for
plan benefits $15,135,391 $2,779,220 $1,021,868 $572,438 $19,508,917
=========== ========== ========== ======== ===========
The accompanying notes are an integral part of these finanical statements.
F - 2
Tultex Corporation's Employee Savings Plan
Statements of Net Assets Available for Plan Benefits - By Fund
December 31, 1992
------------------------------------------------------------
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ---------- --------- --------- -----------
ASSETS
Investments at fair value:
Money Market $12,613,068 $ - $ - $ - $12,613,068
Fidelity Magellan mutual fund - 1,974,191 - - 1,974,191
Tultex common stock - - 1,115,100 - 1,115,100
Twentieth Century Select
Investors mutual fund - - - 474,490 474,490
Combined money market 109,776 17,182 9,705 4,130 140,793
Loans receivable from
participants 1,015,055 - - - 1,015,055
----------- ---------- ---------- -------- -----------
13,737,899 1,991,373 1,124,805 478,620 17,332,697
----------- ---------- ---------- -------- -----------
Employer contribution
receivable - - - - -
----------- ---------- ---------- -------- -----------
LIABILITIES
Other payables (476,045) (27,756) (4,956) (104,176) (612,933)
----------- ---------- ---------- -------- -----------
Net assets available for
plan benefits $13,261,854 $1,963,617 $1,119,849 $374,444 $16,719,764
=========== ========== ========== ======== ===========
The accompanying notes are an integral part of these finanical statements.
F - 2
Tultex Corporation's Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits - By Fund
Year ended December 31, 1993
----------------------------------------------------------
Twentieth
Tultex Century
Fidelity Common Select
Income Magellan Stock Investors
Fund Fund Option Fund Total
----------- ---------- ---------- --------- -----------
SOURCES OF NET ASSETS
Contributions:
Employee $ 1,821,161 $ 346,986 $ 158,754 $ 97,813 $ 2,424,714
Employer 513,177 89,810 42,852 24,914 670,753
Cancellation of life insurance
option and reinvestment
of proceeds - - - - -
Rollovers 1,311 5,816 930 3,575 11,632
Investment income 597,063 1,019 26,941 5,599 630,622
Net appreciation in fair
value of investments - 508,099 (211,727) 59,802 356,174
Transfers in 2,032 6,887 - 26,380 35,299
----------- ---------- ---------- --------- -----------
2,934,744 958,617 17,750 218,083 4,129,194
----------- ---------- ---------- --------- -----------
APPLICATIONS OF NET ASSETS
Withdrawals 902,308 137,013 78,236 19,447 1,137,004
Hardship distributions 158,899 6,001 2,196 642 167,738
Purchase of insurance contracts - - - - -
Transfers out - - 35,299 - 35,299
----------- ---------- ---------- --------- -----------
1,061,207 143,014 115,731 20,089 1,340,041
----------- ---------- ---------- --------- -----------
Increase (decrease) in net assets
available for plan benefits 1,873,537 815,603 (97,981) 197,994 2,789,153
Assets available for plan benefits:
Beginning of year 13,261,854 1,963,617 1,119,849 374,444 16,719,764
----------- ---------- ---------- --------- -----------
End of year $15,135,391 $2,779,220 $1,021,868 $ 572,438 $19,508,917
=========== ========== ========== ========= ===========
The accompanying notes are an integral part of these financial statements.
