1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
COMMISSION FILE NUMBER 1-7608
A. TITLE AND ADDRESS OF PLAN:
RETIREMENT AND SAVINGS PLAN
OF
LOCTITE PUERTO RICO, INC.
#9 VICENTE QUILINCHINI AVENUE
SABANA GRANDE, PUERTO RICO 00637
B. NAME AND ADDRESS OF ISSUER
OF SECURITIES HELD BY PLAN:
LOCTITE CORPORATION
10 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06106
2
FINANCIAL STATEMENTS AND EXHIBITS
- ---------------------------------
(A) FINANCIAL STATEMENTS: PAGE NO.
--------
REPORT OF INDEPENDENT ACCOUNTANTS 1-2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS-JUNE 30, 1995 AND 1994 3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS - YEAR ENDED JUNE 30, 1995 4
AND 1994
NOTES TO FINANCIAL STATEMENTS 5 - 6 - 7- 8 - 9 - 10
STATEMENT OF INVESTMENTS JUNE 30, 1995 11
SCHEDULES - SCHEDULES I, II AND III HAVE BEEN
OMITTED BECAUSE THE REQUIRED INFORMATION
IS SHOWN IN THE FINANCIAL STATEMENTS OR
NOTES THERETO.
(B) EXHIBITS
CONSENT OF INDEPENDENT ACCOUNTANTS E-1
SIGNATURE
---------
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE MEMBERS OF THE ADMINISTRATIVE COMMITTEE HAVE DULY CAUSED THIS ANNUAL REPORT
TO BE SIGNED ON BEHALF OF THE REGISTRANT BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.
RETIREMENT AND SAVINGS PLAN OF LOCTITE PUERTO RICO, INC.
--------------------------------------------------------
(REGISTRANT) BY
/s/ MARCUS J. RODRIGUEZ
-------------------------------------
MARCUS J. RODRIGUEZ, FINANCE DIRECTOR
DATE: DECEMBER 6, 1995
----------------
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[PRICE WATERHOUSE LOGO]
RETIREMENT AND SAVINGS PLAN OF
LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
JUNE 30, 1995 AND 1994
4
[PRICE WATERHOUSE LOGO]
RETIREMENT AND SAVINGS PLAN OF
LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
Page
----
Financial Statements:
Report of Independent Accountants . . . . . . . . . . . . . . . 1-2
Statement of Net Assets Available for
Benefits with Fund Information . . . . . . . . . . . . . . . . 3
Statement of Changes in Net Assets Available
for Benefits with Fund Information . . . . . . . . . . . . . . 4
Notes to the Financial Statements . . . . . . . . . . . . . . . 5-10
Additional Information:*
Schedule I - Schedule of Assets Held for Investment
Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
* 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 they are not applicable.
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[PRICE WATERHOUSE LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
October 6, 1995
To the Participants and Administrator of the
Retirement and Savings Plan of Loctite Puerto Rico, Inc.
(Savings Plan Fund only)
We have audited the accompanying statements of net assets available for
benefits of the Retirement and Savings Plan of Loctite Puerto Rico, Inc.
(Savings Plan Fund only)(the Plan) as of June 30, 1995 and 1994, and the
related statements of changes in net assets available for benefits for the
years then ended. 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 audit.
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, 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 June 30, 1995 and 1994 and the changes in net assets available
for benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were performed 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 the Department of Labor's Rules and
Regulations for Reporting and Disclosures under the Employee Retirement
Income Security Act of 1974.
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[PRICE WATERHOUSE LOGO]
October 6, 1995
To the Participants and Administrator of the
Retirement and Savings Plan of Loctite Puerto Rico, Inc.
