1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 SEPTEMBER 30, 1994 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 1-6098 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DANIEL INDUSTRIES, INC. 9753 PINE LAKE DRIVE HOUSTON, TEXAS 77055 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Date December 19, 1994 By /s/ Larry G. Irving ----------------------------------------- Larry G. Irving Member of the Administrative Committee Date December 19, 1994 By /s/ Bela Vaczi ----------------------------------------- Bela Vaczi Member of the Administrative Committee Date December 19, 1994 By /s/ Michael R. Yellin ----------------------------------------- Michael R. Yellin Member of the Administrative Committee -2- 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Members and Administrative Committee of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan In our opinion, the accompanying statements of financial condition with fund information and the related statement of income and changes in plan equity with fund information present fairly, in all material respects, the financial position of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan at September 30, 1994 and 1993, and the results of its operations and the changes in its plan equity for the year ended September 30, 1994, 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 audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules 1 and 2 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. The Fund Information in the statement of financial condition and statement of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and results of operations and changes in plan equity of each fund. The supplemental schedules 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. PRICE WATERHOUSE LLP Houston, Texas December 16, 1994 -3- 4 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Financial Condition with Fund Information September 30, 1994 ------------------------------------------------------------------------------------- Fixed Discretionary Equity Income Cash Company Employer Assets Assets Equivalents Stock Contribution Fund Fund Fund Fund (a) Account Total ---------- ------- ----------- --------- ------------- ---------- Non-Member Member Directed Directed ------------------------------------------------------ ------------- ASSETS - ------- Investments at fair market value: Daniel Industries, Inc. common stock (486,590 shares at cost of $2,517,319) $ - $ - $ - $2,198,606 $ 3,336,356 $ 5,534,962 Cash equivalents (cost is equivalent to fair market value) 278,069 99,159 1,694,725 53,586 499,512 2,625,051 Fixed income assets (cost of $12,607,950) - 2,816,954 - - 10,061,402 12,878,356 Equity assets (cost of $8,804,778) 2,753,830 - - - 7,666,593 10,420,423 ---------- ---------- ---------- ---------- ----------- ----------- Total investments at fair market value 3,031,899 2,916,113 1,694,725 2,252,192 21,563,863 31,458,792 Employee contributions receivable 39,293 37,604 20,958 10,839 - 108,694 Employer contributions receivable - - - 28,220 758,000 786,220 Receivable for sales of securities 40,879 - - - 159,674 200,553 Accrued interest and dividends 2,982 51,039 6,621 153 183,213 244,008 ---------- ---------- ---------- ---------- ----------- ----------- Total assets $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267 ========== ========== ========== ========== =========== =========== LIABILITIES AND PLAN EQUITY - --------------------------- Payable for purchases of securities $ 146,960 $ - $ - $ 3,552 $ 176,585 $ 327,097 ---------- --------- ---------- ---------- ----------- ----------- Total liabilities 146,960 - - 3,552 176,585 327,097 Plan equity at close of period 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 32,471,170 ---------- ---------- ---------- ---------- ----------- ----------- Total liabilities and plan equity $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267 ========== ========== ========== ========== =========== =========== (a) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts is not Member directed. The accompanying notes are an integral part of the financial statements. -4- 5 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Financial Condition with Fund Information September 30, 1993 ------------------------------------------------------------------------------------- Fixed Discretionary