F - 3
Tultex Corporation's Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits - By Fund
Year Ended December 31, 1992
------------------------------------------------------------------------
Twentieth
Tultex Century
Fidelity Common Select Life
Income Magellan Stock Investors Insurance
Fund Fund Option Fund Option Total
----------- ---------- ---------- --------- ----------- -----------
SOURCES OF NET ASSETS
Contributions:
Employee $ 1,850,691 $ 243,594 $ 156,292 $ 63,387 $ 14,489 $ 2,328,453
Employer - - - - - -
Cancellation of life insurance
option and reinvestment
of proceeds 321,005 32,239 19,971 11,414 - 384,629
Rollovers - 1,500 - - - 1,500
Investment income 743,762 606 24,221 20,953 - 789,542
Net appreciation in fair
value of investments 4,565 128,739 193,997 (25,754) - 301,547
Transfers in - 47,246 - 63,646 7,477 118,369
----------- ---------- ---------- --------- --------- -----------
2,920,023 453,924 394,481 133,646 21,966 3,924,040
----------- ---------- ---------- --------- --------- -----------
APPLICATIONS OF NET ASSETS
Withdrawals 1,186,421 73,009 38,402 110,534 - 1,408,366
Hardship distributions 222,241 6,587 1,676 3,387 - 233,891
Purchase of insurance contracts - - - - 21,966 21,966
Transfers out 98,663 - 19,706 - - 118,369
----------- ---------- ---------- --------- --------- -----------
1,507,325 79,596 59,784 113,921 21,966 1,782,592
----------- ---------- ---------- --------- --------- -----------
Increase (decrease) in net assets
available for plan benefits 1,412,698 374,328 334,697 19,725 2,141,448
Assets available for plan benefits:
Beginning of year 11,849,156 1,589,289 785,152 354,719 - 14,578,316
----------- ---------- ---------- --------- --------- -----------
End of year $13,261,854 $1,963,617 $1,119,849 $ 374,444 $ - $16,719,764
=========== ========== ========== ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
F - 3
Tultex Corporation's Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits - By Fund
Year Ended December 31, 1991
----------------------------------------------------------------------
Twentieth
Tultex Century
Fidelity Common Select Life
Income Magellan Stock Investors Insurance
Fund Fund Option Fund Option Total
----------- ---------- -------- --------- --------- -----------
SOURCES OF NET ASSETS
Contributions:
Employee $ 1,873,158 $ 208,906 $160,244 $ 42,368 $ 95,728 $ 2,380,404
Employer - - - - - -
Cancellation of life insurance
option and reinvestment
of proceeds - - - - - -
Rollovers - - - - - -
Investment income 846,834 996 38,006 20,840 - 906,676
Net appreciation in fair
value of investments 13,647 482,003 (210,396) 79,216 - 364,470
Transfers in - - 73,957 6,329 1,068 81,354
----------- ---------- -------- --------- --------- -----------
2,733,639 691,905 61,811 148,753 96,796 3,732,904
----------- ---------- -------- --------- --------- -----------
APPLICATIONS OF NET ASSETS
Withdrawals 1,384,604 172,590 125,083 22,881 - 1,705,158
Hardship distributions 129,450 3,269 1,804 93 - 134,616
Purchase of insurance contracts - - - - 96,796 96,796
Transfers out 77,048 4,306 - - - 81,354
----------- ---------- -------- --------- --------- -----------
1,591,102 180,165 126,887 22,974 96,796 2,017,924
----------- ---------- -------- --------- --------- -----------
Increase (decrease) in net assets
available for plan benefits 1,142,537 511,740 (65,076) 125,779 1,714,980
Assets available for plan benefits:
Beginning of year 10,706,619 1,077,549 850,228 228,940 - 12,863,336
----------- ---------- -------- --------- --------- -----------
End of year $11,849,156 $1,589,289 $785,152 $ 354,719 $ - $14,578,316
=========== =========== ======== ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
F - 3
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
Tultex Corporation's Employee Savings Plan (the Plan) prepares its financial
statements on the accrual basis of accounting which recognizes investment
income when earned and expenses when incurred.
Valuation of investments
Investments are valued at their closing market prices on the valuation date.
Where no sale was recorded on the valuation date, the security is valued at
the market price at the close of business.
Contributions
Contributions from employees are recorded in the period the Company makes
payroll deductions from plan participants. Contributions from Tultex
Corporation (the Company) are based upon employee contributions and are
accrued in the corresponding period.
Security transactions and investment income
Purchases and sales of securities, including gains and losses thereon, are
recorded as of the trade date. Gains or losses on sales of securities are
based on first-in, first-out cost. In accordance with the policy of stating
investments of fair market value, the net unrealized appreciation or
depreciation for the year is reflected in the statement of changes in net
assets available for plan benefits.
Expenses of the plan
All expenses incurred in the administration of the plan are paid by the
Company.
Reclassification
Certain prior year balances have been reclassified to conform to current year
presentation.