(Savings Plan Fund only)
Page 2
The additional schedule and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ PRICE WATERHOUSE
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 10 Expires Dec. 1, 1995
Stamp 1326949 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report
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RETIREMENT AND SAVINGS PLAN OF
LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
June 30, 1995
-------------
Company Fixed Diversified Templeton Fidelity
Stock Income Equity Foreign Magellan
Fund Fund Fund Fund Fund
------- ------ ---------- --------- --------
Assets
- ------
Investments, at fair value:
Loctite Corporation Common
Stock Fund $841,614
Fixed Income Fund
Diversified Equity Fund $358,277
Templeton Foreign Fund $ 633
Fidelity Magellan Fund $1,772
Loans to participants
-------- -------- ------ ------
841,614 358,277 633 1,772
Guaranteed insurance contract, at
contract value $778,387
-------- -------- -------- ------ ------
Total investments 841,614 778,387 358,277 633 1,772
-------- -------- -------- ------ ------
Receivables:
Accrued interest and dividends receivables 4,637 4,000 1,982
Other:
Cash 13,171 9,101 10,073 376 696
-------- -------- -------- ------ ------
Net assets available for benefits $859,422 $791,488 $370,332 $1,009 $2,468
======== ======== ======== ====== ======
June 30, 1995 June 30, 1994
------------- -------------
Company Fixed Diversified
Loan Stock Income Equity
Fund Total Fund Fund Fund Total
---- --------- ---------- ------ ----------- -----
Assets
- ------
Investments, at fair value:
Loctite Corporation Common
Stock Fund $ 841,614 $642,519 $ 642,519
Fixed Income Fund $ 8,292 8,292
Diversified Equity Fund 358,277 $189,546 189,546
Templeton Foreign Fund 633
Fidelity Magellan Fund 1,772
Loans to participants $28,069 28,069
------- ---------- -------- -------- -------- -----------
28,069 1,230,365 642,519 8,292 189,546 840,357
Guaranteed insurance contract, at
contract value 778,387 645,250 645,250
------- ---------- -------- -------- -------- ----------
Total investments 28,069 2,088,752 642,519 653,542 189,546 1,485,607
------- ---------- -------- -------- -------- ----------
Receivables:
Accured interest and dividends receivables 10,619 2,988 3,281 6,269
Other:
Cash 33,417 11 6 7 24
------- ---------- -------- -------- -------- ----------
Net assets available for benefits $28,069 $2,052,788 $645,518 $656,829 $189,553 $1,491,900
======= ========== ======== ======== ======== ==========
The accompanying notes are an integral part of this statement.
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RETIREMENT AND SAVINGS PLAN OF
LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
June 30, 1995
-------------
Company Fixed Diversified Templeton Fidelity
Stock Income Equity Foreign Magellan
Fund Fund Fund Fund Fund
------- ------ ---------- --------- --------
Additions to net assets attributed to:
Investment income:
Interest $ 160 $ 44,496 $ 149 $ 1
Dividends 15,189 11,665
Net appreciation (depreciation) in fair
market value of investments 48,982 46,121 $ (19) 107
-------- -------- -------- ------ ------
Total investment income 64,331 44,496 57,935 (19) 108
-------- -------- -------- ------ ------
Contributions:
Participants 56,955 124,365 136,728 1,028 2,360
Employer 124,987
Other - interfund transfers 1,311 (1,311)
-------- -------- -------- ------ ------
Total contributions 183,253 123,054 136,728 1,028 2,360
-------- -------- -------- ------ ------
Total additions 247,584 167,550 194,663 1,009 2,468
-------- -------- -------- ------ ------
Deductions from net assets attributed to:
Benefits paid to participants (19,408) (24,719) (8,259)
Net transfer among funds:
Participants' loans (14,455) (8,311) (5,734)
Loan repayments 183 139 109
-------- -------- --------
Total deductions (33,680) (32,891) (13,884)
-------- -------- -------- ------ ------
Net increase 213,904 134,659 180,779 1,009 2,468
Net assets at beginning of year 645,518 656,829 189,553
-------- -------- -------- ------ ------
Net assets at end of year $859,422 $791,488 $370,332 $1,009 $2,468
======== ======== ======== ====== ======
June 30, 1995 June 30, 1994
------------- -------------
Company Fixed Diversified
Loan Stock Income Equity
Fund Total Fund Fund Fund Total
---- --------- ---------- ------ ----------- -----
Additions to net assets attributed to:
Investment income:
Interest $ 44,806 $ 73 $ 38,097 $ 40 $ 38,210
Dividends 26,854 11,120 3,144 14,264
Net appreciation (depreciation) in fair
market value of investments 95,191 43,656 5,471 49,127
---------- -------- -------- -------- ----------
Total investment income 166,851 54,849 38,097 8,655 101,601
---------- -------- -------- -------- ----------
