1 EXHIBIT (99-3) 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 DECEMBER 31, 1993 _________________ SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN SONOCO PRODUCTS COMPANY NORTH SECOND STREET HARTSVILLE, SOUTH CAROLINA 29550 2 EXHIBIT (99-3) SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN Financial Statements: Page(s) ------- Report of Independent Accountants 3 Statements of Net Assets Available for Plan Benefits as of December 31, 1993 and 1992 4 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1993, 1992 and 1991 5-6 Notes to Financial Statements 7-11 Supplemental Schedules: Assets Held For Investment as of December 31, 1993 12 Reportable Transactions for the year ended December 31, 1993 13-14 3 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Administrative Committee of the Sonoco Products Company Employee Savings and Stock Ownership Plan: We have audited the accompanying statements of net assets available for plan benefits of the Sonoco Products Company Employee Savings and Stock Ownership Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Administrative Committee, as well as 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 plan benefits of the Sonoco Products Company Employee Savings and Stock Ownership Plan as of December 31, 1993 and 1992, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment and reportable transactions as of and for the year ended December 31, 1993, are presented for purposes of complying with the Department of Labor's 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. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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. Charlotte, North Carolina /s/ COOPERS & LYBRAND March 23, 1994 --------------------- COOPERS & LYBRAND 4 SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES ----------------------------- SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1993 and 1992 (Dollars in thousands) 1993 ---------------------------------------------------------------- Sonoco Stock Balanced Growth Equity Income Fund Fund Fund Fund Fund Total ------- ------- ------- ------- -------- -------- ASSETS ------ Investments $37,191 $ 7,673 $13,652 $ 9,608 $100,996 $169,120 Contributions receivable - Sonoco 454 454 Employee loans receivable 8,207 8,207 Other ------- ------- ------- ------- -------- -------- $37,645 $ 7,673 $13,652 $ 9,608 $109,203 $177,781 ======= ======= ======= ======= ======== ======== LIABILITIES AND NET ASSETS -------------------------- AVAILABLE FOR PLAN BENEFITS --------------------------- Accounts Payable, trustee $ $ $ $ $ 96 $ 96 Net assets available for plan benefits 37,645 7,673 13,652 9,608 109,107 177,685 ------- ------- ------- ------- -------- -------- $37,645 $ 7,673 $13,652 $ 9,608 $109,203 $177,781 ======= ======= ======= ======= ======== ======== 1992 ---------------------------------------------------------------- Sonoco Stock Balanced Growth Equity Income Fund Fund Fund Fund Fund Total ------- ------- ------- ------- -------- -------- ASSETS ------ Investments $31,833 $ 4,974 $ 7,061 $10,127 $100,340 $154,335 Contributions receivable - Sonoco 407 407 Employee loans receivable 6,473 6,473 Other ------- ------- ------- ------- -------- -------- $32,240 $ 4,974 $ 7,061 $10,127 $106,813 $161,215 ======= ======= ======= ======= ======== ======== LIABILITIES AND NET ASSETS -------------------------- AVAILABLE FOR PLAN BENEFITS --------------------------- Accounts Payable, trustee $ $ $ $ $ 113 $ 113 Net assets available for plan benefits 32,240 4,974 7,061 10,127 106,700 161,102 ------- ------- ------- ------- -------- -------- $32,240 $ 4,974 $ 7,061 $10,127 $106,813 $161,215 ======= ======= ======= ======= ======== ======== The accompanying Notes are an integral part of the financial statements. 