Equity Income Cash Company Employer Assets Assets Equivalents Stock Contribution Fund Fund Fund Fund(a) Account Total ---------- ---------- ----------- --------- ------------- ----------- Non-Member Member Directed Directed --------------------------------------------------- ------------- ASSETS - ------- Investments at fair market value: Daniel Industries, Inc. common stock (456,416 shares at cost of $2,175,681) $ - $ - $ - $2,467,039 $ 4,436,253 $ 6,903,292 Cash equivalents (cost is equivalent to fair market value) 71,192 244,423 1,335,963 13,352 254,879 1,919,809 Fixed income assets (cost of $12,537,176) - 2,368,875 - - 12,327,260 14,696,135 Equity assets (cost of $9,059,536) 2,846,913 - - - 8,297,400 11,144,313 ---------- ---------- ---------- ---------- ----------- ----------- Total investments at fair market value 2,918,105 2,613,298 1,335,963 2,480,391 25,315,792 34,663,549 Employee contributions receivable 37,775 32,843 18,113 12,083 - 100,814 Employer contributions receivable - - - 21,276 765,000 786,276 Accrued interest and dividends 2,214 41,118 3,430 16 212,050 258,828 ---------- ---------- ---------- ---------- ----------- ----------- Total assets $2,958,094 $2,687,259 $1,357,506 $2,513,766 $26,292,842 $35,809,467 ========== ========== ========== ========== =========== =========== PLAN EQUITY ----------- Plan equity at close of period $2,958,094 $2,687,259 $1,357,506 $2,513,766 $26,292,842 $35,809,467 ========== ========== ========== ========== =========== =========== (a) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts is not Member directed. The accompanying notes are an integral part of the financial statements. -5- 6 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN Statement of Income and Changes in Plan Equity with Fund Information Year Ended September 30, 1994 ------------------------------------------------------------------------------------- Fixed Discretionary Equity Income Cash Company Employer Assets Assets Equivalents Stock Contribution Fund Fund Fund Fund (a) Account Total ---------- ---------- ---------- ----------- ----------- ----------- Non-Member Member Directed Directed ----------------------------------------------------- ----------- Investment income: Cash dividends on Daniel Industries, Inc. common stock $ - $ - $ - $ 31,776 $ 52,796 $ 84,572 Other cash dividends 28,738 - - - 86,160 114,898 Interest 5,957 203,861 55,389 2,492 858,896 1,126,595 ---------- ---------- ---------- ---------- ----------- ----------- Investment income 34,695 203,861 55,389 34,268 997,852 1,326,065 Net realized gain/(loss) on sales of investments: Daniel Industries, Inc. common stock - - - (2,962) - (2,962) Other investments 159,158 117 - - 321,104 480,379 Net unrealized depreciation of: Daniel Industries, Inc. common stock - - - (610,071) (1,099,896) (1,709,967) Other investments (183,517) (377,351) - - (1,796,818) (2,357,686) ---------- --------- --------- --------- ----------- ----------- Total 10,336 (173,373) 55,389 (578,765) (1,577,758) (2,264,171) Contributions: Participating employees 522,658 533,060 264,695 160,666 - 1,481,079 Participating employers - - - 388,754 758,000 1,146,754 Rollover from qualified plan 4,410 - 682 3,184 - 8,276 Member distributions (201,952) (183,705) (160,746) (178,913) (2,984,919) (3,710,235) Interfund transfers (325,453) 141,515 204,778 (20,840) - - Plan equity at beginning of period 2,958,094 2,687,259 1,357,506 2,513,766 26,292,842 35,809,467 ---------- ---------- ---------- ---------- ----------- ----------- Plan equity at end of period $2,968,093 $3,004,756 $1,722,304 $2,287,852 $22,488,165 $32,471,170 ========== ========== ========== ========== =========== =========== (a) The portion of this fund which is attributable to Members' Employer Matching Contribution Accounts is not Member directed. The accompanying notes are an integral part of the financial statements -6- 7 Notes to Financial Statements Note 1 - Description of the Plan The Daniel Industries, Inc. Employees' Profit Sharing and Retirement Plan (the "Profit Sharing Plan") was initially established effective September 30, 1953. The Daniel Industries, Inc. Employees' Savings Plan (the "Savings Plan") was initially established effective October 1, 1982, as a stock purchase plan and was amended to become a pre-tax savings plan effective April 1, 1984. Effective October 1, 1991, the Profit