NOTE 2 - DESCRIPTION OF THE PLAN
The Tultex Corporation Employee Savings Plan is a cash or deferred
profit-sharing plan established under section 401(a) and 401(k) of the
Internal Revenue Code. The Plan, whichwas established on September 1, 1984,
is available to substantially all employees of Tultex Corporation who have
met certain service requirements. The Board of Directors of Tultex
Corporation has appointed an Employee Savings Plan Committee to administer
the Plan. The plan administrator and management of Tultex Corporation
believe that the Plan conforms with the requirements of the Employee
F - 4
Retirement Income Security Act of 1974. The Plan may be terminated by
resolution of the Board of Directors of Tultex Corporation at any time and
for any reason. In the event of the termination or partial termination of the
Plan or upon the complete discontinuance of contributions under the Plan, the
rights of each affected member to the entire amount credited to his account on
the date of such termination or discontinuance shall remain nonforfeitable and
fully vested. Payment of such amounts to each member or beneficiary, upon the
termination of the Plan or upon the complete discontinuance of contributions
under the Plan, shall be made by the Trustee at such time and in such manner
as is directed by the Employee Saving Plan Committee provided, however, that
all members and beneficiaries similarly situated shall be treated in a
nondiscriminatory manner.
The Plan presently provides for elective salary reduction contributions by
eligible employees. Employees may make contributions to the Plan through
payroll deductions, not to exceed 15% and not less than 2% of total
compensation.
In April 1993, Tultex Corporation implemented an employer match; however, on
December 31, 1993, it was suspended until a later date due to business
conditions. The employer match contributed an amount equal to 50% of each
employee's regular contribution up to a maximum of 4%.
Participant accounts are separately maintained by the Employee Savings Plan
Committee. Plan earnings are allocated to participants' accounts on the basis
of their accumulated account balances. Participants' interest in their
account shall at all times be fully vested and nonforfeitable. Participants
are entitled to withdraw all or a portion of their account balances upon the
attainment of age 59 1/2, or any time thereafter.
The Plan permits distributions to participants in the event of financial
hardship. The plan participants also may borrow against their accounts in an
amount up to, but not exceeding 50% of their balance in the following funds:
Income Fund, Tultex Common Stock Fund, and Equity Fund.
As of April 1 and October 1 of each plan year, a participant may direct how
contributions to his account will be allocated among the investment options.
In addition, new employees may elect to participate as of January 1 of any
year. A participant may elect to have amounts credited to his account invested
under one or more of the investment options available under the Plan. The
investment options available to participants are:
Income Fund: Contributions to the income fund may be invested in one or more
group annuity contracts, interest bearing accounts, certificates of deposit,
or other interest bearing investments that involve a minimum risk to capital.
At December 31, 1993, there were 2,983 participants enrolled in the income fund.
F - 5
Tultex Common Stock: Participants may elect to have contributions invested in
Tultex Corporation Common Stock which is purchased by the plan's trustee at
fair market value in the open market, in private transactions, or from
authorized but unissued shares. There were 340 participants enrolled in the
Tultex Common Stock option at December 31, 1993. There were 141,445 shares
with a value of $7.00 per share at December 31, 1993.
Equity Funds: Participants may elect to have contributions invested in two
available equity funds, the Fidelity Magellan or Twentieth Century Select
Investor's Fund, with portfolios concentrated in common stock of selected,
publicly-owned corporations. The primary objective is growth of principal,
but since the value of common stocks can decrease, as well as increase, the
value of a participant's account in the equity funds may fluctuate. At
December 31, 1993, 460 and 152 participants were enrolled in the Fidelity
Magellan Fund and Twentieth Century Select Investors Fund, respectively. The
Fidelity Magellan Fund held 38,012.3 shares with a value of $70.85 per share at
December 31, 1993. The Twentieth Century Select Investors Fund held 14,041.2
shares with a value of $39.46 per share at December 31, 1993.
The Life Insurance Option: Prior to October 1, 1988 a participant could elect
to use any amount that is less than one-half of his account balance to purchase
whole life or ordinary life insurance on the life of the participant or the
lives of the participant's spouse and children. This contribution limit
changed to 25% subsequent to October 1, 1988. Effective March 31, 1992, the
life insurance option was removed from the employee savings plan. See Note 4.
As of April 1 and October 1 of each year, a participant may elect to transfer
amounts between any of the investment options. The minimum amount transferable
out of any one option is 10% of the value of the participant's account, or, if
less, the entire amount invested under such option.
F - 6
NOTE 3 - INVESTMENTS
The Plan's investments are held by the Trustee, Tultex Corporation. The
following presents the fair value of the investments.