5 SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES --------------------- EXHIBIT(99-3) SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the years ended December 31, 1993 and 1992 (Dollars in thousands) 1993 ----------------------------------------------------------------- Sonoco Stock Balanced Growth Equity Income Fund Fund Fund Fund Fund Total -------- ------- ------- ------- -------- -------- Investment income Net appreciation (depreciation) $(2,841) $ 419 $ 938 $ (87) $ $ (1,571) Interest and dividends 1,043 628 1,073 766 5,125 8,635 ------- ------ ------ ------- ------- -------- (1,798) 1,047 2,011 679 5,125 7,064 Investment expenses (93) (13) (20) (67) (260) (453) ------- ------ ------ ------- ------- -------- Net investment income (loss) (1,891) 1,034 1,991 612 4,865 6,611 Contributions: Sonoco Products Company 5,250 5,250 Employees 1,218 1,062 1,491 1,105 8,503 13,379 Fund transfers 2,050 681 3,351 (1,740) (4,342) Withdrawals and terminations (1,222) (78) (242) (496) (6,619) (8,657) ------- ------ ------ ------- -------- -------- Increase in net assets available for plan benefits 5,405 2,699 6,591 (519) 2,407 16,583 Net assets available for plan benefits: Beginning of year 32,240 4,974 7,061 10,127 106,700 161,102 ------- ------ ------ ------- ------- -------- End of year $37,645 $7,673 $13,652 $ 9,608 $109,107 $177,685 ======= ====== ====== ======= ======= ======== 1992 ----------------------------------------------------------------- Sonoco Stock Balanced Growth Equity Income Fund Fund Fund Fund Fund Total -------- ------- ------- ------- -------- -------- Investment income Net appreciation (depreciation) $ 8,055 $ (58) $ (547) $ 212 $ $ 7,662 Interest and dividends 611 366 898 429 8,100 10,404 ------- ------ ------ ------- ------- -------- 8,666 308 351 641 8,100 18,066 Investment expenses (17) (6) (8) (62) (273) (366) ------- ------ ------- ------- -------- -------- Net investment income (loss) 8,649 302 343 579 7,827 17,700 Contributions: Sonoco Products Company 4,747 4,747 Employees 953 879 705 950 8,452 11,939 Fund transfers (362) 3,929 6,247 (1,134) (8,680) Withdrawals and terminations (1,123) (136) (234) (636) (7,683) (9,812) ------- ------ ------- ------- -------- -------- Increase in net assets available for plan benefits 12,864 4,974 7,061 (241) (84) 24,574 Net assets available for plan benefits: Beginning of year 19,376 10,368 106,784 136,528 ------- ------ ------ ------- ------- -------- End of year $32,240 $4,974 $ 7,061 $10,127 $106,700 $161,102 ======= ====== ====== ======= ======= ======== The accompanying Notes are an integral part of the financial statements. 6 SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES --------------------- SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, continued as of December 31, 1991 (Dollars in thousands) 1991 ------------------------------------------------------ Stock Equity Income Fund Fund Fund Total --------- ------- -------- -------- Investment income Net appreciation $ 777 $ 1,714 $ $ 2,491 Interest and dividends 471 397 9,764 10,632 ------- ------- -------- -------- 1,248 2,111 9,764 13,123 Investment expenses (30) (136) (166) ------- ------- -------- -------- Net investment income (loss) 1,248 2,081 9,628 12,957 Contributions: Sonoco Products Company 4,309 4,309 Employees 1,381 921 8,981 11,283 Fund transfers (68) 443 (375) Withdrawals and terminations (1,594) (885) (9,041) (11,520) ------- ------- -------- -------- Increase in net assets available for plan benefits 5,276 2,560 9,193 17,029 Net assets available for plan benefits: Beginning of year 14,100 7,808 97,591 119,499 ------- ------- -------- -------- End of year $19,376 $10,368 $106,784 $136,528 ======= ======= ======== ======== The accompanying Notes are an integral part of the financial statements. 7 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: CONTRIBUTIONS - Contributions from Sonoco Products Company (the "Company") are recorded in the year and in the amount authorized by the Company's Board of Directors. The receivable from Sonoco Products Company represents amounts authorized at year-end, but not yet received by the Plan. Contributions from employees of Sonoco Products Company are recorded in the year in which the employee contributions are withheld. INVESTMENT VALUATION - Investments in the Income Fund are valued principally at contract value. Investments in the Aetna Equity Fund are valued at fair value as determined by Aetna Life Insurance Company. Investments in the Sonoco Products Company Common Stock Fund are valued at quoted market prices. Investments in the Growth Fund and the Balanced Fund are valued at fair value as determined by Fidelity Institutional Retirement Services Company, Inc. NET APPRECIATION OR DEPRECIATION - The Plan presents in the Statements of Changes in Net Assets Available for Plan Benefits the net appreciation or depreciation in the fair value of its investments that consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. 