Sharing Plan was merged into the Savings Plan. The Savings Plan was thereafter called the Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan (the "Plan") and has been amended from time to time to reflect certain changes in the Internal Revenue Code, as amended (the "Code"). The following description provides only general information relating to the Plan and is qualified by the terms of the Plan. Capitalized terms which are not otherwise defined herein are defined in the Plan. Members 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. Participation The Plan is a defined contribution plan in which each employee of Daniel Industries, Inc. (the "Company"), Daniel Flow Products, Inc., Daniel En-Fab Systems, Inc., Daniel Industrial, Inc., and Daniel Valve Company (together with the Company, the "Employers") -7- 8 is initially eligible to participate on the Entry Date (October 1, the first day of the Plan Year) coincident with or next following the date such employee was first employed by an Employer. Contributions The Plan provides for Discretionary Employer Contributions in such amount, if any, that shall be determined by the Employers. These contributions are allocated among each Employer's Active Members in the proportion which the Considered Compensation of each Member bears to the total Considered Compensation of all Members of that Employer. A summary of Discretionary Employer Contributions for the Plan Year ended September 30, 1994 is as follows: Discretionary Employer Contributions for Plan Year Employer Ended September 30, 1994 - ----------------------------- -------------------------- Daniel Industries, Inc. and Daniel Flow Products, Inc. $584,000 Daniel Industrial, Inc. 20,000 Daniel En-Fab Systems, Inc. 54,000 Daniel Valve Company 100,000 -------- $758,000 ======== Further, an eligible employee may choose, by completing and returning to the Administrative Committee of the Plan (the "Administrative Committee") a Salary Deferral Agreement, to authorize his Employer to reduce his Considered Compensation by a certain amount and to contribute on his behalf such amount to a trust (the "Trust") created under the Plan. The maximum reduction in compensation that an employee participating in the Plan may elect for contribution to the Plan is determined by the Administrative Committee; the nontaxable portion of each employee's annual salary deferral contribution is limited to the maximum -8- 9 amount permitted by the Secretary of the Treasury ($9,240 for the 1994 calendar year). In addition, such contributions by eligible employees who are "highly compensated employees" (within the meaning of Section 414(q) of the Code) are subject to nondiscrimination limitations that are affected by contributions made by all other eligible employees. Each Employer makes contributions ("Salary Deferral Contributions") for each Member employed by such Employer in amounts equal to the amount by which each such Member's Considered Compensation was reduced pursuant to his Salary Deferral Agreement. In addition, each Employer is required to make a matching contribution (an "Employer Matching Contribution") for each Member employed by such Employer. Effective October 1, 1993, the Plan was amended to change the Employer Matching Contribution to the lesser of 1.5% of a Member's Considered Compensation or 50% of the Member's Salary Deferral Contributions. Prior to that date, the Employer Matching Contribution was the lesser of 1.5% of a Member's Considered Compensation or 25% of the Member's Salary Deferral Contributions. Under certain circumstances, a Member may make additional Rollover Contributions and Voluntary Employee Contributions to the Trust. Salary Deferral Contributions, Employer Matching Contributions and Discretionary Employer Contributions made on behalf of each Member are credited to the Member's Salary Deferral Contribution Account, Employer Matching Contribution Account and Discretionary Employer Contribution Account, respectively. Each of such Accounts -9- 10 reflects the contributions, and the appreciation or depreciation in the value of the Trust Fund, allocated to such Account. A Member's Discretionary Employer Contribution Account, Salary Deferral Contribution Account, Employer Matching Contribution Account, Rollover Contribution Account and Voluntary Employee Contribution Account are referred to collectively