Contributions:
Participants 321,436 40,824 113,705 88,417 242,946
Employer 124,987 99,892 99,892
Other - interfund transfers
---------- -------- -------- -------- ----------
Total contributions 446,423 140,716 113,705 88,417 342,838
---------- -------- -------- -------- ----------
Total additions 613,274 195,565 151,802 97,072 444,439
---------- -------- -------- -------- ----------
Deductions from net assets attributed to:
Benefits paid to participants (52,386) (33,946) (31,721) (5,821) (71,488)
Net transfer among funds:
Participants' loans $28,500
Loan repayments ( 431)
------- ---------- -------- --------- -------- ----------
Total deductions 28,069 (52,386) (33,946) (31,721) (5,821) (71,488)
------- ---------- -------- --------- -------- ----------
Net increase 28,069 560,888 161,619 120,081 91,251 372,951
Net assets at beginning of year 1,491,900 483,899 536,748 98,302 1,118,949
------- ---------- -------- --------- -------- ----------
Net assets at end of year $28,069 $2,052,788 $645,518 $656,829 $189,553 $1,491,900
======= ========== ======== ========= ======== ==========
The accompanying notes are an integral part of this statement.
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RETIREMENT AND SAVINGS PLAN OF
LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - REPORTING ENTITY:
Retirement and Savings Plan of Loctite Puerto Rico, Inc. (Savings Plan Fund
Only) (the "Plan") was established on July 1, 1989. It is administered by a
Savings Plan Committee appointed by the Committee on Human Resources of the
Company's Board of Directors of Loctite Puerto Rico, Inc. (the Company). The
purpose of the Plan is to encourage and provide a convenient way for the
employees of Loctite Puerto Rico, Inc. to save on a regular and long-term
basis, to provide additional retirement benefits, and to encourage such
employees to make and continue careers with the Company.
NOTE 2 - DESCRIPTION OF THE PLAN:
The following description of the Plan provides only general information.
Participants should refer to the Plan Agreement for a more complete description
of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of the Company
who have one year of service (with at least 1,000 hours of service) and are age
twenty one or older. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Contributions
Participants may contribute up to 16% of their annual compensation. The
Company makes a contribution equivalent to 50% of the first 6% of each
participant's contributions. The Company's contribution is invested solely in
the Loctite's common stock fund. The participants' and Company's contributions
are remitted monthly to the Trustee.
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10
Investments Options
The participants' contributions must be invested, as selected by the
participants, in any one or more of the following funds covered by the Plan:
Company Stock Fund - Funds are invested solely in Loctite Corporation's
common stock. Participants' contributions to the Company's stock fund are
limited to a maximum of 25% of their contributions.
Fixed Income Fund - Funds are invested in guaranteed insurance
contracts ("GIC") with Metropolitan Life Insurance Company, CNA Insurance
Companies and New York Life Insurance Company. These contracts are
designed to produce a fixed rate of return.
Diversified Equity Fund - Participants' contributions to the
diversified equity fund are invested in the Fidelity Advisor Equity
Portfolio fund.
Templeton Foreign Fund - Funds are invested in the Templeton Foreign
mutual fund, which is composed of stocks and debt obligations of companies
and governments outside the United States (U.S.).
Fidelity Magellan Fund - Funds are invested in the Fidelity Magellan
mutual fund, which is composed of equity investments of domestic (U.S.)
companies.
During 1995, the Plan introduced two new investment options. These new
investment options were Templeton Foreign Fund and Fidelity Magellan Fund.
Participating Employees
There were 268 participating employees in the Plan as of June 30, 1995 and 235
as of June 30, 1994.
Vesting
Participants are fully vested at all times in their contributions and the
investment experience associated therewith. Participants become fully vested
in the Company's contributions and the investment experience associated
therewith when they complete five years of service with the Company. In the
event of the participant's death, disability, or retirement, all amounts in the
participant's account become fully vested.
Loans
During 1995, the Plan was amended to include a Participant Loan Program. The
provisions of the Participant Loan Program are in compliance with ERISA and
Puerto Rico's laws and regulations.