2. Description of Plan The Plan is a defined contribution plan covering substantially all U.S. full-time non-union employees (to exclude the recent acquisitions of Engraph and Crellin) with one year of service. Participants may elect to defer up to 16% of gross pay through payroll deductions. Contributions may be pre-tax, after-tax or a combination thereof. The maximum annual pre-tax contribution for any participant is $8,994. Total annual contributions, including employer matching contributions, are limited to $30,000 or 25% of gross pay whichever is less. The Company provides employer matching contributions of Company stock or cash to be used to purchase Company stock in amounts to be determined annually by the Company's Board of Directors. The Company may elect to provide additional contributions at the discretion of its Board. Participants vest in Company contributions and earnings thereon at a rate of 20% per year beginning after two years of service, becoming fully vested after six years of service or at retirement, death, upon reaching age 55 or permanent disability, if earlier. Participants are fully vested in their own contributions and earnings thereon at all times. Under the Plan, participants may elect to have their account balances invested in 5% increments in an equity fund, a Company stock fund, a growth fund, a balanced fund or an interest income fund. 8 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 2. Description of Plan, Continued Upon termination of service, a participant may elect to receive a lump-sum distribution in either cash or Company stock, or in five equal annual installments of cash, or receive a distribution quarterly of an amount no less than $1,000. Participants may borrow against their account balances. The minimum amount of any loan is $1,000 and the maximum is $50,000 or 50% of a participant's total vested balance, whichever is less. Principal and interest is due not less than quarterly over no more than five years for a personal loan or twenty years for a residential loan. Interest is determined based on the prime rate plus 1%. Forfeitures of account balances reduce Company contributions. Participants should refer to the Plan agreement for a more complete description of the Plan. 3. Investments: The Income Fund invests in guaranteed insurance contracts. These contracts are credited or charged for guaranteed investment earnings, benefit withdrawals or investment expenses. The fund contracts have no material restrictions as to withdrawal amounts by participants except as otherwise provided by the plan. The Equity fund invests in the Aetna Growth and Income Equity Account which consists of common stocks and securities that are convertible to common stock together with all income and accretion thereon. The Growth Fund invests in the Fidelity Magellan Fund which holds common stocks and securities convertible to common stocks with the goal of capital appreciation. The Balanced Fund invests in the Fidelity Balanced Fund which holds a broadly diversified portfolio of securities including common stocks, preferred stocks, and bonds with the goal of generating income. Also, employees may elect to invest in the Sonoco Stock Fund which consists solely of investments in Sonoco Products Company common stock. Allocation of contributions to investment funds, in 5% increments, is based on each participant's election. The number of participants in each fund is summarized as follows: DECEMBER 31 ---------------------------- 1993 1992 1991 ----- ----- ------ Income Fund 4,909 4,867 4,928 Sonoco Stock Fund 1,599 1,203 1,016 Equity Fund 1,199 1,107 1,025 Growth Fund 1,262 880 Balanced Fund 765 540 9 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 3. Investments, continued A summary of the Plan's investments by account type as of December 31, 1993 and 1992 is as follows: 1993 ------------------------------------- (DOLLARS IN THOUSANDS) UNIT/SHARES MARKET VALUE COST ----------- ------------ ---------- Income Fund: - ----------- Aetna Life Insurance Company Participating Accumulation Fund, 5.82% $ 150 $ 150 Bankers Trust Guaranteed Insurance Contract, 4.99% 10,235,704 10,236 10,236 Bankers Trust Guaranteed Insurance Contract, 3.66% 4,062,286 