as a Member's Accounts. A summary of Members' Salary Deferral Contributions and a summary of Employer Matching Contributions for the Plan Year ended September 30, 1994, are as follows: Members' Salary Deferral Contributions for Plan Year Ended September 30, 1994 ---------------------------------- Employer - --------------------------- Daniel Industries, Inc. $ 166,501 Daniel Flow Products, Inc. 793,336 Daniel Industrial, Inc. 103,571 Daniel En-Fab Systems, Inc. 88,999 Daniel Valve Company 328,672 ---------- $1,481,079 ========== Employer Matching Contributions for Plan Year Ended September 30, 1994 ----------------------------------- Employer - --------------------------- Daniel Industries, Inc. $ 43,952 Daniel Flow Products, Inc. 203,506 Daniel Industrial, Inc. 31,061 Daniel En-Fab Systems, Inc. 19,038 Daniel Valve Company 91,197 ---------- $ 388,754 ========== Investments The Plan provides for assets that are held by the Plan as a result of Discretionary Employer Contributions and Voluntary Employee Contributions to be invested and reinvested in investments specified in the Plan document. The Plan further provides that -10- 11 assets held by the Plan as a result of Salary Deferral Contributions and Rollover Contributions shall be invested and reinvested in one or more of four investment funds: Equity Assets Fund, Fixed Income Assets Fund, Cash Equivalents Fund and Company Stock Fund. These funds are limited to certain categories of investments specified in the Plan document. The assets in each of these four funds may be held temporarily in cash or cash equivalents. Earnings from investments for each quarter are allocated among the Members' accounts in the proportion which the balance of each Member in each account at the beginning of the quarter bears to the total of all Members' balances in each such account at the beginning of the quarter. All amounts allocated to a Member's Employer Matching Contribution Account are invested in the Company Stock Fund. Each Member is required to designate the percentage of his share of Salary Deferral Contributions and Rollover Contributions to be invested in each fund. The percentage to be invested in any fund must be 0%, 25%, 50%, 75% or 100%. A Member has the right to change the percentage of his share of Salary Deferral Contributions to be invested in a particular fund once during any calendar quarter. In addition, a Member has the right to change the percentage of the then present interest in his Salary Deferral Contribution Account and his Rollover Contribution Account that is invested in the respective funds once during any calendar quarter. These rights may be exercised by notifying the Administrative Committee in writing, but need not be exercised simultaneously. -11- 12 Any such change is effective on the first day of the calendar quarter to occur not less than 15 days following receipt of appropriate written instructions by the Administrative Committee. As Employer Matching Contributions are allocated to the Company Stock Fund, all Members become participants in such fund. Members may participate in all four funds simultaneously. Vesting A Member is always 100% vested in all of his Accounts except his Discretionary Employer Contribution Account. For all Members with an employment date which occurred on or before September 30, 1989, the balance in the Discretionary Employer Contribution Account vests with each of the Members in 10% annual increments beginning with such Member's first employment anniversary date and continuing through the fourth employment anniversary date and in 20% annual increments beginning with such Member's fifth employment anniversary date. For all Members with an employment date occurring after September 30, 1989, the balance in the Discretionary Employer Contribution Account vests with each of those Members in 20% annual increments beginning with such Member's third employment anniversary date. Accordingly, in both those cases, Members are fully vested at the end of seven years. A Member's interest in the Discretionary Employer Contribution Account also becomes fully vested upon retirement or upon death or Separation on account of Total and Permanent Disability. Non-vested amounts are forfeited upon termination of employment and are used to restore any accounts required to be restored. Any excess -12- 13 forfeited balances at the