December 31, 1993 December 31, 1992
----------------------- -----------------------
Number of Number of
shares or shares or
principal Fair principal Fair
amount value amount value
--------- ---------- --------- -----------
Investments at Fair
Value as Determined
by Quoted Market Price
Fidelity Magellan Fund 38,012.3 $ 2,693,174 31,331.4 $ 1,974,191
Tultex Common Stock 141,445.0 990,115 129,287.0 1,115,100
Twentieth Century Select
Investors Fund 14,041.2 554,064 12,169.5 474,490
----------- -----------
4,237,353 3,563,781
Investments at Estimated
Fair Value
Money Market accounts:
Piedmont Trust Bank -- 13,570,625 -- 12,613,068
Sovran Bank -- 502,151
----------- -----------
$18,310,129 $16,317,642
=========== ===========
The Plan's investments (including investments bought, sold, and held during the
year) appreciated (depreciated) in value as follows:
Year ended December 31,
1993 1992 1991
--------- --------- ---------
Investments at Fair Value as
Determined by Quoted Market Price
Fidelity Magellan Fund $ 508,099 $ 128,739 $ 482,003
Tultex Common Stock (211,727) 193,997 (210,396)
Twentieth Century Select
Investors Fund 59,802 (25,754) 79,216
--------- --------- ---------
$ 356,174 $ 296,982 $ 350,823
========= ========= =========
Investment at Estimated Fair Value
Income Fund $ -- $ 4,565 $ 13,647
F - 7
NOTE 4 - LIFE INSURANCE
Prior to October 1, 1988, employees could elect to use up to one-half of their
contributions to purchase permanent life insurance. Subsequent to October 1,
1988, the contribution limit for life insurance changed to 25%. The
contributions are allocated funds which are used to purchase insurance at the
time the withholding is made and are excluded from plan assets at December 31,
1992 and 1991. During the plan years ended December 31, 1993, 1992 and 1991,
premiums contributed by employees were $0, $21,967, and $96,796, respectively.
The lifeinsurance option was removed from the plan effective March 31, 1992 and
each employee's cash surrender value was then reinvested in one or more of the
remaining investment options at the discretion of each employee. The total
amount reinvested in connection with the cancellation of the life insurance
option was $384,629. However, four participants had elected the guaranteed
life insurance option and paid their premiums in full prior to cancellation of
the life insurance option. As of December 31, 1993, only two participating
individuals remained with total cash valued of $2,951 excluded from plan assets.
The four participating individuals had total cash values of $5,181 excluded
from plan assets at December 31, 1992.
NOTE 5 - PAYABLE FOR DISTRIBUTION
The difference between net assets available for benefits as reported on the
financial statements and as reported on the Form 5500 is due to the recording
of a payable for distributions to Plan participants on the Form 5500. The
payable for distribution to Plan participants is as follows:
December 31,
1993 1992
--------- ---------
Income Fund $ 482,711 $ 476,045
Fidelity Magellan Fund 91,113 27,756
Twentieth Century Select
Investors Fund 14,252 104,176
Tultex Common Stock 15,193 4,956
--------- ---------
$ 603,269 $ 612,933
========= =========
NOTE 6 - TAX STATUS OF THE PLAN
A favorable letter of determination has been received from the Internal
Revenue Service for the Plan indicating that the trust established under the
Plan is entitled to exemption from federal income tax under the applicable
sections of the Internal Revenue Code (IRC). Accordingly, no provision for
income taxes has been made in the Plan's financial statements.
F - 8
Tultex Corporation's Employee Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993 SCHEDULE 1
- - ----------------------------------------------------------------------------------------------------
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par, or maturity value Cost value
- - ---------------------------- ----------------------------------- ------------ ------------
Short Term Investments:
Piedmont Trust Bank Money market, 4.08% $ 13,570,625 $ 13,570,625
Sovran Bank Money market 502,151 502,151
Mutual Funds:
Fidelity Magellan Equity fund concentrated in common
stock of selected, publicly-owned
corporations; 38,012.3 shares
outstanding; market value of $70.85
per share 2,009,565 2,693,174
Twentieth Century Select
Investors Equity fund concentrated in common
stock of selected, publicly-owned
corporations; 14.041.2 shares
outstanding; market value of $39.46
per share 362,121 554,064
Common Stock:
Tultex Corporation Common stock purchased at fair
market value; 141,445 shares
outstanding; market value of $7.00
per share 1,622,571 990,115
------------ ------------
$ 18,067,033 $ 18,310,129
============ ============
S - 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-12394) of Tultex Corporation of our report dated
April 8, 1994 appearing on page F-1 of Tultex Corporation's Form 11-K.
PRICE WATERHOUSE
Winston-Salem, North Carolina
June 30, 1994
E - 1