4,062 4,062 J. P. Morgan Guaranteed Insurance Contract, 7.00% 13,864,922 13,866 13,866 Lincoln National Life Guaranteed Insurance Contract, 6.74% 10,649,232 10,649 10,649 Lincoln National Life Guaranteed Insurance Contract, 5.67% 5,252,457 5,252 5,252 Metropolitan Life Guaranteed Insurance Contract, 6.75% 10,650,194 10,650 10,650 John Hancock Mutual Life Guaranteed Insurance Contract, 7.25% 14,546,386 14,546 14,546 Provident Life Contract Guaranteed Insurance Contract, 5.40% 10,605,316 10,605 10,605 Prudential Insurance Company Guaranteed Insurance Contract, 4.85% 10,390,828 10,391 10,391 State Mutual Guaranteed Insurance Contract, 4.55% 5,202,706 5,203 5,203 Sun Mutual Life Guaranteed Insurance Contract, 6.23% 5,385,892 5,386 5,386 -------- -------- 100,996 100,996 Equity Fund: - ------------ Aetna Growth and Income Equity Account (unit value $1.06) 9,763,240 9,608 9,075 Growth Fund: - ------------ Fidelity Magellan Fund (market value $70.85) 175,609 13,652 13,252 10 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 3. Investments, continued 1993 ------------------------------------ (DOLLARS IN THOUSANDS) UNIT/SHARES MARKET VALUE COST ----------- ------------ ------ Balanced Fund: - -------------- Fidelity Balanced Fund (market value $13.39) 590,172 7,673 7,337 Sonoco Stock Fund: - ------------------ Sonoco Common Stock* (market value per share $22.00) 1,690,500 37,191 29,393 -------- -------- $169,120 $160,053 ======== ======== 1992 ------------------------------------ (Dollars in thousands) Unit/Shares Market Value Cost ----------- ------------ ------- Income Fund: - ------------ Aetna Life Insurance Company Participating Accumulation Fund, 7.57% $ 58,868 $ 58,868 J. P. Morgan Guaranteed Insurance Contract, 7.00% 13,784,445 13,785 13,785 John Hancock Mutual Life Guaranteed Insurance Contract, 7.25% 14,750,966 14,751 14,751 Provident Life Contract Guaranteed Insurance Contract, 5.40% 7,891,544 7,892 7,892 Sun Mutual Life Guaranteed Insurance Contract, 6.23% 5,044,072 5,044 5,044 ------- ------- 100,340 100,340 Equity Fund: - ------------ Aetna Growth and Income Equity Account (unit value - $8.72) 1,159,404 10,127 8,859 Growth Fund: - ------------ Fidelity Magellan Fund (market value $63.01) 112,062 7,061 7,595 Balanced Fund: - -------------- Fidelity Balanced Fund (market value $12.29) 404,719 4,974 5,030 Sonoco Stock Fund: - ------------------ Sonoco Common Stock* (market value per share $23.88) 1,333,320 31,833 20,941 -------- -------- $154,335 $142,765 ======== ======== *Shares and share price restated to reflect the two-for-one stock split effective June 10, 1993. 11 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 3. Investments, Continued The Plan's investments appreciated (depreciated) in value as follows: Year ended December 31 ---------------------------------- (Dollars in thousands) 1993 1992 1991 ------ ------ ------ Equity Fund $ (87) $ 212 $1,714 Sonoco Stock Fund (2,841) 8,055 777 Growth Fund 938 (547) Balanced Fund 419 (58) ------- ----- ------ $(1,571) $7,662 $2,491 ======= ====== ====== 4. Employee Loans Receivable: Employee loans must be repaid over a period not longer than five years from the date of the loan except loans for purposes related to acquiring, building, or substantially rehabilitating a primary residence may be repaid during a period of up to twenty years. Interest is charged at a fixed rate for the full term of the loan based on the prime rate plus 1% (7% at December 31, 1993). Approximate minimum repayments of employee loans receivable due in 1994 are $1,589,151. 5. Tax Status The Company has requested an updated determination letter from the Internal Revenue Service under which the Plan would qualify for favorable tax treatment under Sections 401(k), 401(a) and 4975(e)(7) of the Internal Revenue Code and therefore be exempt from federal income taxes under provisions of Section 501(a). A participant must pay regular income tax plus a 10% excise tax for withdrawal of any portion of his accumulated pre-tax account balance, or the portion of his after-tax account balance representing Company contributions or earnings prior to retirement, disability or attaining age 59-1/2. The 10% excise tax is waived if withdrawal is to cover uninsured medical bills that are otherwise deductible for tax purposes. Withdrawal of the pre-tax account balance, or the portion of the after-tax account balance representing Company contributions or earnings, after retirement, disability or attaining age 59-1/2 is subject to regular income tax. 6. Contributions For fiscal years ended December 31, 1993, 1992 and 1991, the amount of employer contributions made entirely in Company stock under the Plan were $5,249,796; $4,746,522; and $4,308,987, respectively. 