end of the Plan Year are allocated to remaining Members on the same basis used to allocate Discretionary Employer Contributions of the Employers as described above. Distributions and Withdrawal Upon the death, Total and Permanent Disability, or retirement of a Member, or his termination of employment with his Employer, such Member or his validly designated Beneficiary is entitled to the vested interest of the amount in the Member's Accounts as of the end of the calendar quarter immediately following the date of such Member's death, or other Separation. Each Member who has completed five years of Vesting Service and who has given written notice to the Administrative Committee may withdraw, as of the end of the calendar quarter next following such notice, a specified amount of his Discretionary Employer Contribution Account, but not in excess of 25% of his vested interest in such account. The number of such withdrawals available to a Member is limited to one, prior to his completion of ten years of Vesting Service, and one subsequent to his completion of ten years of Vesting Service. A Member who is suffering a qualifying financial hardship may file a written request with the Administrative Committee to withdraw from his Salary Deferral Contribution Account, Employer Matching Contribution Account and Rollover Contribution Account an amount necessary to ease his hardship. However, a Member is not entitled to make a financial hardship withdrawal of any earnings credited to the Member's Salary Deferral Contribution Account or of -13- 14 any Employer Matching Contributions or earnings credited to the Member's Employer Matching Contribution Account after December 31, 1988. Effective October 1, 1993, the Plan was amended to allow a Member who has reached age 55 and has completed 25 years of service to make one withdrawal of an amount not in excess of the total balance in his Accounts other than his Salary Deferral Contribution Account. Upon reaching age 60 and completing 25 years of service, a Member may make one withdrawal of an amount not in excess of the total balance in his Accounts (exclusive of any Account(s) from which he made a prior withdrawal pursuant to this amendment). Prior to October 1, 1993, a Member had to have reached age 60 and completed 25 years of service to withdraw an amount not in excess of the total balance in his Accounts. Subject to the limitations established by Section 401(a)(9) of the Code, distributions are payable in accordance with the Member's choice in cash or in kind, or both, in any one or a combination of the following manners: (i) in one lump sum; or (ii) in substantially equal periodic installments for a specified number of years not to exceed the greater of (a) 25 years or (b) the life expectancy of the Member or the joint and last survivor life expectancy of the Member and his spouse or other Beneficiary or (c) such shorter period as may result from the allocation of losses to his Accounts. -14- 15 Trustee and Investment Manager The Trustee under the Plan is Wachovia Bank of North Carolina, N.A. The Trustee's duties are to maintain custody of the assets of the Trust Fund, to invest and reinvest the assets of the Trust Fund subject to the instructions of the Administrative Committee, and, in accordance with the provisions of the Plan, to render certain reports to the Administrative Committee. The Trustee is appointed by the Board of Directors of the Company and serves as Trustee under the terms of the agreement relating to the Trust and the Plan until the termination of the Trust, the resignation of the Trustee or the removal of the Trustee by the Board of Directors of the Company. The Trustee has the right to vote the shares of the Company's common stock and other securities held in the Trust Fund, subject to instruction by the Administrative Committee. J. & W. Seligman & Co. Incorporated ("Seligman"), the Plan's investment manager, makes investment decisions regarding all of the Plan's investments except the Cash Equivalents Fund, the Company Stock Fund, Daniel Industries, Inc. common stock, cash and cash equivalents. The investment manager is appointed by the Plan's Administrative Committee which reviews its performance. William C. Morris, a member of the Company's Board of Directors, is Chairman of the Board of Directors and President of Seligman. Termination of the Plan The