6
11
A participant may request a loan from the employees contribution accounts and
the employer match contribution account. The loan cannot exceed 50% of the
vested balances in said accounts, nor can the loan amount exceed $50,000 less
the highest outstanding loan balance in the prior year. The loan terms range
from one to five years or up to 10 years for the purchase of dwellings. The
loans are secured by the balance in the participants account and bear interest
at a rate commensurate with local prevailing rates as determined by the plan
administrator. Principal and interest are paid through payroll deductions.
Forfeitures
Forfeitures are used to reduce the employer's contribution.
NOTE 3- SUMMARY OF ACCOUNTING POLICIES:
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
Investments
Plan investments, other than the GIC's, are stated at fair market value in the
financial statements. The Company stock is valued at its quoted market price.
Mutual fund investments are valued at fair value, representing the value at
which shares of the fund may be purchased or redeemed. The fixed income fund,
composed of guaranteed insurance contracts with insurance companies is
presented at contract value, which approximates market value.
Payment of Benefits
On termination of service, a participant shall receive a lump-sum amount equal
to the value of his or her account. Active participants may also elect
hardship and in service withdrawals in accordance with plan provisions.
NOTE 4 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
Year ended June 30,
------------------
1995 1994
---- ----
Net assets available for benefits per the
financial statements $2,052,788 $1,491,900
Amounts allocated to withdrawing participants
---------- ----------
Net assets available for benefits per the Form 5500 $2,052,788 $1,491,900
========== ==========
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12
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended June 30,
-------------------
1995 1994
---- ----
Benefits paid to participant per the financial
statements $52,386 $71,488
Add: Amounts allocated to withdrawing participants
at June 30, 1995
Less: Amounts allocated to withdrawing participants
at June 30, 1994
------- -------
Benefits paid to participants per the Form 5500 $52,386 $71,488
======= =======
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to June
30 but not yet paid as of that date.
As of June 30, 1995, there are $25,000 worth of requested and approved loans,
which have yet to be disbursed.
NOTE 5 - INVESTMENTS:
The Plan's investments are held in trust by Fleet Bank, National Association
Trustee (the "Trustee") under the terms of a Trust Agreement. The following
table presents the fair values of those investments that represent 5 percent or
more of the Plan's net assets.
Year ended June 30,
-------------------
1995 1994
---- ----
Investments at fair value as determined by quoted
market price:
Company stock fund -
Loctite Corporation Common Stock -
18,497 and 14,942 shares $ 841,614 $ 631,300
Investments at fair value:
Mutual Funds -
Fidelity Advisory Services III Equity
Portfolio Inc. - 19,816 and 11,876 shares 358,277 181,590
Investments at contract value:
Guaranteed Insurance Contracts with:
New York Life Insurance Company.
Contract No. GA-06857-2, 5.60%, due 12-31-98 179,571 122,412
Metropolitan Life Insurance Company.
Contract No. GAC-13342-169, 6.54%, due 10-23-97 288,949 271,212
CNA Insurance Companies Contract No.
GP 12862-016, 6.6%, due 12-31-97 268,234 251,626
---------- ----------
Total Investments $1,936,645 $1,458,140
========== ==========
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During June 30, 1995 and 1994, the Plan's investments (including gains and
losses on investments bought and sold during the year) appreciated in value by
$95,191 and $49,127, respectively as follows:
Year ended June 30,
-------------------
1995 1994
---- ----
Investments at fair value as
determined by quoted market price:
Loctite Corporation Common Stock
Fund $48,982 $43,656
Diversified Equity Fund 46,121 5,471
Fidelity Magellan Fund 107
Templeton Foreign Fund (19)
------- -------
Net change in fair value $95,191 $49,127
======= =======
The following tables summarize the net gain on sales of Loctite Corporation's
common stocks during 1995 and 1994:
Gain (loss)
Month of Number of on sale
sale shares sold Proceeds Cost of stock
---- ----------- -------- ---- --------
1995:
----
September 111 $ 4,824 $ 3,934 $ 890
October 11 484 392 92
December 109 4,767 3,814 953
February 147 6,640 5,347 1,293
June 50 2,440 1,863 577
--- ------ ------- -----
428 $ 19,155 $ 15,350 $ 3,805
=== ======== ======== =======
1994:
----
August 269 $ 4,008 $ 3,337 $ 671
August 128 4,730 4,183 547
October 159 5,872 5,417 455
December 91 3,351 3,115 236
February 37 1,395 1,231 164
March 141 5,283 4,705 578
April 254 9,545 8,803 742
April 62 2,330 2,149 181
June 25 1,053 885 168
----- ------- ------- ------
1,166 $37,567 $33,825 $3,742
===== ======= ======= ======
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ERISA requires the use of the revalued cost method for reporting realized and
unrealized gains and losses on Form 5500. Under this method, realized gains
and losses are calculated as sales proceeds less the current value as of the
beginning of the year (or acquisition cost if acquired during the year).