12 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN ITEM 27(A) ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1993 ------------------------- IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST MARKET VALUE - ----------------- ------------------------- ---- ------------ (DOLLARS IN THOUSANDS) Aetna Life Insurance Company Participating Accumulation Fund $ 150 $ 150 J. P. Morgan Guaranteed Insurance Contract 13,866 13,866 John Hancock Mutual Life Guaranteed Insurance Contract 14,546 14,546 Provident Life Guaranteed Insurance Contract 10,605 10,605 Sun Mutual Life Guaranteed Insurance Contract 5,386 5,386 Aetna Life Insurance Company Growth and Income Equity Account 9,075 9,608 Fidelity Institutional Retirement Services Fidelity Magellan Growth Fund 13,252 13,652 Fidelity Institutional Retirement Services Fidelity Balanced Fund 7,337 7,673 Sonoco Products Company Common Stock - 1,690,500 shares 29,393 37,191 Bankers Trust Guaranteed Insurance Contract 10,236 10,236 Bankers Trust Guaranteed Insurance Contract 4,062 4,062 Lincoln National Life of Georgia Guaranteed Insurance Contract 10,649 10,649 Lincoln National Life of Georgia Guaranteed Insurance Contract 5,252 5,252 Metropolitan Life Guaranteed Insurance Contract 10,650 10,650 Prudential Insurance Company Guaranteed Insurance Contract 10,391 10,391 State Mutual Life Guaranteed Insurance Contract 5,203 5,203 --------- --------- Total Investments $160,053 $169,120 ========= ========= 13 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN ITEM 27(d) REPORTABLE TRANSACTIONS (DOLLARS IN THOUSANDS) FOR THE YEAR ENDED DECEMBER 31, 1993 ------------------------------ Realized Identity of Party Involved and Purchase Selling Cost Net Gain Description of Assets Transactions Price (A) Price (A) of Asset (Loss) - ------------------------------ ------------ --------- --------- -------- -------- Any single transaction within the Plan year in securities involving an amount in excess of 5% of the current value of Plan assets. Aetna Life Insurance Company Deposit Contracts 1 sale $19,717 $19,717 1 sale 19,778 19,778 1 sale 19,667 19,667 W B DTF Short-Term Investment Fund 1 purchase $ 9,888 1 purchase 20,419 1 sale 9,953 9,953 1 sale 11,693 11,693 1 sale 8,587 8,587 Lincoln National Life 1 purchase 10,000 Metropolitan Life Contract 1 purchase 10,000 Bankers Trust Contract 93-529 1 purchase 10,000 Prudential Insurance Company 1 purchase 8,735 Bankers Trust Contract #93551 1 purchase 8,294 (A) Fair value at date of transaction is equal to purchase or sale price. 14 SONOCO PRODUCTS COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN ITEM 27(d) REPORTABLE TRANSACTIONS (DOLLARS IN THOUSANDS) FOR THE YEAR ENDED DECEMBER 31, 1993 --------------------------- REALIZED IDENTITY OF PARTY INVOLVED AND PURCHASE SELLING COST NET GAIN DESCRIPTION OF ASSETS TRANSACTIONS PRICE (B) PRICE (B) OF ASSET (LOSS) - ------------------------------ ------------ --------- ---------- -------- -------- Any series of transactions within the Plan year in securities, of the same issue or by the same broker, when aggregated, involves an amount in excess of 5% of the current value of Plan assets - (Note A). Aetna Life Insurance Company Deposit Contracts 2 purchases, 5 sales $ 583 $59,316 $59,316 W B DTF Short-Term Investment Fund 241 purchases, 204 sales 39,950 39,765 39,765 Provident Life Contract 12 purchases, 14 sales 6,432 4,270 4,270 Lincoln National Life 1 purchase 10,000 Metropolitan Life Contract 1 purchase 10,000 Bankers Trust Contract 93-529 2 purchases, 2 sales 10,311 520 520 Prudential Insurance Co. 45 purchases, 42 sales 18,658 8,597 8,597 Bankers Trust Contract 93551 1 purchase, 10 sales 8,294 4,433 4,433 Sonoco Products Co. 73 purchases, 20 sales 9,586 1,049 805 $ 244 (A) Purchases and sales transactions made on various occasions during the Plan year are aggregated here. (B) Fair value at date of transaction is equal to purchase or sale price.