Company currently intends to continue the Plan indefinitely, but it may terminate the Plan at any time, withdraw from the Plan, or amend it in whole or in part. Any Employer that -15- 16 has adopted the Plan may terminate the Plan with respect to itself by executing and delivering to the Trustee a notice of termination that specifies the date on which the Plan will terminate. If the Plan is terminated, all vested and non-vested amounts credited to the Accounts of each Member will be paid to such Member or his Beneficiary after payment of all expenses and adjustments. Note 2 - Significant Accounting Policies Basis of Presentation of Financial Statements The financial statements of the Plan are prepared on the accrual basis of accounting. Investments Cash equivalents are stated at cost, which approximates fair market value. All other securities are stated at their fair market value which is determined based on their quoted market price. Any change in the fair market value of the common stock of the Company and other securities held is recorded in the Statement of Income and Changes in Plan Equity with Fund Information as an increase or decrease in unrealized appreciation or depreciation at year end. Dividends and interest income are recorded when earned. Administrative Expenses The Company currently pays all of the Plan's administrative expenses. Note 3 - Member Distribution Obligations -16- 17 Distribution payments to members are recognized only upon payment. Obligations for distribution payments to Members are as follows: Member Distribution Obligations September 30, ------------------------------- 1994 1993 -------- -------- Equity Assets Fund $ 49,580 $ 31,501 Fixed Income Assets Fund 34,920 42,403 Cash Equivalents Fund 53,394 12,808 Company Stock Fund 48,514 35,175 Discretionary Employer Contribution Account 334,294 617,945 -------- -------- Total $520,702 $739,832 ======== ======== These obligations are reflected as liabilities in the Form 5500 Annual Return/Report of Employee Benefit Plan. Note 4 - Federal Income Tax Status Based on the design and current operation of the Plan, management believes that the Plan is qualified under Section 401(a), and, therefore, the Trust is exempt from taxation under Section 501(a) of the Code. The Internal Revenue Service granted a favorable letter of determination to the Plan on August 7, 1992. Generally, contributions to a qualified plan are deductible by the Company when made. Earnings of the Trust are tax exempt and Members are not taxed on their benefits until withdrawn from the Plan and not rolled over into another qualified plan or individual retirement account. Note 5 - Unrealized Appreciation (Depreciation) of Investments and Realized Gains (Losses) on Sale of Investments Unrealized appreciation (depreciation) of investments and realized gains (losses) on the sale of investments are determined -17- 18 on a historical cost basis. For purposes of presenting such information in the Plan's Form 5500 Annual Return/Report of Employee Benefit Plan, the current value method is used. Under the current value method, net realized loss on sales of investments of $643,879, and net unrealized depreciation of investments of $2,946,357, were incurred during the year ended September 30, 1994, as calculated and provided by the Plan's Trustee. Note 6 - Plan Holdings Which Represent 5% or More of Plan Equity Investments that represent 5% or more of the Plan's equity are as follows: September 30, 1994 ------------------ Daniel Industries, Inc. Common Stock $5,534,962 U.S. Treasury Notes 8.50% 2/15/00 5,518,223 Wachovia Bank of North Carolina Short-term Investment Fund 2,625,051 U.S. Treasury Bonds 8.75% 11/15/08-03 * 2,330,284 * Maturity Date November 15, 2008; callable on November 15, 2003. -18- 19 Schedule 1 (Page 1 of 5) DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF SEPTEMBER 30, 1994 (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 - --- ---------------------- ------------------------------------- ---------- ----------- DISCRETIONARY EMPLOYER ---------------------- CONTRIBUTION ACCOUNT -------------------- COMMON STOCKS ------------- SHARES ------------ ALCO SDT INC. 3,000 $ 145,463 $ 186,375 AMERICAN GREETINGS CORP. 6,000 170,250 173,250 AMERICAN INTERNATIONAL GROUP, INC. 2,100 163,009 186,638 AMOCO CORP. 3,000 167,805 177,750 BARNES & NOBLE INC. 5,000 156,329 