Unrealized gains and losses are calculated as current value of investments held
at the end of the year less their current value as of the beginning of the year
(or acquisition cost if acquired during the year). Realized and unrealized
gains and losses calculated using the current value method for the year ended
June 30, 1995 and 1994 and the amounts presented in the financial statements
are reconciled as follows:
1995 1994
---- ----
Financial Financial
statements Form 5500 statements Form 5500
---------- --------- ---------- ---------
Net gain (loss) on investments
sold $ 3,805 $ 1,071 $ 3,742 (1,542)
Unrealized gain (loss) in fair market
value of investments 91,386 94,120 45,385 50,669
------- ------- -------- -------
Net gain (loss) $95,191 $95,191 $49,127 $49,127
======= ======= ======= =======
NOTE 6 - GUARANTEED INSURANCE CONTRACT:
Participants' contributions to the fixed income fund were invested in four
guaranteed insurance contracts: two with Metropolitan Life Insurance Company,
one with CNA Insurance Companies and one with New York Life Insurance Company
which guaranteed return ranging from 5.6% to 8.0%, maturing from October 23,
1997 to December 28, 1999.
NOTE 8 - INCOME TAXES:
The Plan has been qualified as tax exempt by the Puerto Rico Department of
Treasury under the provisions of Section 165(a) of the Puerto Rico Income Tax
Act of 1954, as amended. The Plan also qualifies as tax exempt for federal
income tax purposes under the provisions of Section 1022 (i) of ERISA.
Under present U.S. and Puerto Rico income tax laws and regulations, a
participant is not subject to income taxes on the contributions of the
employing company, or on the interest, dividends or profits on the sale of
securities received by the Trustee until the participant's account is
distributed to the participant.
NOTE 9 - FEES AND EXPENSES:
As indicated in the Plan Agreement, the Trustee's fees and all administrative
expenses incurred in the management of the Plan are paid by the Company.
NOTE 10 - 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.
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ADDITIONAL INFORMATION
SCHEDULE I
RETIREMENT AND SAVINGS PLAN OF LOCTITE PUERTO RICO, INC.
(SAVINGS PLAN FUND ONLY)
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1995
Number of shares
or Principal
Identity of Issues amount Cost of assets Current value
------------------ ---------------- -------------- -------------
FIXED INCOME FUND
Metropolitan Life Insurance Co. -
Contract No. GIC-13966,
8.02%, Mat. 12/28/99 41,633 $ 41,633 $ 41,633
New York Life Insurance Co. -
Contract No. GA-06857-2,
5.60%, Mat. 12/31/98 179,571 179,571 179,571
Metropolitan Life Insurance Co. -
Contract No. GAC-13342-169,
6.54%, Mat. 10/23/97 288,949 288,949 288,949
CNA Insurance Companies -
Contract No. GP 12862-016,
6.6%, Mat. 12/31/97 268,234 268,234 268,234
---------- ----------
778,387 778,387
---------- ----------
LOAN FUND
Loans to participants 28,069 28,069
---------- ----------
COMPANY STOCK FUND
Loctite Corporation -
Common stock 18,497 673,566 841,614
---------- ----------
MUTUAL FUND
Fidelity Advisor Equity Portfolio Fund 19,816 292,189 358,277
Templeton Foreign Fund 67 652 633
Fidelity Magellan Fund 21 1,665 1,772
---------- ----------
294,506 360,682
---------- ----------
Total Investments $1,774,528 $2,008,752
========== ==========
11