133,750 BOEING CO. 2,200 99,132 95,150 CAPITAL CITIES ABC INC. 1,300 101,803 106,600 CENTURY TEL ENTERPRISES, INC. 4,000 117,490 115,500 CHRYSLER CORP. 3,000 162,930 134,625 COCA COLA CO. 7,000 130,849 340,375 COLGATE PALMOLIVE CO. 2,500 144,525 145,000 COLUMBIA/HCA HEALTHCARE CORP. 5,000 191,582 217,500 COMCAST CORP. 5,000 62,714 76,408 COMMUNITY PSYCHIATRIC CTRS. 7,000 132,328 95,375 * DANIEL INDUSTRIES, INC. 293,306 402,513 3,336,356 E M C CORP. MASS 9,000 144,833 181,125 ECHLIN INC. 4,000 126,852 121,500 ENRON CORP. 5,000 145,875 151,250 FIRST DATA CORP. 7,000 167,156 351,750 FISHER SCIENTIFIC INTL. INC. 5,000 156,170 168,750 GENERAL ELECTRIC CO. 4,000 189,724 192,500 GILLETTE CO. 3,000 171,014 212,250 GREEN TREE FINANCIAL CORP. 5,000 154,000 134,375 HARLEY DAVIDSON INC. 10,000 175,801 276,250 HOME DEPOT INC. 4,000 46,301 168,000 ILLINOIS TOOL WORKS INC. 6,000 188,519 256,500 INTEL CORP. 2,000 122,000 123,000 INTERPUBLIC GROUPS COS. INC. 6,000 100,585 198,000 MBNA CORP. 6,000 149,740 138,750 MICHAELS STORES INC. 3,000 105,000 124,314 MOTOROLA INC. 3,400 162,452 179,350 NATIONSBANK CORP. 3,000 160,930 147,000 NORDSTROM INC. 4,000 146,619 160,000 NUCOR CORP. 2,500 59,129 174,062 ORACLE SYSTEMS CORP. 3,000 100,400 129,000 PARAMETRIC TECHNOLOGY CORP. 4,000 137,810 133,000 PROCTOR & GAMBLE CO. 2,000 113,370 119,250 REYNOLDS & REYNOLDS CO. 9,000 169,020 226,125 SERVICE CORP. INTL. 5,000 119,050 128,750 20 Schedule 1 (Page 2 of 5) (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 - --- ---------------------- ------------------------------------- ---------- ----------- STANDARD PRODUCTS CO. 3,500 $ 132,587 $ 87,500 TEL & DATA SYS. INC. 1,000 46,710 46,000 TELEFLEX INC. 5,000 149,675 178,750 TELEFONOS DE MEXICO SA ADR 3,500 154,648 218,533 TIME WARNER INC. 3,000 123,555 105,375 TYCO INTERNATIONAL LTD. 3,500 155,387 166,250 U S HEALTHCARE INC. 1,800 60,150 83,813 UNITED HEALTHCARE CORP. 4,000 131,274 212,000 WARNER LAMBERT CO. 1,400 107,884 112,350 WHEELABRATOR TECHNOLOGIES, INC. 5,000 100,375 76,875 ----------- ----------- 6,823,317 11,002,949 ----------- ----------- GOVERNMENT BONDS AND NOTES PRINCIPAL RATE MATURITY DATE AMOUNT ------- ------------- ----------- U.S. TREASURY BONDS 8.750% 11/15/08-03 $ 2,000,000 1,995,625 2,118,440 U.S. TREASURY BONDS 8.375% 08/15/08-03 500,000 491,094 517,110 U.S. TREASURY BONDS 7.500% 11/15/16 300,000 300,891 284,157 U.S. TREASURY NOTES 8.500% 02/15/00 4,750,000 4,746,562 4,992,678 U.S. TREASURY NOTES 8.000% 05/15/01 1,000,000 987,187 1,030,470 U.S. TREASURY NOTES 7.750% 02/15/01 500,000 507,812 508,905 U.S. TREASURY NOTES 6.250% 02/15/03 500,000 514,063 459,455 U.S. TREASURY NOTES 7.500% 11/15/01 150,000 152,320 150,187 ----------- ----------- 9,695,554 10,061,402 ----------- ----------- CASH EQUIVALENTS UNITS ------------ * WACHOVIA BANK OF NORTH CAROLINA SHORT-TERM INVESTMENT FUND 499,512 499,512 499,512 ----------- ----------- TOTAL DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT $17,018,383 $21,563,863 =========== =========== EQUITY ASSETS FUND COMMON STOCKS ------------- SHARES ------------ ALCO STD CORP. 1,000 $ 48,505 $ 62,125 AMERICAN GREETINGS CORP. 1,800 51,075 51,975 AMERICAN INTERNATIONAL GROUP, INC. 750 58,218 66,656 AMOCO CORP. 1,000 55,935 59,250 BARNES & NOBLE INC. 1,700 53,152 45,475 BOEING CO. 800 36,048 34,600 CAPITAL CITIES ABC INC. 500 39,165 41,000 CENTURY TEL ENTERPRISES, INC. 1,400 40,859 40,425 CHRYSLER CORP. 1,100 59,741 49,363 COCA COLA CO. 2,200 38,429 106,975 21 Schedule 1 (Page 3 of 5) (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 - --- ---------------------- ------------------------------------- ---------- ----------- COLGATE PALMOLIVE CO. 1,000 $ 57,810 $ 58,000 COLUMBIA/HCA HEALTHCARE CORP. 2,000 77,504 87,000 COMCAST CORP. 3,000 49,970 45,813 COMMUNITY PSYCHIATRIC CTRS. 2,200 41,589 29,975 E M C CORP MASS 3,000 43,775 60,375 ECHLIN INC. 1,700 53,917 51,638 ENGELHARD CORP. 1,400 38,584 37,625 ENRON CORP. 2,000 58,350 60,500 FIRST DATA CORP. 2,000 47,759 100,500 FISHER SCIENTIFIC INTL., INC. 1,500 46,762 50,625 GENERAL ELECTRIC CO. 1,200 56,917 57,750 GENERAL MOTORS CORP. 1,500 57,090 57,000 GREEN TREE FINANCIAL CORP. 2,000 61,600 53,750 HARLEY DAVIDSON INC. 3,000 52,757 82,875 HOME DEPOT 1,800 37,664 75,600 ILLINOIS TOOL WORKS INC. 2,000 63,746 85,500 INTEL CORP. 800 48,800 49,200 INTERPUBLIC GROUPS COS. INC. 2,000 44,580 66,000 MBNA CORP. 1,950 48,665 45,093 MICHAELS STORES INC. 1,000 35,000 41,438 MOTOROLA INC. 1,200 57,336 63,300 NATIONSBANK CORP. 1,000 53,604 49,000 NORDSTROM INC. 1,400 51,317 56,000 NUCOR CORP. 800 18,914 55,700 ORACLE SYSTEMS CORP. 1,200 40,700 51,600 PARAMETRIC TECHNOLOGY CORP. 2,000 67,310 66,500 PROCTOR AND GAMBLE CO. 700 39,687 41,737 REYNOLDS & REYNOLDS CO. 3,000 56,340 75,375 SERVICE CORP. INTL. 1,800 42,858 46,350 STANDARD PRODUCTS CO. 1,200 45,458 30,000 TEL & DATA SYS. INC. 700 28,392 32,200 TELEFLEX INC. 2,000 62,620 71,500 TELEFONOS DE MEXICO SA ADR 1,000 45,660 62,438 TIME WARNER INC. 1,000 41,185 35,125 TYCO INTERNATIONAL LTD. 1,300 62,464 61,750 U. S. HEALTHCARE INC. 650 21,721 30,266 UNITED HEALTHCARE CORP. 1,800 59,717 95,400 WARNER LAMBERT CO. 500 38,550 40,125 WHEELABRATOR TECHNOLOGY, INC. 2,300 46,175 35,363 --------- --------- 2,383,974 2,753,830 --------- --------- CASH EQUIVALENTS UNITS ------------ * WACHOVIA BANK OF NORTH CAROLINA SHORT-TERM INVESTMENT FUND 278,069 278,069 278,069 ----------- ----------- TOTAL EQUITY ASSETS FUND $ 2,662,043 $ 3,031,899 =========== =========== 22 Schedule 1 (Page 4 of 5) (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 - --- ---------------------- ----------------------------------------------- ----------- ----------- FIXED INCOME ASSETS FUND GOVERNMENT BONDS AND NOTES -------------------------- PRINCIPAL RATE MATURITY DATE AMOUNT ------- ------------- ----------- US TREASURY BONDS 7.500% 11/15/16 $ 350,000 $ 365,750 $ 331,516 US TREASURY BONDS 8.750% 11/15/08-03 200,000 199,563 211,844 US TREASURY BONDS 7.875% 11/15/07-02 100,000 99,812 100,297 US TREASURY BONDS 8.000% 11/15/21 100,000 104,969 100,125 US TREASURY NOTES 5.750% 08/15/03 600,000 595,953 529,032 US TREASURY NOTES 8.500% 02/15/00 500,000 496,521 525,545 US TREASURY NOTES 6.250% 02/15/03 400,000 395,094 367,564 US TREASURY NOTES 8.375% 04/15/95 200,000 199,750 202,812 US TREASURY NOTES 7.750% 02/15/01 150,000 151,531 152,672 US TREASURY NOTES 8.000% 05/15/01 100,000 98,719 103,047 US TREASURY NOTES 6.375% 06/30/97 100,000 103,578 98,969 US TREASURY NOTES 5.125% 06/30/98 100,000 101,156 93,531 --------- --------- 2,912,396 2,816,954 --------- --------- CASH EQUIVALENTS UNITS ------------ * WACHOVIA BANK OF NORTH CAROLINA SHORT-TERM INVESTMENT FUND 99,159 99,159 99,159 ----------- ----------- TOTAL FIXED INCOME ASSETS FUND $ 3,011,555 $ 2,916,113 =========== =========== CASH EQUIVALENTS FUND CASH EQUIVALENTS UNITS ------------ * WACHOVIA BANK OF NORTH CAROLINA SHORT-TERM INVESTMENT FUND 1,694,725 $ 1,694,725 $ 1,694,725 ----------- ----------- TOTAL CASH EQUIVALENTS FUND $ 1,694,725 $ 1,694,725 =========== =========== COMPANY STOCK FUND COMMON STOCK SHARES ------------ * DANIEL INDUSTRIES, INC. 193,284 $ 2,114,806 $ 2,198,606 ----------- ----------- 2,114,806 2,198,606 ----------- ----------- 23 Schedule 1 (Page 5 of 5) (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 - --- ---------------------- -------------------------------------- --------- ----------- CASH EQUIVALENTS UNITS ------------ * WACHOVIA BANK OF NORTH CAROLINA SHORT-TERM INVESTMENT FUND 53,586 $ 53,586 $ 53,586 ----------- ----------- TOTAL COMPANY STOCK FUND $ 2,168,392 $ 2,252,192 =========== =========== TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $26,555,098 $31,458,792 =========== =========== * REPRESENTS A PARTY IN INTEREST 24 Schedule 2 DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED SEPTEMBER 30, 1994 (b) Description of asset (include (h) interest (f) Current (a) rate and Expense value of Identity maturity (c) (d) (e) incurred (g) asset on (i) of party in case Purchase Selling Lease with Cost transaction Net gain involved of a loan) price price rental transaction of asset date or (loss) - -------- ---------- ---------- --------- ------ ----------- ----------- ----------- --------- WACHOVIA SHORT-TERM $7,511,560 $7,511,560 $7,511,560 BANK INVESTMENT OF NORTH FUND CAROLINA WACHOVIA SHORT-TERM $6,806,317 $6,806,317 $6,806,317 BANK INVESTMENT OF NORTH FUND CAROLINA 25 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-79399), including all Post-Effective Amendments thereto filed prior to the date of this consent, of Daniel Industries, Inc. of our report dated December 16, 1994 appearing on Page 3 of this Annual Report on Form 11-K. PRICE WATERHOUSE LLP Houston, Texas December 16, 1994